Progress Energy 2008 Annual Report Download - page 226

PROXY STATEMENT
D-2
“EIP Award” means Individual Awards that may be potentially payable pursuant to this Plan.
“ Incentive Pool” means the pool of hypothetical funds specified under Section 4(a) for any given
Performance Period out of which Individual Awards may be paid.
“ Individual Award” means the percentage or other amount of the Incentive Pool allocated and
potentially payable to a Participant, as provided in Section 4(d).
“ MICP” means the Management Incentive Compensation Plan of Progress Energy, Inc., as
amended or restated from time to time.
“ Participant” means an Eligible Employee who has been selected by the Committee to participate in
the Plan for a designated Performance Period pursuant to Section 4(c) of the Plan.
“Performance Measure” means the Earnings of the Company for the Performance Period.
“Performance Period” means the fiscal year of the Company, or such shorter or longer period as
determined by the Committee in its discretion.
“ Subsidiary” means, other than the Company, (i) any corporation in an unbroken chain of
corporations beginning with the Company which owns stock possessing fifty percent (50%)
or more of the total combined voting power of all classes of stock in one of the other
corporations in such chain; (ii) any corporation or trade or business (including, without
limitation, a partnership or limited liability company) which is controlled fifty percent (50%) or more
(whether by ownership of stock, assets or an equivalent ownership interest or voting interest) by the
Company or one of its Subsidiaries; or (iii) any other entity in which the Company or any of its
Subsidiaries has a material equity interest and which is designated as a “Subsidiary” by resolution
of the Committee.
3. Administration.
The Plan shall be administered by the Committee. The Committee shall have the exclusive authority
and responsibility to: (i) interpret the Plan; (ii) subject to Sections 4(c) and 5 hereof, select Eligible
Employees to become Participants and remove such Participants from participation in the Plan; (iii) allocate
the Incentive Pool as Individual Awards; (iv) certify attainment of the Performance Measure and other
material terms; (v) reduce Individual Awards as provided herein; (vi) authorize the payment of all benefits
and expenses of the Plan as they become payable under the Plan; (vii) adopt, amend and rescind rules and
regulations relating to the Plan; and (viii) make all other determinations and take all other actions necessary
or desirable for the Plan’s administration including, without limitation, correcting any defect, supplying
any omission or reconciling any inconsistency in this Plan in the manner and to the extent it shall deem
necessary to carry this Plan into effect, but only to the extent any such action would be permitted under
Section 162(m) of the Code.
Decisions of the Committee shall be made by a majority of its members. All decisions of the Committee on
any question concerning the selection of Participants and the interpretation and administration of the Plan
shall be final, conclusive and binding upon all parties. The Committee may rely on information, and
consider recommendations, provided by the Board or the executive officers of the Company. The Plan is
intended to comply with Section 162(m) of the Code, to the extent practicable, and all provisions contained
herein shall be limited, construed and interpreted in a manner to so comply.