Progress Energy 2008 Annual Report Download - page 229

Progress Energy Proxy Statement
D-5
6. Change in Control.
(a) Payments Relating to Prior Performance Period Individual Awards. Any provision
of the Plan to the contrary notwithstanding, in the event of a Change in Control, the Committee may not
exercise any discretion conferred under Section 5 to reduce the amount payable in respect of any
Individual Award relating to a Performance Period which ended prior to the date of such Change in Control
but which Individual Award had not been paid out at the time of the Change in Control, and all such
Individual Awards shall be paid out entirely in cash as promptly as practicable following the Change in
Control, unless this right has been waived by the Participant.
(b) Payments Relating to Current Performance Period’s Individual Awards. A Participant’s
rights with respect to any EIP Award relating to the Performance Period in which the Change in Control
occurs shall be governed by the terms of the Individual Award, rules and regulations under the Plan, and any
previously executed agreement between the Participant and the Company or a Subsidiary then in effect.
7. General Provisions.
(a) Nontransferability. No EIP Award payable under, or right or interest in, the Plan shall be
transferable by a Participant except upon a Participant’s death by will or the laws of descent and distribution
or to a Beneficiary, or otherwise shall be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, or charge, and any such attempted action shall be void.
(b) Tax Withholding. The Company and any Subsidiary is authorized to withhold from any
payout of an EIP Award granted, or any payroll or other payment to a Participant, amounts of withholding
and other taxes due or potentially payable in connection with any transaction involving an EIP
Award, and to take such other action as the Committee may deem advisable to enable the Company and
Participants to satisfy obligations for the payment of withholding taxes and other tax obligations relating
to any EIP Award.
(c) Changes to the Plan. The Committee may amend, suspend, or terminate the Plan without
the consent of shareholders or Participants; provided, however, that any amendment to the Plan shall be
submitted to the Company’s shareholders for approval if such shareholder approval is required by any
federal or state law or regulation or the rules of any stock exchange or automated quotation system on
which the common stock of the Company may then be listed or quoted, and the Committee may otherwise,
in its discretion, determine to submit other amendments to the Plan to shareholders for approval; and further
provided that no amendment, suspension or termination shall, without the consent of the Participant,
materially alter or impair a Participant’s right to receive payment of an EIP Award otherwise payable
hereunder.
(d) Limitation on Rights Conferred under Plan. Neither the Plan nor any action taken
hereunder shall be construed as (i) giving any Participant the right to continue as a Participant or in the employ
or service of the Company or a Subsidiary, (ii) interfering in any way with the right of the Company or a
Subsidiary to terminate any Participant’s employment or service at any time, or (iii) giving a Participant
any claim to any grant under the Plan or to be treated uniformly with other Participants and employees.
In addition, until the Committee has determined to make a final Individual Award under Sections 4 or
5, respectively, a Participant’s selection to participate, the initial determination of an EIP Award, and
other actions taken with respect to the Plan shall not be construed as a commitment that any EIP Award shall
become a final EIP Award or that any payment will be made with respect to an EIP Award under the Plan.
(e) Unfunded Status of Awards; Creation of Trusts. The Plan is intended to constitute
an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a
Participant, nothing contained in the Plan or any Individual Award shall give any such Participant any
rights that are greater than those of a general creditor of the Company; provided that the Committee may