Progress Energy 2009 Annual Report Download - page 150

PROXY STATEMENT
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Internal Revenue Code of 1986, as amended; and (vi) Restricted Stock Units (“RSUs”) awarded under the 2002 and
2007 Equity Incentive Plans.
Officer
Long-Term
Compensation
Program MICP PSSP
PSSP
Deferred MDCP RSUs
William D. Johnson — 1,711 146,294 — 1,059 66,001
Jeffrey J. Lyash — — 36,289 — 314 25,398
Mark F. Mulhern — 3,853 28,308 2,452 — 20,942
Paula J. Sims — 7,347 26,621 1,512 — 19,617
Lloyd M. Yates — 2,672 36,132 6,376 158 25,325
TRANSACTIONS WITH RELATED PERSONS
There were no transactions in 2009, and there are no currently proposed transactions involving more than
$120,000, in which the Company or any of its subsidiaries was or is to be a participant and in which any of the
Company’s directors, executive officers, nominees for director or any of their immediate family members had a
direct or indirect material interest.
Our Board of Directors has adopted policies and procedures for the review, approval or ratification
of Related Person Transactions under Item 404(a) of Regulation S-K (the “Policy”), which is attached to this
Proxy Statement as Exhibit A. The Board has determined that the Governance Committee is best suited to review
and approve Related Person Transactions because the Governance Committee oversees the Board of Directors’
assessment of our directors’ independence. The Governance Committee will review and may recommend to the
Board amendments to this Policy from time to time.
For the purposes of the Policy, a “Related Person Transaction” is a transaction, arrangement or relationship,
including any indebtedness or guarantee of indebtedness (or any series of similar transactions, arrangements or
relationships), in which we (including any of our subsidiaries) were, are or will be a participant and the amount
involved exceeds $120,000, and in which any Related Person had, has or will have a direct or indirect material
interest. The term “Related Person” is defined under the Policy to include our directors, executive officers, nominees
to become directors and any of their immediate family members.
Our general policy is to avoid Related Person Transactions. Nevertheless, we recognize that there are
situations where Related Person Transactions might be in, or might not be inconsistent with, our best interests
and those of our shareholders. These situations could include (but are not limited to) situations where we might
obtain products or services of a nature, quantity or quality, or on other terms, that are not readily available from
alternative sources or when we provide products or services to Related Persons on an arm’s length basis on terms
comparable to those provided to unrelated third parties or on terms comparable to those provided to employees
generally. In determining whether to approve or disapprove each Related Person Transaction, the Governance
Committee considers various factors, including (i) the identity of the Related Person; (ii) the nature of the Related
Person’s interest in the particular transaction; (iii) the approximate dollar amount involved in the transaction; (iv) the
approximate dollar value of the Related Person’s interest in the transaction; (v) whether the Related Person’s interest
in the transaction conflicts with his obligations to the Company and its shareholders; (vi) whether the transaction
will provide the Related Person with an unfair advantage in his dealings with the Company; and (vii) whether the
transaction will affect the Related Person’s ability to act in the best interests of the Company and its shareholders.
The Governance Committee will only approve those Related Person Transactions that are in, or are not inconsistent
with, the best interests of the Company and its shareholders.