Progress Energy 2010 Annual Report Download - page 199

Progress Energy Proxy Statement
61
POTENTIAL PAYMENTS UPON TERMINATION
William D. Johnson, Chairman, President and Chief Executive Officer
Voluntary
Termination
($)
Early
Retirement1
($)
Involuntary
Not for
Cause
Termination
($)
For Cause
Termination
($)
Involuntary
or Good
Reason
Termination
(CIC)12
($) Disability ($) Death ($)
Compensation
Base Salary—$990,0002$0 $0 $2,960,100 $0 $5,712,500 $594,000 $0
Annual Incentive3$0 $715,000 $0 $0 $841,500 $715,000 $715,000
Long-term Incentives:
Performance Shares (PSSP)4
2008 PSSP Grant $0 $2,353,332 $0 $0 $2,353,332 $2,353,332 $2,353,332
2009 PSSP Grant $0 $0 $0 $0 $2,692,674 $0 $1,795,116
2010 PSSP Grant $0 $851,398 $0 $0 $2,554,194 $851,398 $851,398
Restricted Stock Units5
2007 RSU Grant $0 $362,188 $0 $0 $429,235 $429,235 $429,235
2008 RSU Grant $0 $304,925 $0 $0 $332,665 $332,665 $332,665
2009 RSU Grant $0 $792,466 $0 $0 $1,156,351 $1,156,351 $1,156,351
2010 RSU Grant $0 $450,322 $0 $0 $982,474 $0 $0
Restricted Stock6
2006 RS Grant $0 $240,618 $0 $0 $240,618 $240,618 $240,618
Benefits and Perquisites
Incremental Nonqualified Pension7$0 $0 $0 $0 $0 $0 $0
Deferred Compensation8$849,703 $849,703 $849,703 $849,703 $849,703 $849,703 $849,703
Post-retirement Health Care9$0 $0 $24,682 $0 $48,396 $0 $0
Executive AD&D Proceeds10 $0 $0 $0 $0 $0 $500,000 $500,000
280G Tax Gross-up11 $0 $0 $0 $0 $5,488,512 $0 $0
TOTAL $849,703 $6,919,952 $3,834,485 $849,703 $23,682,154 $8,022,302 $9,223,418
1 Mr. Johnson became eligible for early retirement at age 55 in January 2009. Therefore, under the voluntary termination
and involuntary not for cause termination scenarios, Mr. Johnson would be treated as having met the early retirement criteria under
the Equity Incentive Plan and would be paid out under the early retirement provisions of that plan. Mr. Johnson is not eligible for
normal retirement.
2 There is no provision for payment of salary under voluntary termination, early retirement, for cause termination or
death. In the event of involuntary not for cause termination, the salary continuation provision of Mr. Johnson’s employment
agreement requires a severance equal to 2.99 times his then current base salary ($990,000) payable in equal installments over a
period of 2.99 years. In the event of involuntary or good reason termination (CIC), the maximum benefit allowed under the cash
payment provision of the Management Change-in-Control Plan equals three times the sum of annual salary plus average MICP
award for the three years prior (($990,000 + $914,167) x 3). In the event of a long-term disability, Mr. Johnson would receive
60% of base salary during the period of his disability, offset by any Social Security benefits and Progress Energy Pension Plan
payments. The long-term disability payment as shown in the table above represents an annual amount before offsets.
3 There is no provision for payment of annual incentive under voluntary termination, involuntary not for cause
termination, or for cause termination. In the event of involuntary or good reason termination (CIC), Mr. Johnson would receive
100% of his target award under the Annual Cash Incentive Compensation Plan provisions of the Management Change-in-Control
Plan, calculated as 85% times $990,000. In the event of early retirement, death or disability, Mr. Johnson would receive a pro-rata
incentive award for the period worked during the year. For December 31, 2010, this is based on the full award. For 2010, Mr.
Johnson’s MICP award was $715,000.
4 Amounts shown for performance shares are based on a December 31, 2010, closing price of $43.48 per share. Unvested
performance shares would be forfeited under for cause termination. Voluntary termination and involuntary not for cause termination
are not applicable. See footnote 1. In the event of early retirement or disability, a pro rata percentage of performance shares would vest
based upon the period of employment during the performance measurement period and the extent that the performance factors are
satisfied. In the event of involuntary or good reason termination (CIC), unvested performance shares vest as of the date of Management