Progress Energy 2010 Annual Report Download - page 207

Progress Energy Proxy Statement
69
POTENTIAL PAYMENTS UPON TERMINATION
John R. McArthur, Executive Vice President, General Counsel and Corporate Secretary
Voluntary
Termination
($)
Early
Retirement
($)
Involuntary
Not for
Cause
Termination
($)
For Cause
Termination
($)
Involuntary
or Good
Reason
Termination
(CIC)11
($) Disability ($) Death ($)
Compensation
Base Salary—$488,0001$0 $0 $1,459,120 $0 $2,269,200 $292,800 $0
Annual Incentive2$0 $0 $0 $0 $268,400 $220,000 $220,000
Long-term Incentives:
Performance Shares (PSSP)3
2008 PSSP Grant $0 $0 $0 $0 $462,480 $462,480 $462,480
2009 PSSP Grant $0 $0 $0 $0 $683,179 $0 $455,453
2010 PSSP Grant $0 $0 $0 $0 $632,237 $210,746 $210,746
Restricted Stock Units4
2007 RSU Grant $0 $0 $0 $0 $128,483 $128,483 $128,483
2008 RSU Grant $0 $0 $0 $0 $65,090 $65,090 $65,090
2009 RSU Grant $0 $0 $0 $0 $289,490 $289,490 $289,490
2010 RSU Grant $0 $0 $0 $0 $240,097 $0 $0
Restricted Stock5
2006 RS Grant $0 $0 $0 $0 $72,481 $72,481 $72,481
Benefits and Perquisites
Incremental Nonqualified Pension6$0 $0 $0 $0 $1,483,339 $0 $0
Deferred Compensation7$301,215 $0 $301,215 $301,215 $301,215 $301,215 $301,215
Post-retirement Health Care8$0 $0 $16,626 $0 $32,599 $0 $0
Executive AD&D Proceeds9$0 $0 $0 $0 $0 $500,000 $500,000
280G Tax Gross-up10 $0 $0 $0 $0 $2,347,525 $0 $0
TOTAL $301,215 $0 $1,776,961 $301,215 $9,275,815 $2,542,785 $2,705,438
1 There is no provision for payment of salary under voluntary termination, for cause termination or death. Mr. McArthur
is not eligible for early retirement or normal retirement. In the event of involuntary not for cause termination, the salary
continuation provision of Mr. McArthur’s employment agreement requires a severance equal to 2.99 times his then current
base salary ($488,000) 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 annual target MICP award (($488,000 + $268,400) x 3). In the event of a long-
term disability, Mr. McArthur 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.
2 There is no provision for payment of annual incentive under voluntary termination, involuntary not for cause
termination, or for cause termination. Mr. McArthur is not eligible for early retirement or normal retirement. In the event of
involuntary or good reason termination (CIC), Mr. McArthur would receive 100% of his target bonus under the Annual Cash
Incentive Compensation Plan provisions of the Management Change-in-Control Plan, calculated as 55% times $488,000. In the
event of death or disability, Mr. McArthur 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. McArthur’s MICP award was $220,000.
3 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 voluntary termination, involuntary not for cause termination, or for cause termination.
Mr. McArthur is not eligible for early retirement or normal retirement. In the event of involuntary or good reason termination (CIC),
unvested performance shares vest as of the date of Management Change-in-Control and payment is made based upon the target value
of the award. In the event of disability, a pro rata percentage of performance shares would vest based upon the period of employment
during performance measurement period and the extent that the performance factors are satisfied. In the event of death, the 2008
performance shares would vest 100% and be paid in an amount using performance factors determined at the time of the event. For
the 2009 and 2010 performance grants, the target value of the award would be paid based upon time in the plan.