Progress Energy 2010 Annual Report Download - page 208

PROXY STATEMENT
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4 Amounts shown for restricted stock units are based on a December 31, 2010, closing price of $43.48 per share.
For a detailed description of outstanding restricted stock units, see the “Outstanding Equity Awards at Fiscal Year-End Table.”
Unvested restricted stock units 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), all outstanding restricted stock units would vest immediately. Upon death or disability, all outstanding
restricted stock units that are more than one year past their grant date would vest immediately. Shares that are less than one year
past their grant date would be forfeited. Mr. McArthur would immediately vest restricted stock units granted in 2007, 2008, and
2009; and would forfeit restricted stock units granted in 2010.
5 Amounts shown for restricted stock shares are based on a December 31, 2010, closing price of $43.48 per share.
For a detailed description of outstanding restricted stock shares, see the “Outstanding Equity Awards at Fiscal Year-End Table.”
Unvested restricted stock 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), all outstanding restricted stock shares would vest immediately. Upon death or disability, all outstanding
restricted stock shares that are more than one year past their grant date would vest immediately. Shares that are less than one year
past their grant date would be forfeited. All of Mr. McArthur’s restricted stock grant dates are beyond the one-year threshold;
therefore, all outstanding restricted stock shares would vest immediately.
6 Mr. McArthur was not vested under the SERP as of December 31, 2010, so this is the incremental value due to
accelerated vesting under involuntary or good reason termination (CIC). No accelerated vesting or incremental nonqualified
pension benefit applies under any other scenario above.
7 All outstanding deferred compensation balances will be paid immediately following termination, subject to IRC
Section 409(a) regulations, under voluntary termination, involuntary not for cause termination, for cause termination, involuntary
or good reason termination (CIC), death and disability. Mr. McArthur is not eligible for early retirement or normal retirement.
Unvested MICP deferral premiums would be forfeited. Mr. McArthur would forfeit $0 of unvested deferred MICP premiums.
8 No post-retirement health care benefits apply under voluntary termination, for cause termination, death or
disability. Mr. McArthur is not eligible for early retirement or normal retirement. Under involuntary not for cause termination,
Mr. McArthur would be reimbursed for 18 months of COBRA premiums at $923.64 per month as provided in his employment
agreement. In the event of involuntary or good reason termination (CIC), the Management Change-in-Control Plan provides for
Company-paid medical, dental and vision coverage in the same plan Mr. McArthur was participating in prior to termination for
36 months at $905.53 per month.
9 Mr. McArthur would be eligible to receive $500,000 proceeds from the executive AD&D policy.
10 Upon a change in control, the Management Change-in-Control Plan provides for the Company to pay all excise taxes
under IRC Section 280G plus applicable gross-up amounts for Mr. McArthur. Under IRC Section 280G, Mr. McArthur would
be subject to excise tax on $4,372,154 of excess parachute payments above his base amount. Those excess parachute payments
result in $874,431 of excise taxes, $1,439,541 of tax gross-ups, and $33,553 of employer Medicare tax related to the excise
tax payment.
11 See “Management Change-in-Control Plan – Application of the CIC Plan and Other Compensation Related
Consequences of the Proposed Merger with Duke Energy” on pages 38 through 39 above for a discussion regarding
“involuntary” or “good reason” termination following the merger with Duke Energy.