exhibit10c.htm


    
      

      

    

    
      Exhibit
10(c)

      


      FPL
GROUP, INC.

      AMENDED
AND RESTATED LONG-TERM INCENTIVE PLAN

      DEFERRED
STOCK AWARD

      


      AGREEMENT

      


      


      AGREEMENT, dated as of August 17, 2009,
between FPL Group, Inc. (hereinafter called the "Company") and Moray P. Dewhurst (hereinafter
called the "Participant").

      


      1.           Grant of Deferred Stock
Award.   The Company hereby grants to the Participant as
of August 17, 2009 (the “Effective Date”), a Deferred Stock Award (the “Deferred
Stock Award”) consisting of 25,219 shares of common stock
of the Company, par value $.01 per share (“Common Stock”), which shares shall be
subject to the restrictions noted below. The number of shares of Common Stock
comprising the Deferred Stock Award from time to time shall be referred to in
this Agreement as the "Deferred Stock."  The Deferred Stock, together
with any dividends or other earnings or proceeds derived therefrom, shall be
referred to in this Agreement as the "Deferred Stock Award."

      


      2.           Issuance of Shares
..   Subject to the limitations and other terms and
conditions set forth in this Agreement and the Company's Amended and Restated
Long-Term Incentive Plan, as amended from time to time (the "Plan"), on, or
within thirty (30) days following, the last day of the Deferral Period the
Company shall issue, in the manner and from the Common Stock authorized under
the Plan, the Deferred Stock.  The Participant's rights under this
Agreement shall be the same as those of other general, unsecured creditors of
the Company.

      


                 3.           Dividends and Other
Income.   In the event a dividend is payable on Common
Stock in additional shares of Common Stock, an amount denominated in shares of
Common Stock equal to such dividend shall, as of the ex dividend date for such
dividend, become part of the Deferred Stock Award for all purposes of this
Agreement.  In the event a dividend on Common Stock is payable in
property other than cash or Common Stock, an amount equal to such dividend
shall, as of the ex dividend
date for such dividend, become part of the Deferred Stock Award for all
purposes of this Agreement, unless the committee constituted for purposes of
section 2.08 of the Plan (the “LTIP Committee”) directs that such property be
deemed to be reinvested in additional shares of Common Stock.  In the
event a dividend on Common Stock is payable in cash, such dividend shall, as of
the ex dividend date
for such dividend, become part of the Deferred Stock Award for all purposes of
this Agreement.  Unless the LTIP Committee directs otherwise, cash
dividends paid with respect to Deferred Stock and any property comprising the
Deferred Stock Award shall be deemed to be applied to the purchase of additional
shares of Common Stock:

      


      (a)           as
soon as practicable after the ex dividend date, to the
extent the Participant is not then a reporting person under, or such application
may then be made in reliance on exemption from the reporting requirements of,
section 16(a) of the Securities Exchange Act of 1934, as amended ("the "Exchange
Act"); and

      


      (b)           in
all other cases, on the second business day after the Company releases its
financial results for its most recently completed fiscal year.

      


      4.           Voting and other Shareholders'
Rights. Unless otherwise determined by the LTIP Committee, the
Participants shall have no rights appurtenant to the Deferred Stock Award,
including but not limited to voting rights, responses to tender offers and
exchange offers, election of consideration in business combination transactions,
and dissent and appraisal rights.

      


      5.           Deferral
Period.

      


      (a)            The Common Stock shall
not be distributed or distributable to the Participant in satisfaction of the
Deferred Stock Award prior to the end of a deferral period which shall begin on
the Effective Date and end on:

      


      (i)           January
1st of the calendar year following the calendar year in which the Participant
experiences a Termination of Service; or

      


      (ii)           if
later and the Participant is a "specified employee" (within the meaning of
section 409A of the Code and the regulations thereunder), the date which is six
(6) months after the Participant's Termination of Service

      


       (the
"Deferral  Period").  For purposes of this Agreement the
term "Termination of Service" shall have the meaning assigned to it under
section 409A of the Code and the regulations promulgated
thereunder.

      


      (b)           On
or within ten (10) days following the last day of the Deferral Period, the
Vested Portion of the Deferred Stock Award (as determined in accordance with
section 6 of this Agreement) shall be distributed to the Participant (or in the
event of the Participant's death, to his beneficiary determined in accordance
with the terms of this Agreement).  To the extent the Deferred Stock
Award is deemed to consist of shares of Common Stock, distribution shall be made
in kind.   To the extent the Deferred Stock Award is deemed to
consist of property other than cash or Common Stock, distribution shall be made
in cash unless the LTIP Committee directs otherwise. If the Deferred Stock Award
consists of cash or other property in addition to Deferred Stock, the
distribution shall be applied proportionately to each asset included in the
Deferred Stock Award, unless the LTIP Committee determines
otherwise.

      


      6.           Vesting.

      


      (a)           In
General.  Except as otherwise provided in this section 6, the Vested
Portion of the Deferred Stock Award shall be (i) 0%, if the Participant's
Termination of Employment occurs prior to June 15, 2012; (ii) 50%, if the
Participant's Termination of Employment occurs after June 14, 2012 and prior to
June 15, 2017; and (ii) 100%, if the Participant's Termination of Employment
occurs on or after June 15, 2017.  For all purposes of this Agreement,
unless otherwise determined by the LTIP Committee, the Participant's Termination
of Employment will occur on the date on which he ceases to perform any services
for the Company or an affiliated entity for which he receives compensation that
is reportable on IRS Form W-2 for federal income tax purposes.

      


      (b)           Vesting
due to the Death or Disability of the Participant. If the Participant's
Termination of Employment results from the Participant's death or Disability,
the Vested Portion of the Deferred Stock Award shall be the greater of the (i)
percentage determined under section 6(a) of this Agreement or (ii) the
percentage determined under the following table:

      


      
        	
                If
      Termination of Employment Due to Death or Disability
Occurs

              	
                The
      Percentage Is

              
	
                after

              	
                but
      prior to

              
	 
      	 
      	 
      
	
                December
      31, 2008

              	
                January
      1, 2010

              	
                20%

              
	
                December
      31, 2009

              	
                January
      1, 2011

              	
                30%

              
	
                December
      31, 2010

              	
                January
      1, 2012

              	
                40%

              
	
                December
      31, 2011

              	
                January
      1, 2013

              	
                50%

              
	
                December
      31, 2012

              	
                January
      1, 2014

              	
                60%

              
	
                December
      31, 2013

              	
                January
      1, 2015

              	
                70%

              
	
                December
      31, 2014

              	
                January
      1, 2016

              	
                80%

              
	
                December
      31, 2015

              	
                January
      1, 2017

              	
                90%

              
	
                December
      31, 2016

              	 
      	
                100%

              


      

      


      Disability
shall be considered to exist at the Participant's Termination of Employment if,
on such date, the Participant is suffering from a medical condition which
qualifies him (or would, upon completion of any applicable waiting or
elimination period, qualify him) for benefits under the FPL Group Long Term
Disability Plan for Executives as in effect on the date of this
Agreement.

      


      (c)           Vesting
Due to a Change of Control.   In the
event of a Change of Control, followed by the Participant's Involuntary
Discharge without Cause or Resignation with Good Reason, the Vested Portion of
the Deferred Stock Award shall be the greater of the (i) percentage determined
under section 6(a) of this Agreement or (ii) the percentage determined under the
following table:

      


      
        	
                If
      Termination of Employment following a Change of Control
    Occurs

              	
                The
      Percentage Is

              
	
                On
      or after

              	
                but
      prior to

              
	 
      	 
      	 
      
	
                December
      31, 2008

              	
                December
      31, 2009

              	
                30%

              
	
                December
      31, 2009

              	
                December
      31, 2010

              	
                40%

              
	
                December
      31, 2010

              	
                December
      31, 2011

              	
                50%

              
	
                December
      31, 2011

              	
                December
      31, 2012

              	
                60%

              
	
                December
      31, 2012

              	
                December
      31, 2013

              	
                70%

              
	
                December
      31, 2013

              	
                December
      31, 2014

              	
                80%

              
	
                December
      31, 2014

              	
                December
      31, 2015

              	
                90%

              
	
                December
      31, 2015

              	 
      	
                100%

              


      

      


      For
purposes of this section 6(c), the terms "Change of Control", "Involuntary
Discharge without Cause" and "Resignation with Good Reason" shall have the
meanings assigned to them in section 8. With respect to the Deferred Stock Award
granted hereunder, the provisions of this section 6(c) shall supercede the
provisions of that certain Executive Retention and Employment Agreement between
the Participant and the Company dated August 17, 2009, as such may be amended
(“Retention Agreement”), and the Participant specifically acknowledges and
agrees that the terms and conditions of the Retention Agreement shall not apply
to this Deferred Stock Award.

      


      7.           Forfeitures.

      


      (a)           If,
on the date of the Participant's Termination of Employment, the Vested Portion
of the Deferred Stock Award is less than 100%, the portion of the Deferred Stock
Award that is not vested shall be forfeited and shall not be eligible to be
reinstated in the event the Participant is subsequently
re-employed.  If the Deferred Stock Award is deemed to consist of cash
or other property in addition to Deferred Stock, the forfeiture shall be applied
proportionately to each asset included in the Deferred Stock Award, unless the
LTIP Committee determines otherwise.

      


      (b)           If,
at any time, the Participant violates any of the provisions of section 15, the
Participant shall forfeit his entire interest, vested and unvested, in any
portion of the Deferred Stock Award that has not been distributed.

      


      8.           Certain
Defined Terms.

      


       (a)           For
all purposes of this Agreement, the term "Change of Control" shall have the
meaning assigned to it under the Plan as in effect on the date of this
Agreement.

       

      (b)           For
all purposes of this Agreement, "Involuntary Discharge without Cause" shall mean
a Termination of Employment by the Company that is not for "Cause" described in
section 7(b) of the Executive Retention Employment Agreement between FPL Group,
Inc. and the Participant dated August 17, 2009, as in effect on the date of this
Agreement (the "Retention Agreement") or the result of the Participant's death
or Disability.

       
 

      (c)           For
purposes of this Agreement, "Resignation with Good Reason" shall mean the
Participant's voluntary resignation under the circumstances described in section
7(c) of the Retention Agreement.:

       

      9.           Tax
Withholding.  Upon vesting, distribution, or any other taxable
event in relation to the Deferred Stock, the Company shall be authorized, in
order to meet the Company’s obligations for the payment of withholding taxes
(including federal and state income taxes and payroll taxes applicable to the
taxable income relating to such event), to remit  the minimum required
withholding taxes to the appropriate tax authority on the Participant's behalf
and to deduct the amount so remitted from the Deferred Stock
Award.  Unless the Committee determines otherwise, any such deduction
shall be applied first to cash balances included in the Deferred Stock Award,
second (if necessary) to assets other than cash and Deferred Stock that comprise
the Deferred Stock Award and third (if necessary) to Deferred
Stock.  Deductions applied to property other than cash shall be based
on the fair market value of the property as of the date of
withholding.

      


      10.           Compliance with Laws and
Regulations.

       

      (a)           The Deferred
Stock Award is intended to be, to the maximum extent permitted under applicable
laws, an unfunded, non-qualified plan maintained primarily for the purpose of
providing deferred compensation for highly compensated employees, as
contemplated by sections 201(2), 301(a)(3), and 401(a)(1) of ERISA. The Deferred
Stock Award is not intended to comply with the requirements of section 401(a) of
the Code or to be subject to Parts 2, 3, and 4 of Title I of ERISA. The Deferred
Stock Award shall be administered and construed so as to effectuate this
intent.

       

      (b)           The Deferred
Stock Award is further intended to be a non-qualified deferred compensation plan
described in section 409A of the Code. The Deferred Stock Award shall be
operated, administered, and construed to comply with the requirements of section
409A of the Code and the regulations thereunder.  In addition, the
Deferred Stock Award shall be subject to amendment, with or without advance
notice to Participants and other interested parties, and on a prospective or
retroactive basis, including but not limited amendment in a manner that
adversely affects the rights of participants and other interested parties, to
the extent necessary to effect such compliance.

       

      11.           Designation of
Beneficiary.  The Participant may designate a beneficiary or
beneficiaries (which may be an entity other than a natural person) to receive
payments and other distributions in respect of the Deferred Stock Award upon the
Participant's death.  At any time, and from time to time, any such
designation may be changed or canceled by the Participant without the consent of
any beneficiary.  Any such designation, change or cancellation must be
by written notice filed with the Executive Vice President, Human Resources of
the Company and shall not be effective until received by the Executive Vice
President, Human Resources of the Company. If the Participant designates more
than one beneficiary, such beneficiaries shall receive an equal portion of any
distribution, unless the Participant has designated otherwise, in which case
each beneficiary shall receive the portion designated by the
Participant.  If no beneficiary has been named by the Participant, the
Participant's beneficiary shall be the executor or administrator of the
Participant's estate.

      


      12.              Nonassignability.  The
Participant's rights and interest in the Deferred Stock and other vested
balances may not be assigned, pledged, or transferred prior to the expiration of
the Deferral Period except, in the event of death, to a designated beneficiary
or by will or by the laws of descent and distribution.

      


      13.              Effect Upon Employment. This
Deferred Stock Award is not to be construed as giving any right to the
Participant for continuous employment by the Company or a subsidiary or to any
specific term, condition or privilege of employment other than the Deferred
Stock Award evidenced by this Agreement.  The Company and its
subsidiaries retain the right to terminate an employee at will and with or
without cause at any time to the full extent such rights exist in the absence of
this Agreement.

      


      14.              Successors.  This
Deferred Stock Award shall be binding upon any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) of the Company.
The Company
shall require any successor to assume expressly and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession had taken place.  As used
in this Agreement, "Company" shall mean the Company and any successor to its
business and/or assets as aforesaid which assumes and agrees to perform this
Agreement by operation of law, or otherwise.

      


      15.              Protective
Covenants.  In consideration of the Deferred Stock Award
granted under this Agreement, the Participant covenants and agrees as follows
(the "Protective Covenants"):

       

      (a)           During
Participant's employment with the Company, and for a two-year period following
the termination of the Participant's employment with the Company, Participant
agrees not to compete or attempt to compete for, or act as a broker or otherwise
participate in, any projects in which the Company has at any time done any work
or undertaken any development efforts. Furthermore, during the Participant's
employment with the Company, Participant shall not directly or indirectly
solicit any of the Company’s customers, vendors, contractors, agents, or any
other parties with which the Company has an existing or prospective business
relationship, for the benefit of Participant or for the benefit of any third
party, nor shall the Participant accept consideration or negotiate or enter into
agreements with such parties for the benefit of Participant or any third
party.

       

      (b)           During
the Participant's employment with the Company and for a two-year period
following the termination of the Participant's employment with the Company, the
Participant shall not, directly or indirectly, on behalf of the Participant or
for any other business, person or entity, entice, induce or solicit or attempt
to entice, induce or solicit any employee of the Company to leave the Company's
employ or to hire or to cause any employee of the Company to become employed for
any reason whatsoever.

       

      (c)           Participant
shall not, at any time in the future and in any way, disparage the Company or
its current or former officers, directors, and employees, orally or in writing,
or make any statements that may be derogatory or detrimental to the Company’s
good name or business reputation.

       

      (d)           Participant
acknowledges that the Company would not have an adequate remedy at law for
monetary damages if Participant breaches these Protective
Covenants.  Therefore, in addition to all remedies to which the
Company may be entitled for a breach or threatened breach of these Protective
Covenants, including but not limited to monetary damages, the Company will be
entitled to specific enforcement of these Protective Covenants and to injunctive
or other equitable relief as a remedy for a breach or threatened
breach.  In addition, upon any breach of these Protective Covenants or
any separate Confidentiality Agreement between the Company and the Participant,
all rights to receive shares of Common Stock and dividends under this Award
shall be forfeited.

       

      (e)           For
purposes of this Section 15, the term “Company” shall include all subsidiaries
and affiliates of the Company, including, without limitation, Florida Power
& Light Company and NextEra Energy Resources, LLC, and their respective
subsidiaries and affiliates.

       

      (f)           Notwithstanding
anything to the contrary contained in this Agreement, the terms of these
Protective Covenants shall survive the termination of this Agreement and shall
remain in effect.

       

      16.           Incorporation of Plan's
Terms.  This Agreement is made under and subject to the
provisions of the Plan, and all the provisions of the Plan are also provisions
of this Agreement.  If there is a difference or conflict between the
provisions of this Agreement and the mandatory provisions of the Plan, the
provisions of the Plan will govern.  If there is a difference or
conflict between the provisions of this Agreement and a provision of the Plan as
to which the LTIP Committee is authorized to make a contrary determination, the
provisions of this Agreement will govern. (For example, the provisions of this
Agreement with respect. to Change of Control shall govern.) All terms used
herein are used as defined in the Plan as it may be amended from time to time,
except where explicitly stated to the contrary.  The Company and
Committee retain all authority and powers granted by the Plan as it may be
amended from time to time not expressly limited by this Agreement.

      


      17.           Interpretation.  The
Committee has the sole and absolute right to interpret the provisions of this
Agreement.

      


      18.           Governing
Law/Jurisdiction.  This Agreement shall be construed and
interpreted in accordance with the laws of the State of Florida, without regard
to its conflict of laws principles.  All suits, actions, and
proceedings relating to this Agreement may be brought only in the courts of the
State of Florida located in Palm Beach County or in the United States District
Court for the Southern District in West Palm Beach, Florida.  The
Company and Participant shall consent to the nonexclusive personal jurisdiction
of the courts described in this section for the purpose of all suits, actions,
and proceedings.  The Company and Participant each waive all
objections to venue and to all claims that a court chosen in accordance with
this section is improper based on a venue or a forum non conveniens
claim.

      


      By signing this Agreement, the
Participant accepts and agrees to all of the foregoing terms and provisions and
to all the terms and provisions of the Plan incorporated herein by reference and
confirms that he has received or has access to a copy of the Plan.

      


      IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the day and year first above
written.

      


      
        	
                FPL
      GROUP, INC.

                 

                 

                          /s/
      James W. Poppell

              	 
      
	 
      	 
      
	
                James
      W. Poppell, Sr.

                Executive
      Vice President, Human Resources

              	 
      
	 
      
	
                 

                 

                Participant

                 

                 

                          /s/
      Moray P. Dewhurst

              
	 
      
	
                Moray
      P. Dewhurst

                10995