Form Of Performance Shares Agreement



 Exhibit 10.19 
  
 TECO ENERGY, INC. 
 2004 EQUITY
INCENTIVE PLAN 
  
 Performance Shares Agreement

  
 TECO Energy, Inc. (the “Company”) and
_____________________________________ (the “Grantee”) have entered into this Performance Shares Agreement (the “Agreement”) dated April 28, 2004 under the Company’s 2004 Equity Incentive Plan (the
“Plan”). Capitalized terms not otherwise defined herein have the meanings given to them in the Plan. 
  
 1. Grant of Performance Shares. Pursuant to the Plan and subject to the terms and conditions set forth in this Agreement, the Company hereby
grants, issues and delivers to the Grantee ___________________ shares (“Number of Restricted Performance Shares”) of its Common Stock (the “Restricted Performance Shares”) as of the date of this Agreement and will
grant, issue and deliver to the Grantee the Performance Reward Percentage of ___________________ shares (“Number of Additional Performance Shares”) of its Common Stock (the “Additional Performance Shares”) no later
than 30 days after the end of the Performance Period. 
  
 The
“Performance Period” is the period beginning April 1, 2004 and ending on the date determined under Section 3. 
  
 “Total Shareholder Return” is the amount obtained by dividing (1) the sum of (a) the amount of dividends with respect to the Performance
Period, assuming dividend reinvestment, and (b) the difference between the share price at the end and beginning of the Performance Period, by (2) the closing share price at the beginning of the Performance Period, with the share price in each case
being determined by using the average closing price during the 20 trading days preceeding (and inclusive of) the date of determination The share price shall be equitably adjusted for stock splits and other similar corporate actions affecting the
stock. 
  
 The “Performance Measurement” is a
measurement of the relative performance of the Company’s Common Stock calculated by assuming the Company was included in the Dow Jones U.S. Electrical Utilities Index-All Regions (ELC) and then ordering the ELC (as constituted at the end of the
Performance Period) by Total Shareholder Return from highest to lowest. 
  
 The “Performance Reward Percentage” is the percentage shown in column B corresponding to the Performance Measurement in column A, with interpolation of the percentages in column B in proportion to the corresponding
placement in column A. The Performance Reward Percentage for Restricted Performance Shares shall not exceed 100%, and the Performance Reward Percentage for Additional Performance Shares shall be the amount, if any, in excess of 100%. 
  










				
	          A           

	  	B

	 
	 Performance
Measurement

	  	Performance Reward
Percentage

	 
	 Bottom 33% of the ELC
	  	0	%
	 Equal to the median of the ELC
	  	90	%
	 Top 10% of the ELC
	  	200	%

  
 2. Restrictions on
Restricted Performance Shares. Until the restrictions terminate under Section 3, unless otherwise determined by the Committee: 
  
 (a) the Restricted Performance Shares may not be sold, assigned, pledged or transferred by the Grantee; and 
  
 (b) all Restricted Performance Shares will be forfeited and
returned to the Company and the Grantee will cease to have any right to receive any additional Performance Shares, if the Grantee ceases to be an employee of the Company or any business entity in which the Company owns directly or indirectly 50% or
more of the total voting power or has a significant financial interest as determined by the Committee (an “Affiliate”). 
  
 3. End of Performance Period and Termination of Restrictions. The Performance Period will end, the restrictions on the Performance Reward
Percentage of the Number of Restricted Performance Shares will terminate, the remainder of the Restricted Performance Shares will be forfeited and returned to the Company, and the Grantee will cease to have any right to receive any Additional
Performance Shares in excess of the Performance Reward Percentage of the Number of Additional Performance Shares, on the earliest to occur of the following events: 
  
 (a) the Grantee’s death; 
  
 (b) the termination of Grantee’s employment with the Company or any Affiliate because of a disability
that would entitle the Grantee to benefits under the long-term disability benefits program of the Company for which the Grantee is eligible, as determined by the Committee; 
  
 (c) the termination by the Company or any Affiliate of Grantee’s employment other than for Cause as
determined by the Committee. “Cause” means (i) willful and continued failure of the Grantee to substantially perform his duties with the Company or such Affiliate (other than by reason of physical or mental illness) after written demand
specifically identifying such failure is given to the Grantee by the Company, or (ii) willful conduct by the Grantee that is demonstrably and materially injurious to the Company. For purposes of this subsection, “willful” conduct requires
an act, or failure to act, that is not in good faith and that is without reasonable belief that the action or omission was in the best interest of the Company or the Affiliate; 
  

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 (d) the Grantee’s retirement from the Company or an Affiliate at or after attainment
of the age that is three years before the Grantee’s Social Security Normal Retirement Age, or any earlier date that the Committee determines will constitute a normal retirement for purposes of this Agreement; 
  
 (e) upon a Change in Control. For purposes of this
Agreement, a “Change in Control” means a change in control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of
1934, as amended (the “Exchange Act”), whether or not the Company is in fact required to comply therewith; provided, that, without limitation, such a Change in Control shall be deemed to have occurred if: 
  
 (1) any “person” (as such term is used in Sections
13(d) and 14(d) of the Exchange Act), other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned, directly or indirectly, by the shareholders of the Company in
substantially the same proportions as their ownership of stock of the Company is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or
more of the combined voting power of the Company’s then outstanding securities; 
  
 (2) during any period of twenty-four (24) consecutive months (not including any period prior to the date of this Agreement), individuals
who at the beginning of such period constitute the Board of Directors of the Company and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in
subsections (1), (3) or (4) of this Section 3(e)) whose election by the Board of Directors of the Company or nomination for election by the shareholders of the Company was approved by a vote of at least two-thirds (2/3) of the directors then still
in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; 
  
 (3) there is consummated a merger or consolidation of the
Company or any direct or indirect subsidiary of the Company with any other corporation, other than (i) a merger or consolidation resulting in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either
by remaining outstanding or by being converted into voting securities of the surviving entity) at least 65% of the combined voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or
consolidation or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no “person” (as hereinabove defined) acquires 30% or more of the combined voting power of the
Company’s then outstanding securities; or 
  
 (4) the shareholders of the Company approve a plan of complete liquidation of the Company or there is consummated the sale or disposition by the Company of all or substantially all of the Company’s assets; or 
  
 (f) March 31, 2007. 
  

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 4. Rights as Shareholder. Subject to the restrictions and other limitations and conditions provided in this
Agreement, the Grantee as owner of the Restricted Performance Shares will have all the rights of a shareholder, including but not limited to the right to receive all dividends paid on, and the right to vote, the Restricted Performance Shares.

  
 5. Stock Certificates. Each certificate issued for shares of Restricted
Performance Shares will be registered in the name of the Grantee and deposited by the Grantee with the Company and will bear a legend in substantially the following form: 
  
 THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS, CONDITIONS AND
RESTRICTIONS (INCLUDING RESTRICTIONS ON TRANSFER AND FORFEITURE PROVISIONS) CONTAINED IN AN AGREEMENT BETWEEN THE REGISTERED OWNER AND TECO ENERGY, INC. A COPY OF SUCH AGREEMENT WILL BE FURNISHED TO THE HOLDER OF THIS CERTIFICATE UPON WRITTEN
REQUEST AND WITHOUT CHARGE. 
  
 Upon the termination of the
restrictions imposed under this Agreement as to any shares of Restricted Performance Shares deposited with the Company hereunder under conditions that do not result in the forfeiture of those shares, the Company will return to the Grantee (or to
such Grantee’s legal representative, beneficiary or heir) certificates, without such legend, for such shares. 
  
 6. Adjustment of Terms. In the event of corporate transactions affecting the Company’s outstanding Common Stock, the Committee will equitably
adjust the number and kind of Additional Performance Shares subject to this Agreement to the extent provided by the Plan. 
  
 7. Notice of Election Under Section 83(b). If the Grantee makes an election under Section 83(b) of the Internal Revenue Code of 1986, as amended,
with respect to Restricted Performance Shares, he or she will provide a copy thereof to the Company within 30 days of the filing of such election with the Internal Revenue Service. 
  
 8. Withholding Taxes. The Grantee will pay to the Company, or make provision satisfactory to the Committee for
payment of, any taxes required by law to be withheld in respect of the Restricted Performance Shares and Additional Performance Shares no later than the date of the event creating the tax liability. Such tax obligations may be paid in whole or in
part in shares of Common Stock, including the Restricted Performance Shares and the Additional Performance Shares, valued at fair market value on the date of delivery (which is defined as the average of the high and low trading price on the New York
Stock Exchange on the previous trading day). The Company and its Affiliates may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to the Grantee. 
  

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 9. The Committee. Any determination by the Committee under, or interpretation of the terms of,
this Agreement or the Plan will be final and binding on the Grantee. 
  
 10. Limitation of Rights. The Grantee will have no right to continued employment by virtue of this Agreement. 
  
 11. Amendment. The Company may amend, modify or terminate this Agreement, including substituting another Award of the same or a different type and
changing the date of realization, provided that the Grantee’s consent to such action will be required unless the action, taking into account any related action, would not adversely affect the Grantee. 
  
 12. Governing Law. This Agreement will be governed by and interpreted
in accordance with the laws of Florida. 
  

			
	 TECO ENERGY, INC.

		
	 By:
	 	 
	 	 	 C.E. Childress

	 	 	 Chief Human Resources Officer

	
	 
	
	 ___________________________________



  

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