EX-10.43



 





EXHIBIT 10.43




FirstEnergy Corp.

Executive and Directors Incentive Compensation Plan

Restricted Stock Agreement




	 	 	 
	

	 	Award No.: 25
	 
	 	 
	

	 	Number of Shares Awarded:    shares
	 
	 	 
	

	 	Date of Grant: August 20, 2004






This Restricted Stock Agreement (“Agreement”) is entered into as of August 20,
2004 between FirstEnergy Corp. (“FE”) and    (“Recipient”).




AWARD



On February 17, 1998, The Board of Directors (“Directors”) of FE adopted the FE
Executive and Director Incentive Compensation Plan (“Plan”), which was approved
by the common stock shareholders on April 30, 1998, and became effective May 1,
1998. As of the date of this Agreement, per the terms of the Plan, FE grants
to the Recipient the above number of restricted shares of FE Common Stock
(“Restricted Shares”) per the terms and conditions of Article 8 of the Plan.



GENERAL TERMS



This Agreement is subject to the following terms and conditions as outlined in
the Plan:



Restricted Period





	1.	 	Restricted Shares shall not be sold, transferred, pledged, or assigned,
until the earliest of:






	a)	 	August 20, 2007;
	 
	b)	 	The date of the Recipient’s death;
	 
	c)	 	The date that the Recipient’s employment is terminated due to
Disability (as defined under Section 8.10 of the Plan); or
	 
	d)	 	The date that a Change in Control occurs.




The period from the date of this Agreement until the earliest of the above
dates is referred to as the “Restricted Period.”




Registration and Certificate Legend




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FE shall register a certificate(s) in the name of the Recipient for the number
of Restricted Shares specified above. Each certificate will bear the following
legend until the time that Recipient’s employment terminates:





	 	 	“The sale or transfer of the shares of stock represented
by this certificate, whether voluntary, involuntary, or by
operation of law, is subject to certain restrictions on
transfer set forth in the Executive and Director Incentive
Compensation Plan of the FirstEnergy Corp., in the rules
and administrative procedures adopted pursuant to such
Plan, and in a Restricted Stock Agreement dated August 20,
2004. A copy of the Plan, such rules and procedures, and
such Restricted Stock Agreement may be obtained from the
Corporate Secretary of FirstEnergy Corp.”





Forfeiture



Recipient shall forfeit the Restricted Shares upon the occurrence of any of the
following events at any time before the expiration of the Restricted Period:





	•	 	Termination of employment with FE or its subsidiaries for any reason
other than death, Disability, involuntary termination under conditions
in which the Recipient qualifies for and elects benefits under the FE
Severance Benefits Plan, or unless the restrictions are waived or
modified in the sole discretion of the Committee.
	 
	•	 	Any attempt to sell, transfer, pledge, or assign the Restricted Shares
in violation of the above.




Under the occurrence of any of the above before the expiration of the
Restricted Period, the Restricted Shares shall be forfeited to FE and the
Recipient’s interest in the Restricted Shares, including the right to vote and
receive dividends, shall terminate immediately.



Voting and Dividend Rights



Subject to the above restrictions, the Recipient shall be entitled to all other
rights of ownership, including, but not limited to, the right to vote the
Restricted Shares and to receive dividends. Dividends payable during the
Restricted Period will be automatically reinvested in restricted shares that
are subject to the same restrictions above.




Expiration of Restricted Period



Should Recipient’s employment with FE continue after expiration of the
Restricted Period, Recipient will not be permitted to sell, transfer, pledge,
or assign the Restricted Shares or any shares received as (or through the
reinvestment of) dividends upon or adjustments to those shares (collective, the
“Transfer Restricted Securities”) until such time as Recipient’s employment
with FE and its subsidiaries terminates. Any attempt to sell transfer, pledge,
or assign any such transfer on its books or teat any purported transferee of
the Transfer Restricted Securities as the owner of such shares for any purpose.
The Committee may, however, in its sole discretion waive the foregoing
transfer restrictions in whole or in part, and, in addition, the Recipient will
be permitted to tender Restricted Shares to FE under Section 16.2 of the Plan
to the minimum amount necessary to satisfy tax withholding obligations
associated with the Restricted Shares.




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Recipient agrees that FE may maintain custody of the certificate or
certificates evidencing the Transfer Restricted Securities until the expiration
of Recipient’s employment with FE and its subsidiaries in order to enforce the
restrictions provided in this Agreement. Upon the termination of Recipient’s
employment with FE and its subsidiaries for any reason after (or
contemporaneous with) termination of the Restricted Period, Recipient shall be
entitled to have the legend removed from the certificate or certificates. FE’s
obligation to remove the legend is subject to Recipient making the necessary
arrangements with FE to satisfy any withholding obligations.



Effect on the Employment Relationship



Nothing in this Agreement guarantees employment with FE, nor does it confer any
special rights or privileges to the Recipient as to the terms of employment.



Adjustments



In the event of any merger, reorganization, consolidation, recapitalization,
separation, liquidation, stock dividend, stock split, combination,
distribution, or other change in corporate structure of FE affecting the Common
Stock, the Committee will adjust the number and class of securities in this
restricted stock grant in a manner determined appropriate to prevent dilution
or diminution of the stock grant under this Agreement.



Administration





	1.	 	The administration of this Agreement and the Plan will be performed in
accordance with Article 3 of the Plan. All determinations and decisions
made by the Committee, the Board, or any delegate of the Committee as to
the provisions of the Plan shall be final, conclusive, and binding on all
persons.
	 
	2.	 	The terms of this Agreement are governed at all times by the official
text of the Plan and in no way alter or modify the Plan.
	 
	3.	 	If a term is capitalized but not defined in this Agreement, it has the
meaning given to it in the Plan.
	 
	4.	 	To the extent a conflict exists between the terms of this Agreement and
the provisions of the Plan, the provisions of the Plan shall govern.
	 
	5.	 	This Agreement is governed by the laws of the State of Ohio without
giving effect to the principles of the conflicts of laws.





	 	 	 
	

	 	FirstEnergy Corp.
	 
	 	 
	

	 	By                                                          

          Corporate Secretary







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     I acknowledge receipt of this Restricted Stock Agreement and I accept and
agree with the terms and conditions stated above.



                                                                            

(Signature of Recipient)          




                                                         

           (Date)




(This is ____’s 1st
Restricted Stock Grant)


8/18/04





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