exhibit10p.htm


    
      

      

    

    Exhibit
10(p)

    


    AMENDED
AND RESTATED

    PERFORMANCE
SHARE AWARD AGREEMENT

    


    under
the

    


    FPL
GROUP, INC. AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN

    


    


    This
Performance Share Award Agreement ("Agreement") between FPL Group, Inc.
(hereinafter called the "Company") and ___________________
(hereinafter called the "Participant") is dated ______ ___, 20___ and
amends and restates the performance Share Award Agreement between the Company
and the Participant dated _________ __, 2009.

    


    1.           Grant of Performance Share Award
- The Company hereby grants to the Participant a Performance Share Award
("Award") which confers upon the Participant the right to receive a number of
shares ("Performance Shares") of the Company's common stock, par value $.01 per
share ("Common Stock"), determined as set forth in section 2, below. The
Participant's right to receive the Performance Shares shall be subject to the
terms and conditions set forth in this Agreement and in the Company's Amended
and Restated Long Term Incentive Plan, as amended from time to time (the
"Plan").  The performance period for which this Award is granted is
the period beginning on January 1, 2009 and ending on December 31,
2011 (such period hereinafter referred to as the "Performance
Period").

    


    The
"Target" number of Performance Shares granted to the Participant for the
Performance Period is __________.

    


    2.           Payment of Performance Share
Award – (a) Payment of the Award shall be conditioned upon (i) the
achievement of the annual corporate performance objective established by the
Compensation Committee of the Board (or such other committee designated to
administer the Plan, including, for participants who are not executive officers,
a committee to whom administration has been delegated under the Plan (the
"Committee")) for the Company under the FPL Group, Inc. Amended and Restated
Executive Annual Incentive Plan (or any successor annual incentive plan,
hereinafter the "Annual Incentive Plan") for each of the three calendar years of
the Performance Period (each, a “Corporate Performance Objective”), (ii)
certification of such achievement for each year in the Performance Period by the
Committee and (iii) Committee approval of the number of shares to be paid to the
Participant.  Subject to the provisions of the Plan, the Participant
shall have the right to payment of that percentage of the Participant's Target
number of Performance Shares set forth in section 1 hereof which is equal to the
average of the Participant's percentage achievement under the Annual Incentive
Plan for each year in the Performance Period, but in no event more than 160% of
such Target number of Performance Shares. In addition, the maximum number of
shares of Common Stock which a Participant may receive in any year under this
Agreement and pursuant to all other stock-based Awards which are also subject to
performance criteria is 250,000 shares of Common Stock.  The Committee
has the discretion to reduce the payout, but not to increase it.

    


    (b)  Notwithstanding the
foregoing or the provisions of section 4 hereof, if (i) the Participant is a
party to an Executive Retention Employment Agreement with the Company
("Retention Agreement") and has not waived his or her rights, either entirely or
in pertinent part, under such Retention Agreement, and (ii) the Effective Date
(as defined in the Retention Agreement as in effect on the date hereof) has
occurred and the Employment Period (as defined in the Retention Agreement as in
effect on the date hereof) has commenced and has not terminated pursuant to
section 3(b) of the Retention Agreement (as in effect on the date hereof) then,
so long as the Participant is then employed by the Company or one of its
subsidiaries or affiliates:

    


    (1)           one-half
(1/2) of the Performance Shares shall vest upon a Change of Control (as defined
in the Retention Agreement as in effect on the date hereof) and shall be payable
as soon as practicable thereafter (but in all cases within thirty days of the
Change of Control) earned at a deemed achievement level equal to the higher of
(x) the Target number of shares of Common Stock set forth in this Agreement or
(y) the average level (expressed as a percentage of the Target number of shares
of Common Stock set forth in this Agreement) of achievement in respect of
similar performance stock-based awards which matured over the three fiscal years
immediately preceding the year in which the Change of Control occurred;
and

    


    (2)           the
other one-half (1/2) of the Performance Shares (earned at a deemed achievement
level calculated as set forth in subsection (1), above) shall vest on the
earlier of (i) the date which is one year after the date on which the Change of
Control occurs, if the Participant is then employed by the Company or its
successor, payable as soon as practicable thereafter, or (ii) the date on which
the Participant's employment with the Company or its successor terminates,
payable as soon as practicable thereafter (but in all cases no later than the
15th day of the third month following the
end of the first taxable year in which the right to such payment
arises).

    


    (c)  Notwithstanding
the provisions of sections 2(a) and 4 hereof, if the Participant is not a party
to a Retention Agreement, the rights of the Participant upon a Change of Control
(as defined in the Plan) shall be as set forth in section 9 of the Plan on the
date hereof.

    


    (d)  If,
as a result of a Change of Control, the Common Stock is exchanged for or
converted into a different form of equity security and/or the right to receive
other property (including cash), payment in respect of the Performance Shares
shall, to the maximum extent practicable, be made in the same form.

    


    3.           Payment of Award - Awards
shall be payable in shares of Common Stock.  Upon delivery of
Performance Shares to the Participant, the Company shall have the right to
withhold from any such distribution, in order to meet the Company's obligations
for the payment of withholding taxes, shares of Common Stock with a Fair Market
Value (as defined in the Plan) equal to the minimum statutory withholding for
taxes (including federal and state income taxes and payroll taxes applicable to
the supplemental taxable income relating to such distribution) and any other tax
liabilities for which the Company has an obligation relating to such
distribution.  For the purpose of this Agreement, the date of
determination of Fair Market Value shall be the date as of which the
Participant's rights to payments under this Award are determined by the
Committee in accordance with section 2 hereof.

    


    


    Delivery
of Performance Shares shall occur as soon as administratively practicable
following the Committee's determination of the Participant's right to such
delivery.

    


    4.           Termination of Employment –
Except as otherwise set forth herein, in the event the Participant terminates
employment with the Company during the Performance Period, the Participant's
right to payment of the Award shall be determined as follows:

    


    
      	
              (a)  

            	
              If
      the Participant's termination of employment is due to resignation,
      discharge, or retirement prior to age 65 which does not meet the condition
      set forth in section 4(c), below, all rights to the Award shall be
      immediately forfeited.

            


    

    


    
      	
              (b)  

            	
              If
      the Participant's termination of employment is due to (1) total and
      permanent disability (as defined under the Company's executive long-term
      disability plan), (2) death, or (3) retirement on or after age 65 not
      meeting the condition set forth in section 4(c),
  below:

            


    

    


    
      	
              (i)  

            	
              Participant's
      Target number of Performance Shares for the Performance Period shall be
      reduced to a prorated number of Performance Shares based on the number of
      full days of Participant's service during the Performance Period;
      and

            


    

    


    
      	 
      	
              (ii)

            	
              Participant's
      right to Performance Shares under Section 2 hereof shall be determined as
      the Participant's Target number of Performance Shares, reduced as set
      forth in section 4(b)(i), times the average of the Participant's
      percentage achievement under the Annual Incentive Plan for each year in
      the Performance Period (subject to a maximum of 160%); provided that,
      subject to section 4(e) hereof, the Participant's percentage achievement
      for the year in which the Participant's employment terminates, and any
      subsequent years in the Performance Period, shall be deemed to be 100%;
      and

            


    

    


    
      	 
      	
              (iii)

            	
              Payment
      of Awards under this section 4(b) shall be made after the end of the
      Performance Period at the time and in the manner specified in section 3
      hereof.

            


    

    


    Notwithstanding
the foregoing, if, after termination of employment but prior to payment of any
Award, the Participant breaches any provision hereof, including without
limitation the provisions of section 9 hereof, the Participant shall immediately
forfeit all rights to the Award.

    


    (c)           If
the Participant's termination of employment is due to retirement on or after age
50, and if, but only if, such retirement is evidenced by a writing which
specifically acknowledges that this provision shall apply to such retirement and
is executed by the Company's chief executive officer (or, if the Participant is
an executive officer, by a member of the Committee or the chief executive
officer at the direction of the Committee, other than with respect to himself),
Participant's Target number of Performance Shares for the Performance Period
shall be as set forth in section 1 hereof and Participant's right to Performance
Shares under Section 2 hereof shall be determined as the Participant's Target
number of Performance Shares times the average of the Participant's percentage
achievement under the Annual Incentive Plan for each year in the Performance
Period (subject to a maximum of 160%); provided that, subject to section 4(e)
hereof, the Participant's percentage achievement for the year in which the
Participant's employment terminates, and any subsequent years in the Performance
Period, shall be deemed to be 100%.  Payment of Awards under this
section 4(c) shall be made after the end of the Performance Period at the time
and in the manner specified in section 3 hereof.  Notwithstanding the
foregoing, if, after termination of employment but prior to payment of any
Award, the Participant breaches any provision hereof, including without
limitation the provisions of section 9 hereof, the Participant shall immediately
forfeit all rights to the Award.

    


    (d)         If
a Participant's employment is terminated during the Performance Period for any
reason other than as set forth in sections 4(a), (b) and (c) above, or if an
ambiguity exists as to the interpretation of those sections, the Committee shall
determine whether the Participant's Award shall be forfeited or whether the
Participant shall be entitled to full vesting or pro rata vesting based upon
full days of service completed during the Performance Period.  Payment
of Awards under this section 4(d) shall be made after the end of the Performance
Period at the time and in the manner specified in section 3 hereof.
Notwithstanding the foregoing, if, after termination of employment but prior to
payment of any Award, the Participant breaches any provision hereof, including
without limitation the provisions of section 9 hereof, the Participant shall
immediately forfeit all rights to the Award.

    


    (e) Notwithstanding anything to the
contrary in this Agreement, if the Participant’s employment is terminated during
the Performance Period due to retirement as set forth in section 4(b)(3) or
section 4(c), no portion of any Award that is subject to the achievement of the
Corporate Performance Objective for the portion of the Performance Period (1)
beginning January 1, 2010 and ending on December 31, 2010(“2010 Period”) or
(2) the portion of the Performance Period beginning January 1, 2011 and ending
on December 31, 2011 (“2011 Period”), to which the Participant would
otherwise be entitled pursuant to section 4(b) or section 4(c) shall be payable
unless and until the date on which such Corporate Performance Objective shall
have been achieved, as certified by the Committee as contemplated by section
2(a).  If the Corporate Performance Objective is not achieved and
certified for the 2010 Period, the Participant's percentage achievement for the
2010 Period shall be deemed to be 0%.  If the Corporate Performance
Objective is not achieved and certified for the 2011 Period, the Participant's
percentage achievement for the 2011 Period shall be deemed to be
0%.

    


    Notwithstanding
the foregoing, if the Employment Period (as defined in the Retention Agreement
as in effect on the date hereof) is not then in effect, and the Participant
terminates employment for Good Reason (as defined in the Participant's
Employment Letter with the Company (as in effect on the date hereof, the
"Employment Letter") or the Company terminates the Participant's employment
without Cause (as defined in the Employment Letter), prior to the end of the
Performance Period, then the Participant shall be entitled to a pro rata portion
of this Performance Share Award, calculated assuming that the Participant's
percentage achievement for the year in which the Participant's employment
terminates, and any subsequent years in the Performance Period, shall be deemed
to be 100%; provided, that  no portion of any Award that is subject to
the achievement of the Corporate Performance Objective for the portion of the
Performance Period (1) beginning January 1, 2010 and ending on December 31, 2010
(“2010 Period”) or (2) the portion of the Performance Period beginning January
1, 2011 and ending on December 31, 2011  (the “2011 Period”) shall be
payable unless and until the date on which such Corporate Performance Objective
shall have been achieved, as certified by the Committee as contemplated by
section 2(a).  If the Corporate Performance Objective is not achieved
and certified for the 2010 Period, the Participant's percentage achievement for
the 2010 Period shall be deemed to be 0%.  If the Corporate
Performance Objective is not achieved and certified for the 2011 Period, the
Participant's percentage achievement for the 2011 Period shall be deemed to be
0%.

    


    5.           Adjustments - In the event of
any change in the outstanding shares of Common Stock by reason of any stock
dividend or split, recapitalization, reclassification, merger, consolidation,
combination or exchange of shares or similar corporate change, then the Target
number of Performance Shares granted hereunder shall be adjusted
proportionately.  No adjustment will be made in connection with the
payment by the Company of any cash dividend on its Common Stock or in connection
with the issuance by the Company of any warrants, rights, or options to acquire
additional shares of Common Stock or of securities convertible into Common
Stock.

    


    6.           No Rights of Stock Ownership
- This grant of Performance Shares does not entitle the Participant to any
interest in or to any dividend, voting, or other rights normally attributable to
Common Stock ownership.

    


    7.           Nonassignability - The
Participant's rights and interest in the Performance Shares may not be sold,
transferred, assigned, pledged, exchanged, hypothecated or otherwise disposed of
except, in the event of death, to a designated beneficiary or by will or by the
laws of descent and distribution.

    


    8.           Effect Upon Employment - This
Agreement is not to be construed as giving any right to the Participant for
continuous employment by the Company or a subsidiary or
affiliate.  The Company and its subsidiaries and affiliates retain the
right to terminate the Participant at will and with or without cause at any time
(subject to any rights the Participant may have under the Participant's
Retention Agreement and the Participant’s Employment Letter).

    


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

     

    
      	
              (a)  

            	
              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, Participant agrees (i) 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, or (ii) 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 the 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 the 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 or its subsidiaries or affiliates to leave the Company's
      employ (or the employ of such subsidiary or affiliate) or to hire or to
      cause any employee of the Company to become employed for any reason
      whatsoever.

            


    

     

    
      	
              (c)  

            	
              The
      Participant shall not, at any time or 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)  

            	
              The
      Participant acknowledges that the Company would not have an adequate
      remedy at law for monetary damages if the 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 or
      confidentiality provision between the Company and the Participant, all
      Participant's rights to receive Performance Shares not theretofor
      delivered under this Agreement shall be
  forfeited.

            


    

     

    
      	
              (e)  

            	
              For
      purposes of this section 9, 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 (such subsidiaries and
      affiliates being hereinafter referred to as the "FPL Entities"). The
      Company and the Participant agree that each of the FPL Entities is an
      intended third-party beneficiary of this section 9, and further agree that
      each of the FPL Entities is entitled to enforce the provisions of this
      section 9 in accordance with its
terms.

            


    

     

    
      	
              (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.

            


    

     

    10.           Successorsand Assigns- This Agreement
shall inure to the benefit of and shall be binding upon the Company and the
Participant and their respective heirs, successors and assigns.

     

    11.           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 (including,
but not limited to, the provisions of Section 9 of the Plan pertaining to a
Change of Control; provided that if the Participant is a party to a Retention
Agreement, the provisions of section 2(b) hereof shall supercede the provisions
of the Plan with respect to a Change of Control).  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 Committee is
authorized to make a contrary determination, the provisions of this Agreement
will govern.  Except as otherwise expressly defined in this Agreement,
all terms used herein are used as defined in the Plan as it may be amended from
time to time.  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.  The Participant acknowledges that he or
she may not and will not rely on any statement of account or other communication
or document issued in connection with the Plan other than the Plan, this
Agreement, and any document signed by an authorized representative of the
Company that is designated as an amendment of the Plan or this
Agreement.

    


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

    


    13.           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 of Florida in West Palm Beach, Florida.  The Company and the
Participant shall consent to the nonexclusive personal jurisdiction of the
courts described in this section for the purpose of all suits, actions, and
proceedings relating to the Agreement or the Plan.  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.

    


    14.         Amendment. This
Agreement may be amended, in whole or in part and in any manner not inconsistent
with the provisions of the Plan, at any time and from time to time, by written
agreement between the Company and the Participant.

    


    15.         Data Privacy.  By
entering into this Agreement, the Participant:  (i) authorizes the
Company or any of its subsidiaries or affiliates, and any agent of the Company
or a subsidiary or affiliate administering the Plan or providing Plan
recordkeeping services, to disclose to the Company or any of its subsidiaries or
affiliates such information and data as the Company or any such subsidiary or
affiliate shall reasonably request in order to facilitate the administration of
this Agreement; and (ii) authorizes the Company or any of its subsidiaries or
affiliates to store and transmit such information in electronic form, provided
such information is appropriately safeguarded in accordance with Company
policy.

    


    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 a copy of the
Plan.

    


    IN
WITNESS WHEREOF, the parties have signed this Agreement as of the date and year
first above written.

    


    FPL
GROUP, INC.

    


    


    By:  ______________________________

    


    


    Accepted:  _________________________

    Participant