exhibit10w.htm


    
      

      

    

    Exhibit
10(w)

    


    Form
of

    


    RESTRICTED
STOCK AWARD AGREEMENT

    


    under
the

    


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

    


    


    This Restricted Stock Award Agreement
(“Agreement”), between FPL Group, Inc. (hereinafter called the "Company") and
___________________
(hereinafter called the "Participant") is dated ___________________.

    


    1.           Grant of Restricted Stock
Award - The Company hereby grants to the Participant _________ shares of the
Company’s common stock, par value $.01 per share ("Common Stock"), which shares
(the “Awarded Shares”) shall be subject to the restrictions set forth in
sections 2, 3 and 4, below, as well as all other 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”).  Subject to the terms
of section 3(d) hereof, the Participant shall have the right to receive
dividends on the Awarded Shares as and when paid.

    


    2.           Vesting - Restrictions and
Limitations – (a) Subject to the limitations and other terms and
conditions set forth in this Agreement and in the Plan, the Awarded Shares shall
vest, the Company shall remove all restrictions from such Awarded Shares and the
Participant shall obtain unrestricted ownership of the Awarded Shares in
accordance with the schedule set forth below:

    


    
      	
              -  

            	
              ___ shares on the later
      to occur of (i) the date which is [1 year following
      grant], or (ii) the date on which the Compensation Committee of the
      Board or such other committee designated to administer the Plan (the
      "Committee") makes the certification described in section 2(b)(i) hereof
      (the “First Vest”);

            


    

    
      	
              -  

            	
              ___ shares on the later
      to occur of (i) the date which is [2 years following
      grant], or (ii) the date on which the Committee makes the
      certification described in section 2(b)(ii) hereof (the “Second Vest”);
      and

            


    

    
      	
              -  

            	
              ___ shares on the later
      to occur of (i) the date which is [3 years following
      grant], or (ii) the date on which the Committee makes the
      certification described in section 2(b)(iii) hereof (the “Final
      Vest”)

            


    

    


    The period from the date of grant of
the Awarded Shares through the date immediately preceding the date on which such
Awarded Shares vest shall be hereinafter referred to as the “Restriction
Period.”

    


    (b)         Notwithstanding
the provisions of section 2(a) hereof,

    


    (i)
The First Vest shall be conditioned on, subject to and shall not occur until
certification by the Committee (by resolution or in such other manner as the
Committee deems appropriate) that the Corporate Performance Objective (as such
term is defined in the FPL Group, Inc. Executive Annual Incentive Plan as
amended and restated on December 12, 2008) or similar objective under the
Company’s then-existing annual incentive plan, or, if there is no such Corporate
Performance Objective or similar objective so established, such other
appropriate performance target as the Committee may establish (such Corporate
Performance Objective, similar objective or other performance target being
hereinafter referred to as the “Performance Target”), for [year of grant] has been
achieved.  If the Committee does not or cannot certify that the
Performance Target has been achieved by December 31, [following year], then the
Participant shall forfeit the right to the shares subject to the First Vest, and
such shares shall be cancelled.

    


    (ii)
The Second Vest shall be conditioned on, subject to and shall not occur until
certification by the Committee (by resolution or in such other manner as the
Committee deems appropriate) that the Performance Target for [year following year of grant]
has been achieved.  If the Committee does not or cannot certify that
the Performance Target has been achieved by December 31, [following year], then the
Participant shall forfeit the right to the shares subject to the Second Vest,
and such shares shall be cancelled.

    


    (iii)
The Final Vest shall be conditioned on, subject to and shall not occur until
certification by the Committee (by resolution or in such other manner as the
Committee deems appropriate) that the Performance Target for [two years following year of
grant] has been achieved.  If the Committee does not or cannot
certify that the Performance Target has been achieved by December 31, [following year], then the
Participant shall forfeit the right to the shares subject to the Final Vest, and
such shares shall be cancelled.

    


    (c) Notwithstanding the provisions of
sections 2(a) and 2(b), 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, the
Awarded Shares shall vest upon a Change of Control (as defined in the Retention
Agreement as in effect on the date hereof), in lieu of the vesting schedule set
forth in this section 2.  Notwithstanding the provisions of sections
2(a) and 2(b), 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 as in
effect on the date hereof) shall be as set forth in section 9 of the Plan as in
effect on the date hereof.

    


    (d) If as a result of a Change of
Control (as defined in the Plan as in effect on the date hereof), the shares of
Common Stock are 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 Restricted Stock shall, to the maximum extent practicable, be
made in the same form.

    


    3.           Terms and Conditions - The
Awarded Shares shall be registered in the name of the Participant effective on
the date of grant.  The Company will issue the Awarded Shares either
(i) in certificated form, subject to a restrictive legend substantially in the
form attached hereto as Exhibit "A" and stop transfer instructions to its
transfer agent, and will provide for retention of custody of the Awarded Shares
prior to vesting and/or (ii) in non-certificated form, subject to restrictions
and instructions of like effect.  Prior to vesting (and if the Awarded
Shares have not theretofore been forfeited in accordance herewith), the
Participant shall have the right to enjoy all shareholder rights (including
without limitation the right to receive dividends (subject to forfeiture as more
fully set forth below) and to vote the Awarded Shares at all meetings of the
shareholders of the Company at which holders of Common Stock have the right to
vote), with the exception that:

    


    
      	
               
      

            	
              (a)

            	
              The
      Participant shall not be entitled to delivery of unrestricted shares until
      vesting.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Participant may not sell, transfer, pledge, exchange, hypothecate, or
      otherwise dispose of the Awarded Shares prior to
  vesting.

            


    

    


    
      	
               
      

            	
              (c)

            	
              In
      addition to the provisions set forth in section 4 hereof, a breach by the
      Participant of the terms and conditions set forth in this Agreement shall
      result in the immediate forfeiture of all then unvested Awarded
      Shares.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Notwithstanding
      anything herein to the contrary, if all or a portion of the Awarded Shares
      do not vest, whether upon the termination of the Participant’s employment
      with the Company or a subsidiary or affiliate of the Company (including
      any successors to the Company), or otherwise (including without limitation
      if the Company fails to meet one or more Performance Targets established
      as described in section 2(b) hereof), all dividends paid to the
      Participant on Awarded Shares which have not vested (and which shall not
      thereafter vest in accordance with section 4 hereof) shall be forfeited,
      and shall be repaid to the Company within thirty (30) days after the date
      on which Participant’s obligation to repay such dividends
      accrues.  For purposes hereof, such obligation to repay such
      dividends shall accrue (1) on such date as the Committee establishes that
      a Performance Target has not been met, as to all dividends paid on Awarded
      Shares which are forfeited due to failure to meet such Performance Target;
      (2) on the date of termination of employment, as to all dividends paid on
      Awarded Shares which are forfeited upon such termination of employment;
      and (3) after termination of employment if, prior to vesting of all or any
      portion of the Awarded Shares, the Participant breaches any provision
      hereof, including without limitation the provisions of section 9 hereof,
      in which event the Participant shall immediately forfeit all rights to the
      then-unvested Awarded Shares and any dividends theretofore paid on such
      then-unvested Awarded Shares.

            


    

    


    4.         Vesting Conditions – Except
as otherwise set forth herein, the Participant must remain in the continuous
employment of the Company or a subsidiary or affiliate of the Company (including
any successors to the Company) from the effective date of this Agreement through
the relevant vesting date (or dates) set forth in (or determined in accordance
with) section 2, above, in order for the Awarded Shares to vest and in order to
retain the dividends paid prior to vesting with respect to such Awarded
Shares.  Except as otherwise set forth herein, in the Plan in
connection with a Change of Control (as defined in a Retention Agreement as in
effect on the date hereof, if the Participant is a party to a Retention
Agreement, or in the Plan as in effect on the date hereof, if the Participant is
not a party to a Retention Agreement), or in a Retention Agreement, in the event
that the Participant’s employment with the Company (or a subsidiary, affiliate
or successor of the Company) terminates for any reason prior to vesting, his or
her rights hereunder will 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 Awarded Shares not
      theretofore vested (including without limitation rights to dividends not
      theretofore paid and rights to retain dividends on Awarded Shares which
      have not theretofore vested, as more fully set forth in section 3(d)
      hereof) under this Agreement shall be immediately
      forfeited.  Forfeited dividends shall be repaid to the Company
      within thirty (30) days after the Participant’s termination of
      employment.

            


    

    


    
      	
               
      

            	
              (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, a pro rata share
      (calculated based upon the number of completed years of service during the
      Restriction Period) of the then unvested portion of the Awarded Shares
      shall vest (a) in the event of disability or death, on the date of
      termination of employment or (b) in the event of retirement on or after
      age 65 which does not meet the condition set forth in section 4(c), below,
      on the vesting schedule and otherwise in accordance with the terms and
      conditions (including without limitation satisfaction of the applicable
      performance conditions) set forth in section 2 hereof, notwithstanding
      that the Participant’s employment will have previously
      terminated.  Notwithstanding the foregoing, if, after
      termination of employment but prior to vesting of all or any portion of
      the Awarded Shares, the Participant breaches any provision hereof,
      including without limitation the provisions of section 9 hereof, the
      Participant shall immediately forfeit all rights to the then-unvested
      Awarded Shares and any dividends theretofore paid on such then-unvested
      Awarded Shares. Forfeited dividends shall be repaid to the Company within
      thirty (30) days after the date on which Participant’s obligation to repay
      such dividends accrues.

            


    

    


    
      	
               
      

            	
              (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), the then-unvested portion
      of the Awarded Shares shall vest on the vesting schedule and otherwise in
      accordance with the terms and conditions (including without limitation
      satisfaction of the applicable performance conditions) set forth in
      section 2 hereof, notwithstanding that the Participant’s employment will
      have previously terminated.  Notwithstanding the foregoing, if,
      after termination of employment but prior to vesting of all or a portion
      of the Awarded Shares, the Participant breaches any provision hereof,
      including without limitation the provisions of section 9 hereof, the
      Participant shall immediately forfeit all rights to the then-unvested
      Awarded Shares and any dividends theretofore paid on such then-unvested
      Awarded Shares.  Forfeited dividends shall be repaid to the
      Company within thirty (30) days after the date on which Participant’s
      obligation to repay such dividends
accrues.

            


    

    


    
      	
               
      

            	
              (d)

            	
              If
      a Participant's employment is terminated prior to vesting of all or a
      portion of the Awarded Shares 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 then-unvested Awarded Shares shall be forfeited or
      whether the Participant shall be entitled to full vesting or pro rata
      vesting as set forth above based upon completed years of service during
      the Restriction Period, and any Awarded Shares which may vest shall do so
      on the vesting schedule and otherwise in accordance with the terms and
      conditions (including without limitation satisfaction of the applicable
      performance conditions) set forth in section 2 hereof, notwithstanding
      that the Participant’s employment will have previously
      terminated.  Notwithstanding the foregoing, if, after
      termination of employment but prior to vesting of all or a portion of the
      Awarded Shares, the Participant breaches any provision hereof, including
      without limitation the provisions of section 9 hereof, the Participant
      shall immediately forfeit all rights to the then-unvested Awarded Shares
      and any dividends theretofore paid on such then-unvested Awarded
      Shares.  Forfeited dividends shall be repaid to the Company
      within thirty (30) days after the date on which Participant’s obligation
      to repay such dividends accrues.

            


    

    


    [the following applies only to Mr.
Hay] 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
(such Employment Letter, 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), then the Participant shall continue to
vest in the Awarded Shares on the schedule and otherwise on the terms and
conditions (including without limitation satisfaction of the applicable
performance conditions) set forth in section 2 hereof until the date which is
two years after the date on which the Participant’s employment is
terminated.  Awarded Shares which are scheduled to vest after the date
which is two years after the date on which the Participant’s employment is
terminated in accordance herewith shall be forfeited effective on the date on
which the Participant’s employment is terminated.

    


    5.           Income Taxes - The
Participant shall notify the Company immediately of any election made with
respect to this Agreement under Section 83(b) of the Internal Revenue Code of
1986, as amended.  Upon vesting and delivery of Awarded 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 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.

    


    6.           Nonassignability - The
Participant's rights and interest in the Awarded Shares may not be assigned,
pledged, or transferred prior to vesting except, in the event of death, to a
designated beneficiary or by will or by the laws of descent and
distribution.

    


    7.           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 [or the Participant’s Employment Letter][for Mr. Hay
only]).

    


    8.           Successors and 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.

    


    9.              Protective Covenants - In
consideration of the Awarded Shares 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 the
      Participant’s rights to receive theretofore unvested Awarded Shares and
      dividends relating thereto 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.           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 as in effect on the date hereof, provided that if the
Participant is a party to a Retention Agreement, the provisions of section 2(c)
hereof shall supersede 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 capitalized terms used herein are used as defined in the
Plan.  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.

    


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

    


    12.           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 shall 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
Participant shall consent to the personal jurisdiction of the courts described
in this section 12 for the purpose of all suits, actions, and proceedings
relating to the Agreement or the Plan.  The Company and the
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.

    


    13.         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.

    


    14.         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 number
of Awarded Shares 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.

    


    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 hereto have executed this Agreement as of the day
and year first above written.

    


    FPL
GROUP, INC.

    


    


    ________________________________

    Name:

    Title:

    


    


    ________________________________

    Participant

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
"A"

    


    


    LEGEND
TO BE PLACED ON STOCK CERTIFICATE

    


    


    The
shares represented by this certificate are subject to the provisions of the
Amended and Restated FPL Group Long-Term Incentive Plan (the "Plan") and a
Restricted Stock Award Agreement (the "Agreement") between the holder hereof and
FPL Group, Inc. and may not be sold or transferred except in accordance
therewith.  Copies of the Plan and Agreement are kept on file by the
Vice President & Corporate Secretary of FPL Group, Inc.