exhibit10(bb).htm


    
      

      

    

    Exhibit
10(bb)

    Form
of

    


    


    NON-QUALIFIED
STOCK OPTION AGREEMENT

    


    under
the

    


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

    


    This Non-Qualified Stock Option
Agreement (“Agreement”), between FPL Group, Inc. (hereinafter called the
"Company") and the optionee identified on Schedule 1 attached hereto
(“Optionee”) is
dated ______ ___, 20___.

    


    1.           Grant of
Option.  In accordance with and subject to the terms and
conditions of (a) the FPL Group, Inc. Amended and Restated Long Term Incentive
Plan, as it may be amended from time to time (the "Plan") and (b) this
Agreement, the Company hereby grants to the Optionee a nonqualified stock option
(the "Option") to purchase the number of shares (the "Shares") of its common
stock, par value $.01 per share ("Common Stock"), set forth on Schedule 1, at
the option exercise price per Share set forth in Schedule
1.  Capitalized terms not otherwise defined in this Agreement shall
have the meanings set forth in the Plan.

    


    2.           Acceptance by
Optionee.  The exercise of the Option or any portion thereof is
conditioned upon acceptance by the Optionee of the terms and conditions of this
Agreement, as evidenced by the Optionee's execution of Schedule 1 to this
Agreement and the delivery of an executed copy of Schedule 1 to the
Company.

    


    3.           Vesting of
Option.  Subject to the terms and provisions hereof, including
Section 5 hereof, and the Plan, the Option shall vest and the Optionee may
exercise the Option in accordance with the vesting schedule set forth in
Schedule 1.

    


    [for Messrs. Hay,
Robo, Bennett, Davidson, Dewhurst, Kelliher, McGrath, Nazar, Olivera, Pimentel,
Poppell, Rodriguez and Sieving] Notwithstanding the foregoing, if (i) the
Optionee 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 Optionee is then employed by the Company or one of
its subsidiaries or affiliates, the then-unvested portion of the Option 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
Schedule 1.

    


    [for Messrs.
Cutler and Froggatt] Notwithstanding the foregoing, 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 on the date hereof,
in lieu of the vesting schedule set forth in Schedule 1.

    


    If
as a result of the 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), the Option may be exercised, to the maximum
extent practicable, in the same form.

    


    4.           Expiration of
Option.  The Option shall expire on the date set forth in
Schedule 1 (the “Expiration Date”), unless terminated earlier as set forth in
Section 5 below, and may not be exercised after the earlier of (i) the
Expiration Date and (ii) the earlier termination date established in accordance
with Section 5.

    


    5.           Termination of
Employment.

    


    In
the event that the Optionee’s employment with the Company (or a subsidiary,
affiliate or successor of the Company) terminates for any reason prior to the
date on which the Option has been fully exercised except to the extent that the
Optionee’s termination of employment is governed by the terms of a Retention
Agreement (in which event the terms of such Retention Agreement shall govern),
the Optionee’s rights hereunder will be determined as follows:

    


    
      	
               
      

            	
              (a)

            	
              If
      the Optionee’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 5(c), below, all rights to exercise the Option (or any portion
      thereof) which is not then vested shall be immediately forfeited, and all
      rights to exercise the vested portion of the Option shall expire on [for Messrs.
      Hay, Robo, Bennett, Davidson, Dewhurst, Kelliher, McGrath, Nazar, Olivera,
      Pimentel, Poppell, Rodriguez and Sieving] the Expiration Date
      [for
      Messrs. Cutler and Froggatt] the earlier to occur of (i) the
      Expiration Date and (ii) sixty (60) days after the date of termination of
      employment.

            


    

    


    
      	
               
      

            	
              (b)

            	
              If
      the Optionee’s termination of employment is due to (i) total and permanent
      disability (as defined under the Company’s executive long-term disability
      plan), (ii) death or (iii) retirement on or after age 65 not meeting the
      condition set forth in section 5(c), below, a pro rata share of the
      then-unvested portion of the Option shall vest on the date of termination,
      based upon the number of completed days of service during the vesting
      period, and the vested portion of the Option shall be exercisable until
      [for
      Messrs. Hay, Robo, Bennett, Davidson, Dewhurst, Kelliher, McGrath, Nazar,
      Olivera, Pimentel, Poppell, Rodriguez and Sieving] the Expiration
      Date [for Messrs.
      Cutler and Froggatt] the earlier to occur of (i) the Expiration
      Date and (ii) one (1) year after the date of termination of
      employment.  The portion of the Option which does not so vest
      shall be forfeited effective on the date of termination of
      employment.

            


    

    


    
      	
               
      

            	
              (c)

            	
              If
      the Optionee’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 Optionee 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 Option shall
      vest on the date of termination and all outstanding Options granted hereby
      shall be exercisable until [for
      Messrs.Hay, Robo,
      Bennett, Davidson, Dewhurst, Kelliher, McGrath, Nazar, Olivera, Pimentel,
      Poppell, Rodriguez and Sieving] the Expiration Date [for Messrs.
      Cutler and Froggatt] the earlier to occur of (i) the Expiration
      Date and (ii) one (1) year after the date of termination of
      employment.

            


    

    


    
      	
               
      

            	
              (d)

            	
              If
      an Optionee's employment is terminated for any reason other than as set
      forth in Sections 5(a), (b) and (c), above, or if an ambiguity exists as
      to the interpretation of those sections, the Committee shall determine
      whether the Optionee's then-unvested Options shall be forfeited or whether
      the Optionee shall be entitled to full vesting or to pro rata vesting
      based upon days of service during the vesting period, and shall also
      determine the period during which the Optionee may exercise any vested
      portion of the Option.

            


    

    


    [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 Optionee terminates employment for Good Reason (as defined in the Optionee’s
Employment Letter with the Company (such Employment Letter as in effect on the
date hereof, the “Employment Letter”) or the Company terminates the Optionee’s
employment without Cause (as defined in the Employment Letter), then the
Optionee shall continue to vest in any theretofore unvested portion of the
Option on the schedule set forth in Schedule 1 attached hereto until the date
which is two years after the date on which the Optionee’s employment is
terminated, and the vested portion of the Option may be exercised until the
Expiration Date.  The Portion of the option which is scheduled to vest
after the date which is two years after the date on which the Optionee’s
employment is terminated shall be forfeited effective on the date Optionee’s
employment is terminated.

    


    6.           Procedure for
Exercise.  Subject to this Agreement and the Plan, the Option
may be exercised in whole or in part by the transmittal of a written notice to
the Company at its principal place of business.  Such notice shall
specify the number of Shares which the Optionee elects to purchase, shall be
signed by the Optionee and shall be accompanied by payment of the exercise price
for the Shares which the Optionee elects to purchase.  Except as
otherwise provided by the Compensation Committee of the Board or such other
committee designated to administer the Plan (the “Committee”) before the Option
is exercised, such payment may be made in whole or in part (i) by check payable
to the Company for the full exercise price plus the applicable tax withholding
resulting from such exercise; (ii) by delivery of shares of Common Stock owned
by the Optionee for at least six months and acceptable to the Committee having
an aggregate Fair Market Value (valued as of the date of exercise) that is equal
to the amount of cash that would otherwise be required; or (iii) by authorizing
a Company-approved third party to remit to the Company a sufficient portion of
the sale proceeds to pay the entire exercise price and any tax withholding from
such exercise.  The Option shall not be exercisable if and to the
extent the Company determines that such exercise would violate applicable State
or Federal securities laws or the rules and regulations of any securities
exchange on which the Common Stock is traded. If any applicable law requires the
Company to take any action with respect to the Shares specified in the written
notice of exercise, or if any action remains to be taken under the Articles of
Incorporation or Bylaws of the Company, as in effect at the time, to effect due
issuance of the Shares, then the Company shall take such action and the day for
delivery of such Shares shall be extended for the period necessary to take such
action.  No Optionee shall have any of the rights of a shareholder of
the Company under any Option unless and until Shares are duly issued upon
exercise of the Option.

    


    7.           Non-Transferability of Stock
Options.  The Option granted hereunder to the Optionee shall
not be transferable by the Optionee otherwise than by will or by the laws of
descent and distribution, and such Option shall be exercisable, during the
lifetime of the Optionee, only by the Optionee.

    


    8.           Effect Upon
Employment.  This Agreement is not to be construed as giving
any right to the Optionee for continuous employment by the Company or a
subsidiary or affiliate.  The Company and its subsidiaries and
affiliates retain the right to terminate the Optionee at will and with or
without cause at any time [for
Messrs.Hay, Robo,
Bennett, Davidson, Dewhurst, Kelliher, McGrath, Nazar, Olivera, Pimentel,
Poppell, Rodriguez and Sieving] (subject to any rights the Optionee may
have under the Optionee’s Retention Agreement [and Employment Letter, in the
case of Mr. Hay]).

    


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

     

    
      	
              (a)  

            	
              During
      the Optionee's employment with the Company, and for a two-year period
      following the termination of the Optionee's employment with the Company,
      Optionee 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
      Optionee or for the benefit of any third party, nor shall the Optionee
      accept consideration or negotiate or enter into agreements with such
      parties for the benefit of the Optionee or any third
  party.

            


    

     

    
      	
              (b)  

            	
              During
      the Optionee's employment with the Company and for a two-year period
      following the termination of the Optionee's employment with the Company,
      the Optionee shall not, directly or indirectly, on behalf of the Optionee
      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
      Optionee 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
      Optionee acknowledges that the Company would not have an adequate remedy
      at law for monetary damages if the Optionee 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 provisions between the Company and the Optionee, all
      Optionee’s rights to exercise the Option as to theretofore unvested Shares
      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 Optionee 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 Optionee and their respective heirs, successors and
assigns.

     

    11.           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 Shares granted under this Option 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.

    


    12.           Compliance With Applicable
Law/Governing Law/Jurisdiction.  The
issuance of the Shares pursuant to the exercise of this Option is subject to
compliance with all applicable laws, including without limitation laws governing
withholding from employees and nonresident aliens for income tax
purposes.

    


    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 or the Plan 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 Optionee hereby consent to the 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 Optionee 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.           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 as in effect on the
date hereof pertaining to a Change of Control [for
Messrs.Hay, Robo,
Bennett, Davidson, Dewhurst, Kelliher, McGrath, Nazar, Olivera, Pimentel,
Poppell, Rodriguez and Sieving] provided that if the Optionee is a party
to a Retention Agreement, the provisions of Section 3 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 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 Optionee 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.

    


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

    


    15. 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 Optionee.

    


    16.           Data Privacy.  By
entering into this Agreement, the Optionee:  (i) authorizes the
Company or any of its Subsidiaries, and any agent of the Company or a Subsidiary
administering the Plan or providing Plan recordkeeping services, to disclose to
the Company or any of its Subsidiaries such information and data as the Company
or any such Subsidiary shall reasonably request in order to facilitate the grant
of the Option, the exercise of the Option, or delivery of Shares upon exercise;
and (ii) authorizes the Company or any of its Subsidiaries 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 Optionee 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 Company has caused this Agreement to be executed as of the
Date of Grant set forth in Schedule 1.

    


    FPL
GROUP, INC.

    


    


    By:  ___________________________________

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule
1

    


    Non-Qualified Stock Option
Agreement

    


    Name
of Optionee:

    


    Date
of Grant:

    


    
      	
              Number
      of Shares:

               

            	
              _______
      shares of Common Stock

            
	
              Option
      Exercise Price Per Share:

               

            	
              $______

            
	
              Expiration
      Date:

               

            	
              ________
      (subject to earlier termination in accordance with

                                     the
      attached Agreement)

               

            
	
              Vesting
      Schedule:

               

            	
              The
      shares of Common Stock subject to this Option shall

              vest
      according to the following schedule:

              ______
      shares on ______, 20___,

              ______
      shares on ______, 20___ and

              ______
      shares on ______, 20___

              except
      that such Shares shall become fully vested upon the

              occurrence
      of a Change of Control if the Optionee is

              employed
      by the Company or a Subsidiary on such date,

              [for
      Messrs. Hay, Robo,
      Bennett, Davidson, Dewhurst,

              Kelliher,
      McGrath, Nazar, Olivera, Pimentel, Poppell,

              Rodriguez
      and Sieving] as more fully set forth in Section 3

              of
      the Agreement of which this Schedule is a part.

               

              [for Messrs.
      Cutler and Froggatt] For purposes of this

              Agreement,
      the term “Change of Control” shall have the

              meaning
      ascribed to such term in the Plan as in effect on

              the
      date hereof.

            


    

    


    


    The
undersigned agrees to the terms and conditions of the Non-Qualified Stock Option
Agreement of which this Schedule 1 is a part.

    


    


    Date
Accepted:  ___________________     By:  _________________________