exhibit10ee






1  Confidential  EG  PPL Corporation  Amended and Restated 2012 Stock Incentive Plan  Performance Unit Agreement  PERFORMANCE UNIT AGREEMENT (the “Agreement”) dated as of the Date of  Grant set forth in the Notice of Grant (as defined below), by and between PPL Corporation, a  Pennsylvania corporation (the “Company”), and the participant whose name appears on the Notice  of Grant (the “Participant”).   1. Grant of Stock Based Award.  Subject to the terms and conditions of this Agreement (including vesting conditions): (a) The Company hereby evidences and confirms its grant to the Participant, effective as of the Date of Grant, of the number of stock based units contingent upon Company financial performance (the “Performance Units”) specified in the Notice of Grant attached hereto as Exhibit A and made a part hereof (“Notice of Grant”). (b) Dividend Equivalent Grants. (i) If on any date while the Performance Units are outstanding hereunder the Company shall pay any cash dividend on its shares of Common Stock, the Participant shall be granted, as of the applicable dividend payment date, a “Cash Dividend Equivalent Award” which shall represent a future contingent right to a number of shares of Common Stock (rounded down to the nearest whole share) with a current Fair Market Value equal to the product of (x) the number of "Total Performance Units" (as defined below) held by the Participant hereunder as of the related dividend record date, multiplied by (y) the amount of such cash dividend per share of Common Stock, rounded to the nearest whole cent.  Any Cash Dividend Equivalent Award shall be subject to the same payment terms and conditions as the corresponding Performance Units to which they relate. (ii) If on any date while the Performance Units are outstanding hereunder the Company shall pay any dividend on its shares of Common Stock in the form of shares of Common Stock, the Participant shall be granted, as of the applicable dividend payment date, the contingent right to a future number of shares of Common Stock, equal to the product of (x) the number of Total Performance Units held by the Participant hereunder as of the related dividend record date, multiplied by (y) the number of shares of Common Stock (including any fraction thereof) payable as a dividend on one share of Common Stock, rounded down to the nearest whole Unit. (iii) At any point in time, the total number of shares of Common Stock of all Performance Units, Cash Dividend Equivalent Awards, and rights to the stock dividends, if any, referred to in Section 1(b)(ii) above, shall be defined as "Total Performance Units." (c) This Agreement and the Total Performance Units granted hereunder are subject to all of the terms and conditions of the PPL Corporation Amended and Restated 2012 Exhibit 10(ee)   





 






2    Confidential  Stock Incentive Plan (the “Plan”), as amended from time to time, which are  incorporated by reference herein.  If there is any inconsistency between the terms  hereof and the terms of the Plan, the terms of the Plan shall govern.  Any capitalized  terms used herein without definition shall have the meanings set forth in the Plan.  2. Vesting of Total Performance Units.   (a) Vesting In General.  The Total Performance Units will vest subject to satisfaction of  the Performance Vesting Condition and Service Vesting Condition as described  below in this Section 2.   (b) Performance Vesting Condition.  The proportion of the Total Performance Units that  satisfy the Performance Vesting Condition shall be based on the extent of the  achievement of the performance goals (“Goals”) established by the Committee for  the “Performance Period” (as set forth in the Notice of Grant).  Promptly after the  conclusion of the Performance Period, the Committee will determine the extent to  which the Goals have been satisfied.  Based on the Committee’s determination, (A)  the Total Performance Units will satisfy the Performance Vesting Condition as and  to the extent set forth in the Notice of Grant, and (B) the portion of the Total  Performance Units, if any, that do not satisfy the Performance Vesting Condition  shall be immediately forfeited and cancelled by the Company without any  consideration.  (c) Service Vesting Condition.  (i) General.  The Service Vesting Condition shall be satisfied if the Participant  continues employment through the “Vesting Date” (as set forth in the Notice  of Grant).  Except as provided in Section 2(c)(ii) or 2(d) below, in the event of  the Participant’s termination of Employment for any reason prior to the  Vesting Date, the Participant's Total Performance Units shall be immediately  forfeited and cancelled by the Company without consideration.  (ii) Death, Disability, Retirement.  (A) Subject to Section 2(d)(i) below, in the event of the Participant’s  termination of Employment with the Company and its Affiliates due to  death, Disability or Retirement prior to the Vesting Date, the Service  Vesting Condition shall be deemed satisfied.  (B) For purposes of this Agreement, “Retirement” shall mean the  Participant’s termination of Employment at a time when the  Participant is eligible to commence monthly retirement benefits under  the Company’s Retirement Plan, or, if the Participant is not a  participant in the Company’s Retirement Plan, under any other  defined benefit pension plan (whether or not tax qualified) maintained  by the Company Group, or, if the Participant is not covered by any  defined benefit pension plan, then Retirement shall mean the  Participant’s termination of Employment at or after age 55.  (d) Change in Control.  Notwithstanding the foregoing, in the event of a Change in  Control prior to the Vesting Date while a Participant remains employed with the  Company and its Affiliates (or following termination of Employment due to death,  Disability or Retirement before the end of the Performance Period), (i) in the event  





 






3    Confidential  the Change in Control occurs prior to the conclusion of the Performance Period, the  Performance Vesting Condition shall be deemed satisfied at the “Target Award”  level (as described in the Notice of Grant) and a pro rata portion of all then  outstanding Total Performance Units will be deemed to have satisfied the Service  Vesting Condition based on a fraction, the numerator of which is the number of days  elapsed from the commencement of the Performance Period through the date  immediately prior to the Change in Control, and the denominator of which is the  number of days in the original Performance Period, and (ii) in the event the Change  in Control occurs upon or after the conclusion of the Performance Period, the  Performance Vesting Condition will be satisfied (if at all) to the extent of actual  attainment of the Goals and all then outstanding Total Performance Units will be  deemed to have satisfied the Service Vesting Condition.  All remaining Total  Performance Units that do not so vest in accordance with the foregoing provisions of  this Section 2(d) shall be immediately forfeited and cancelled by the Company  without consideration upon the consummation of the Change in Control.  (e) No shares of Common Stock will be issued or issuable (or other consideration be  payable) with respect to any portion of the Total Performance Units that do not vest  in accordance with the foregoing provisions of Section 2.  All Performance Units and  shares of Common Stock issued in connection with Performance Units are subject  to forfeiture in accordance with the PPL Corporation Policy Regarding Recoupment  of Executive Compensation.  3. Payment Date.  Subject to Section 7(c), on the Payment Date (as defined below), the  Company shall issue to the Participant one share of Common Stock in settlement of each  Total Performance Unit that vests as provided in Section 2, if any.  The “Payment Date”  upon which this Award shall be settled and paid shall occur as soon as practicable following  the date on which both the Performance Vesting Condition and Service Vesting Condition  are satisfied (or deemed satisfied), but in any event not later than March 15 of the year  following such date; provided that (x) if the Participant is eligible for Retirement on the Date  of Grant or could become eligible for Retirement before the end of the year following the  end of the Performance Period, the Payment Date shall be the earliest of (I) any date in the  year following the end of the Performance Period, (II) the date that is six month following  Retirement or (III) as of immediately prior to a Change in Control that constitutes a change  in the ownership or effective control, or change in ownership of a substantial portion of the  assets, of the Company within the meaning of Section 409A of the Code, and (y) otherwise  if either or both of the Performance Vesting Condition or Service Vesting Condition are  satisfied by reason of a Change in Control, the Payment Date shall occur as of immediately  prior to the Change in Control.  No fractional shares of Common Stock shall be issued.  Fractional shares shall be settled  through a cash payment based on the Fair Market Value of the Common Stock on the  Payment Date.  4. Securities Law Compliance.  Notwithstanding any other provision of this Agreement, the  Participant may not sell the shares of Common Stock acquired upon settlement of the Total  Performance Units unless such shares are registered under the Securities Act of 1933, as  amended (the “Securities Act”), or, if such shares are not then so registered, such sale  would be exempt from the registration requirements of the Securities Act. The sale of such  shares must also comply with other applicable laws and regulations governing the shares,  and Participant may not sell the shares of Common Stock, if the Company determines that  such sale would not be in material compliance with such laws and regulations.   





 






4    Confidential  5. Participant’s Rights with Respect to the Total Performance Units.  (a) Restrictions on Transferability.  The Total Performance Units granted hereby are not  assignable or transferable, in whole or in part, and may not, directly or indirectly, be  offered, transferred, sold, pledged, assigned, alienated, hypothecated or otherwise  disposed of or encumbered (including, without limitation, by gift, operation of law or  otherwise) other than by will or by the laws of descent and distribution to the estate  of the Participant upon the Participant’s death; provided that the deceased  Participant’s beneficiary or representative of the Participant’s estate shall  acknowledge and agree in writing, in a form reasonably acceptable to the Company,  to be bound by the provisions of this Agreement and the Plan, as if such beneficiary  or the estate were the Participant.   (b) No Rights as Stockholder.  The Participant shall not have any rights as a  stockholder including any voting, dividend or other rights or privileges as a  stockholder of the Company with respect to any Common Stock corresponding to  the Total Performance Units granted hereby, unless and until shares of Common  Stock are actually issued to the Participant in respect thereof.  6. Adjustment in Capitalization.  In the event of any change in the outstanding Common Stock  by reason of any recapitalization, combination or exchange of shares or other similar  changes in the Common Stock, appropriate adjustment shall be made by the Committee, in  accordance with Section 10 of the Plan.  7. Miscellaneous.  (a) Binding Effect; Benefits.  This Agreement shall be binding upon and inure to the  benefit of the parties to this Agreement and their respective successors and  assigns. Nothing in this Agreement, express or implied, is intended or shall be  construed to give any person other than the parties to this Agreement or their  respective successors or assigns, any legal or equitable right, remedy or claim  under or in respect of any agreement or any provision contained herein.  (b) No Right to Continued Employment.  Nothing in the Plan or this Agreement shall  interfere with or limit in any way the right of the Company or any of its Affiliates to  terminate the Participant’s Employment at any time, or confer upon the Participant  any right to continue in the employ of the Company or any of its Affiliates.  (c) Tax Withholding.  The Company and its Affiliates shall have the right to deduct from  all amounts payable to the Participant (whether under the Plan or otherwise) any  amount of taxes required by law to be withheld in respect of settlement of the vested  Total Performance Units, as may be necessary in the opinion of the Company to  satisfy tax withholding required by law to be withheld.  Unless otherwise determined  by the Committee, the Company will meet such obligations with respect to the  settlement and payment of any vested Total Performance Units by having the  Company withhold the least number of whole shares of Common Stock having a  Fair Market Value sufficient to satisfy the amount required to be withheld in respect  of settlement and payment of the vested Total Performance Units.  (d) Applicable Law.  This Agreement shall be governed by and construed in accordance  with the law of the Commonwealth of Pennsylvania regardless of the application of  rules of conflict of laws that would apply to the laws of any other jurisdiction.   





 






5    Confidential  (e) Limitation on Rights; No Right to Future Grants; Extraordinary Item of  Compensation.  By entering into this Agreement and accepting the Total  Performance Unit Award evidenced hereby, the Participant acknowledges: (i) that  the Plan is discretionary in nature and may be suspended or terminated by the  Company at any time; (ii) that the Award does not create any contractual or other  right to receive future grants of Awards; (iii) that participation in the Plan is voluntary;  (iv) that the value of the Total Performance Unit Award is not part of normal or  expected compensation for purposes of calculating any severance, resignation,  redundancy, end-of-service payments, bonuses, long-service awards, pension or  retirement benefits or similar payments; and (v) that the future value of the shares of  Common Stock is unknown and cannot be predicted with certainty.  (f) Headings and Captions.  The section and other headings contained in this  Agreement are for reference purposes only and shall not affect the meaning or  interpretation of this Agreement.  (g) Amendments.  The terms of this Agreement may be amended from time to time by  the Committee in its sole discretion in any manner it deems appropriate; provided  that no such amendment shall, without the Participant’s consent, materially diminish  the Participant’s rights under this Agreement.  (h) Counterparts.  This Agreement may be executed in any number of counterparts,  each of which shall be deemed to be an original, and all of which together shall  constitute one and the same instrument.    Sincerely,  PPL Corporation        By:     Vincent Sorgi    President and CEO    





 






6    Confidential   EG  Exhibit A   PPL CORPORATION  AMENDED AND RESTATED 2012 STOCK INCENTIVE PLAN    PERFORMANCE UNIT AWARD - NOTICE OF GRANT    The number of shares of PPL Common Stock that may be earned and become vested  under this Performance Unit Award shall be based on the achievement of pre- established performance goals as set by the Committee for the Performance Period,  based on the following:    Name of Participant:    Participant Name    Date of Grant:    Grant date    Total Number of Performance Units Awarded (subject to vesting): X,XXX shares of  Common Stock    Performance Period:   January 1, 2022 – December 31, 2024    Performance Measures:  Earnings Growth (“EG”) will be calculated to determine the  change in the Company’s ongoing earnings over a defined performance period.       Methodology: EG will be calculated from the mid-point of the pro forma  ongoing earnings guidance for the full year 2022 assuming Narragansett  Electric Company (NECO) ownership compared to the actual ongoing  earnings results at the end of the performance period.      Exclusions from EG calculation:   Special items   Acquisitions and divestitures except for the acquisition of NECO as noted  in the methodology.      Payout Schedule:      EG Achieved Payout  (Expressed as a % of Target Award)(1)    8% 200% (i.e., the Maximum Award)    7% 150%    6% 100% (i.e., the Target Award)    3% 50%  Below 3% 0%      (1) Full interpolation between EG of 3% and 8%.  If PPL’s credit rating should drop below  investment grade during the Performance Period, the Maximum Award shall not exceed 100%  payout.