Unassociated Document


    
      

      

    

     

    EXHIBIT
10.1

    2009-2011
Performance Share Award Agreement Template

    


    This Performance
Share Award Agreement (the "Award Agreement") with the Participant is effective
as of the 1st day of January 2009 (“Grant Date”), and is not in lieu of salary
or any other compensation for services.  The Performance Period for
this Award is January 1, 2009 through December 31, 2011.  For the
purposes of this Award Agreement, the term "Company" means FirstEnergy Corp.,
its successors and/or its Subsidiaries, singularly or collectively.

    


    SECTION
ONE - AWARD

    


    As of the Grant
Date, in accordance with the FirstEnergy Corp. 2007 Incentive Plan (the “Plan”)
and the terms and conditions of this Award Agreement, the Company grants to the
Participant an award of Performance Shares.  The Performance Shares
will be placed into a Performance Share account until paid out or
forfeited.

    


    Until the
Performance Period ends pursuant to the terms and conditions described in this
Award Agreement, the Performance Share account of the Participant will be
credited with an amount per each Performance Share (the “Dividend Equivalent”)
equal to the amount per share of any cash dividends declared by the Board with a
record date on or after the Grant Date on the outstanding common stock of the
Company.  Such Dividend Equivalents will be credited in the form of an
additional number of Performance Shares (which Performance Shares, from the time
of crediting, will be deemed to be in addition to and part of the base number of
Performance Shares awarded by this Award Agreement for all purposes
hereunder).  The additional number of Performance Shares will be equal
to the aggregate amount of Dividend Equivalents credited on this Award on the
respective dividend payment date divided by the average of the high and low
prices per share of common stock on the respective dividend payment
date.  The Performance Shares attributable to the Dividend Equivalents
will be either paid out or forfeited, as appropriate, under the same terms and
conditions under this Award Agreement that apply to the other Performance
Shares.

    


    The value of the
Participant’s account at the end of the three-year Performance Period will be
based on the average of the high and low prices of common stock for the month of
December 2011 and may be adjusted upward or downward based upon the total
shareholder return (“TSR”) of common stock relative to an energy services
company index during the same three-year period.  If the TSR rating is
at or above the 90th percentile, the payout will be 200% of the account value.
If the TSR is at the 50th percentile, the payout will be 100% of the account
value. If the TSR is at the 40th percentile, the payout will be 50% of the
account value.  Payouts for a ranking above the 40th percentile and
below the 90th percentile will be interpolated.  For a TSR ranking
below the 40th percentile, no payout will be made.

    


    The payout under
this Award will be made between February 15 and March 15, 2012 if the payout is
on account of the completion of the Performance Period and satisfaction of the
TSR ranking, as specified above, or, if earlier, on the payment date as
specified in Section Two below (all payment dates are referred to as “Payment
Date”). The payout will be made in cash; however, the Participant may elect to
defer receipt of any payout under the provisions of the FirstEnergy Corp.
Executive Deferred Compensation Plan.  The election to defer shall be
made in a manner as required under administrative rules established by the
Company and shall be made in a manner that complies with Section 409A of the
Internal Revenue Code (“Section 409A”).

    


    
      
        
          
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    SECTION
TWO - GENERAL TERMS

    


    Forfeiture

    


    The
Participant shall forfeit all or a portion of the Award and any rights hereunder
to receive the Award upon the occurrence of any of the following events before
the expiration of the Performance Period:

    


    
      
        	
                Event of Participant

              	
                Effect on Award

              	
                Further Information

              	
                Payment Form

                and Time

              
	 
    	 
    	 
    	 
    
	
                Termination
      due to retirement (including early retirement)

              	
                Account
      balance prorated based on full months of service during Performance
      Period.

              	
                As provided
      under 9.5 of the Plan.

              	
                Single lump
      sum between February 15 and March 15, 2012.

                 

              
	
                Termination
      due to Disability

              	
                Account
      balance prorated based on full months of service during Performance
      Period.

              	
                As provided
      under 9.5 of the Plan.

              	
                Single lump
      sum between February 15 and March 15, 2012.

                 

              
	
                Death

              	
                Account
      balance prorated based on full months of service during Performance
      Period.

              	
                Payout made to
      beneficiary as provided under Article 15 of the Plan or by will or by the
      laws of descent and distribution.

              	
                Single lump
      sum as soon as practicable after the Participant’s death but by the
      earlier of March 15 following the calendar year of death or the end of the
      90 day period commencing on  the date of death.

                 

              
	
                Termination
      for Cause

              	
                Award
      immediately forfeited.

              	
                Termination
      for Cause as provided under 2.7 of the Plan.

                 

              	
                N/A

              
	
                Termination in which the
      Participant qualifies for and receives benefits under
      the  FirstEnergy Severance Plan, if offered

              	
                Account
      balance prorated based on full months of service during Performance
      Period.

              	
                Refer to the
      FirstEnergy Severance Plan.

              	
                Single lump
      sum between February 15 and March 15,
2012.

              


         

         

         

         

        
          
            
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                   Event
      of Participant

                	
                   Effect
      on Award

                	
                   Further
      Information

                	
                  Payment
      Form

                  and
      Time

                
	
                  Other
      Termination (including resignation)

                   

                	
                   Award
      immediately forfeited.

                	 
    	
                  N/A

                
	
                  Transfer out
      of an executive eligible position and employed by the Company on
      December 31, 2011

                	
                  Account
      balance prorated based on full months in an executive eligible position
      during Performance Period.

                	
                  If the
      Participant terminates prior to December 31, 2011, the Participant may
      still be entitled to a prorated account balance as described
      above.

                	
                  Single lump
      sum between February 15 and March 15,
2012.

                


        

      

    

    


    


    Prorated awards will
be calculated using the average high and low prices of common stock for the
month of December 2011 or, in the case of death, a thirty day period ending
immediately before the date of death and the most recent quarterly TSR
factor.

    


    In the event of a
Change in Control, this Award will be fully vested and will be paid in a single
lump sum as soon as practicable but by the earlier of March 15 following the
year in which the Change in Control occurs or the end of the 90-day period
commencing on the date of the consummation of the Change in Control but subject
to such other terms as determined by the Committee.  For purposes of
this Award, the term “Change in Control” means a change in control that
satisfies both a Change in Control as defined in the Plan and a “change in
control event” as defined in Treasury Regulation Section
1.409A-3(i)(5).

    


     

    Withholding
Tax

     

    The Company shall
have the right to deduct, withhold or require the Participant to surrender a
cash amount sufficient to satisfy all federal, state and local taxes required by
law to be withheld in connection with the payment of benefits under this
Award.

     

    Shareholder
Rights

    


    The Participant
shall have no rights as a shareholder of the Company, including voting rights,
with respect to the Award.

    


    Effect
on the Employment Relationship

    


    This grant of
Performance Shares is voluntary and made on a one-time basis and does not
constitute a commitment to make any future awards.  Nothing by this
Award or in this Award Agreement guarantees employment with the Company, nor
does this Award or Award Agreement confer any special rights or privileges to
the Participant as to the terms of employment.

    


    
      
        
          
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    Administration

    


    
      	
              1.

            	
              This Award is
      governed by the laws of the State of Ohio without giving effect to the
      principles of the conflicts of
laws.

            


    

    
      	
              2.

            	
              The
      administration of this Award and the Plan will be performed in accordance
      with Article 3 of the Plan.

            


    

    
      	
              3.

            	
              All
      determinations and decisions made by the Committee, the Board, or any
      delegate of the Committee as to the provisions of the Plan shall be final,
      conclusive, and binding on all
persons.

            


    

    
      	
              4.

            	
              The terms of
      this Award Agreement are governed at all times by the official text of the
      Plan and in no way alter or modify the
Plan.

            


    

    
      	
              5.

            	
              If a term is
      capitalized but not defined in this Award Agreement, it has the meaning
      given to it in the Plan.

            


    

    
      	
              6.

            	
              To the extent
      a conflict exists between the terms of this Award Agreement and the
      provisions of the Plan, the provisions of the Plan shall
      govern.

            


    

    
      	
              7.

            	
              The terms and
      conditions of this Award Agreement may be modified by the
      Committee:

            


    

    
      	
                     
      (a)

            	
              in any case
      permitted by the terms of the Plan or this Award
  Agreement;

            


    

    
      	
                     
      (b)

            	
              with the
      written consent of the Participant;
or

            


    

    
      	
                     
      (c)

            	
              without the
      consent of the Participant, if the amendment is either not materially
      adverse to the interests of the Participant or is necessary or appropriate
      in the view of the Committee to conform with, or to take into account,
      applicable law, including either exemption from or compliance with any
      applicable tax law.

            


    

    


    409A

     

     

    It is intended that
this Award and the compensation and benefits hereunder be exempt from Section
409A, and this Award shall be so construed and administered.  In the
event that the Committee reasonably determines that any compensation or benefits
payable under this Award Agreement may be subject to taxation under Section
409A, the Committee shall have the authority to adopt, prospectively or
retroactively, such amendments to this Award Agreement or to take any other
actions it determines necessary or appropriate to (a) exempt the compensation
and benefits payable under this Award from Section 409A or (b) comply with the
requirements of Section 409A.  The Committee, in its sole discretion,
shall determine to what extent, if any, this Award Agreement must be amended,
modified, or reformed. In no event, however, shall any provision of this Award
Agreement be construed to require the Company to provide any gross-up for the
tax consequences of any provisions of, or payments under, this Award and the
Company shall have no responsibility for tax consequences to Participant (or the
Participant’s beneficiary) resulting from the terms or operation of this
Award.

     

    Notwithstanding any
other provision in this Award Agreement to the contrary, if the Award is deemed
to be subject to the requirements of Section 409A and not exempt from such
coverage:

     

    
      	
              1.

            	
              A Participant
      shall not be treated as having a termination of employment unless the
      Participant has a “separation
      from service” as defined in regulations under, and for purposes of,
      Section 409A.

            


    

     

     

    


    
      
        
          
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              2.

            	
              If a
      Participant is a “specified employee,” as determined under the Company’s
      policy for determining specified employees on the date of a “separation
      from service,” all payments under this Award Agreement that would
      otherwise be paid or provided during the first six (6) months following
      such separation from service (other than payments, benefits, or
      reimbursements that are treated as separation pay under Section
      1.409A-1(b)(9)(v) of the Treasury Regulations, short-term deferrals under
      Section 1.409A-1(b)(4) of the Treasury Regulations or other payments
      exempted under the Treasury Regulations for Section 409A) shall be
      accumulated through and paid or provided (together with interest at the
      applicable federal rate under Section 7872(f)(2)(A) of the Internal
      Revenue Code of 1986, as amended, in effect on the date of the separation
      from service) as soon as practicable following the six (6) month
      anniversary of such separation from service but not later than the end of
      the taxable year in which the six (6) month anniversary occurs.
      Notwithstanding the foregoing, payments delayed pursuant to this paragraph
      shall commence as soon as practicable following the date of death of the
      Participant prior to the end of the 6 month period but in no event later
      than ninety (90) days following the date of
  death.

            


    

     

     

     

    SECTION
THREE - TRANSFER OF AWARD

     

    The Performance
Shares are not transferable during the life of the Participant.  Only
the Participant shall have the right to receive payout of the Award, unless the
Participant is deceased, at which time the payout may be paid to the
Participant's beneficiary (as designated under Article 15 of the Plan), or
pursuant to the Participant’s will or the laws of descent and
distribution.

     

    I acknowledge
receipt of this Performance Share Award and I accept and agree with the terms
and conditions stated above.

    


    


    
      
        
          
            
              
                	
                        FirstEnergy
      Corp.

                         

                         

                         

                      
	
                        By

                      	 
    
	 
    
	 
    
	 
    
	 
    
	
                        (Signature of
      Participant)

                         

                         

                         

                      
	
                        (Date)

                      


              

            

          

        

      

    

    


    


    


    
      
        
          
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