Form of Restricted Stock Agreement



 Exhibit 10.14 
 TECO ENERGY, INC. 
 2004 EQUITY INCENTIVE PLAN 
 Restricted Stock Agreement 
 TECO Energy, Inc. (the "Company") and
                                        
(the "Grantee") have entered into this Restricted Stock Agreement (the "Agreement") dated April 30, 2008 under the Company's 2004 Equity Incentive Plan (the "Plan"). Capitalized terms not otherwise defined herein have
the meanings given to them in the Plan. 
 1. Grant of Restricted Stock. Pursuant to the Plan and subject to the terms and conditions
set forth in this Agreement, the Company hereby grants, issues and delivers to the Grantee                      shares of its Common Stock
(the "Restricted Stock"). 
 2. Restrictions on Stock. Until the restrictions terminate under Section 3, unless otherwise
determined by the Committee: 
 (a) the Restricted Stock may not be sold, assigned, pledged or transferred by the Grantee; and 
 (b) all shares of Restricted Stock will be forfeited and returned to the Company if the Grantee ceases to be an employee of the Company or any business
entity in which the Company owns directly or indirectly 50% or more of the total voting power or has a significant financial interest as determined by the Committee (an "Affiliate"). 
 3. Termination of Restrictions. The restrictions on all shares of Restricted Stock will terminate on the earliest to occur of the following
events: 
 (a) the third anniversary of the date of this Agreement; 
 (b) the termination of Grantee's employment with the Company or any Affiliate because of a disability that would entitle the Grantee to benefits under the
long-term disability benefits program of the Company for which the Grantee is eligible, as determined by the Committee; 
 (c) the termination
by the Company or any Affiliate of Grantee's employment other than for Cause as determined by the Committee. "Cause" means (i) willful and continued failure of the Grantee to substantially perform his duties with the Company or such Affiliate
(other than by reason of physical or mental illness) after written demand specifically identifying such failure is given to the Grantee by the Company, or (ii) willful conduct by the Grantee that is demonstrably and materially injurious to the
Company. For purposes of this subsection, "willful" conduct requires an act, or failure to act, that is not in good faith and that is without reasonable belief that the action or omission was in the best interest of the Company or the Affiliate;








 (d) upon a resignation of employment in which the Committee determines in its sole discretion that the
removal of restrictions is appropriate; 
 (e) the Grantee's death; or 
 (f) upon a Change in Control. For purposes of this Agreement, a "Change in Control" means a change in control of the Company of a nature that would
be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), whether or not the Company is in fact required to comply therewith;
provided, that, without limitation, such a Change in Control shall be deemed to have occurred if: 
 (1) any "person" (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act), other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned, directly or indirectly, by the shareholders of the Company
in substantially the same proportions as their ownership of stock of the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more
of the combined voting power of the Company's then outstanding securities; 
 (2) the following individuals cease to constitute a majority of
the number of directors then serving: individuals who on the date hereof constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including
but not limited to a consent solicitation, relating to the election of directors of the Company) whose election by the Board or nomination for election by the shareholders of the Company was approved by a vote of at least two-thirds (2/3) of
the directors then still in office who either were directors on the date hereof or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; 
 (3) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other
than (i) a merger or consolidation resulting in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving
entity) at least 50% of the combined voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation or (ii) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no "person" (as hereinabove defined) acquires 30% or more of the combined voting power of the Company's then outstanding securities; or 
 (4) the shareholders of the Company approve a plan of complete liquidation of the Company or there is consummated the sale or disposition by the Company
of all or substantially all of the Company's assets. 
 4. Rights as Shareholder. Subject to the restrictions and other limitations
and conditions provided in this Agreement, the Grantee as owner of the Restricted Stock will have all the rights of a 

  

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shareholder, including but not limited to the right to receive all dividends paid on, and the right to vote, such Restricted Stock. 
 5. Stock Certificates. The Restricted Stock will be registered in the name of the Grantee and held by the Company’s transfer agent in
uncertificated form in a restricted account, or a certificate will be issued and registered in the name of the Grantee and deposited by the Grantee with the Company and will bear a legend in substantially the following form: 
 THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS, CONDITIONS AND RESTRICTIONS
(INCLUDING RESTRICTIONS ON TRANSFER AND FORFEITURE PROVISIONS) CONTAINED IN AN AGREEMENT BETWEEN THE REGISTERED OWNER AND TECO ENERGY, INC. A COPY OF SUCH AGREEMENT WILL BE FURNISHED TO THE HOLDER OF THIS CERTIFICATE UPON WRITTEN REQUEST AND WITHOUT
CHARGE. 
 Upon the termination of the restrictions imposed under this Agreement as to any shares of Restricted Stock held by the
Company’s transfer agent or deposited with the Company hereunder, the Company will transfer the unrestricted shares electronically to Grantee’s brokerage account or the Company will return to the Grantee (or to such Grantee's legal
representative, beneficiary or heir) one or more certificates, without the above legend, for such shares. 
 6. Adjustment of Terms.
In the event of corporate transactions affecting the Company’s outstanding Common Stock, the Committee will equitably adjust the number and kind of shares subject to this Agreement to the extent provided by the Plan. 
 7. Notice of Election Under Section 83(b). If the Grantee makes an election under Section 83(b) of the Internal Revenue Code of 1986, as
amended, he or she will provide a copy thereof to the Company within thirty days of the filing of such election with the Internal Revenue Service. 
 8. Withholding Taxes. The Grantee will pay to the Company, or make provision satisfactory to the Committee for payment of, any taxes required by law to be withheld in respect of the Restricted Stock no later than the date of the
event creating the tax liability. In the Committee's discretion, such tax obligations may be paid in whole or in part in shares of Common Stock, including the Restricted Stock, valued at Fair Market Value on the date of delivery (which is defined as
the closing price on the New York Stock Exchange on the previous trading day). Provided, however, that if any of the events in Section 3 occurs on a date that is not a Business Day, the restrictions on the shares of Restricted Stock shall be
deemed to have terminated for the purposes of this Section on the Business Day immediately preceding the date of such event. “Business Day” means any day other than a Saturday or Sunday that is not a day on which the New York Stock
Exchange is authorized or required by law or regulations to be closed. The Company and its Affiliates may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to the Grantee. 
  

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 9. The Committee. Any determination by the Committee under, or interpretation of the terms of,
this Agreement or the Plan will be final and binding on the Grantee. 
 10. Limitation of Rights. The Grantee will have no right to
continued employment by virtue of this grant of Restricted Stock. 
 11. Amendment. The Company may amend, modify or terminate this
Agreement, including substituting another Award of the same or a different type and changing the date of realization, provided that the Grantee's consent to such action will be required unless the action, taking into account any related action,
would not adversely affect the Grantee. 
 12. Governing Law. This Agreement will be governed by and interpreted in accordance with
the laws of Florida. 
  

			
	TECO ENERGY, INC.
		
	By:	 	 
		 	 C.E. Childress
 Chief Human Resources
Officer

		
		 	 
		
		 	 


  

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