Restricted Stock Unit Agreement No. 1 - March 1, 2005


Exhibit 10-4

FirstEnergy
Corp.

Executive
and Director Incentive Compensation Plan

Restricted
Stock Unit Agreement (Performance Adjusted)







Restricted Stock
Unit Agreement No.: ____

Number of
Restricted Stock

Units Awarded:
  XXX
units




Date of Grant:
________,. 20__






 

This Restricted
Stock Unit Agreement (the “Agreement”) is
entered into as of the ____ day of _______, 20__, between FirstEnergy Corp. and
_____________ (the “Grantee”). For the
purposes of this Agreement, the term “Company” or “FE” means FirstEnergy Corp. and/or its
subsidiaries, singularly or collectively.







SECTION ONE
- AWARD




As of the date of
this Agreement, in accordance with the FirstEnergy Corp. Executive and Director
Incentive Compensation Plan (the “Plan”) and the terms and conditions of this
Agreement, the Company grants to the Grantee the right to receive, at the end of
the Period of Restriction (as defined below) a number of shares common stock of
the Company (“Common Stock”) equal to number of restricted stock units set forth
above (the “Restricted Stock Units”), subject to adjustment based on FE’s
performance as described below. 







SECTION TWO
- GENERAL TERMS




This agreement is
subject to the Plan and the following terms and conditions:




Period of
Restriction 




For the purposes of
this Agreement, “Period of Restriction” means the period beginning on the Date
of Grant set forth above and ending on the earliest of: 





	a)  	
      5:00 p.m.
      Akron Time on ________, 20__;





	b)  	
      The date of
      the Grantee’s death;





	c)  	
      The date that
      the Grantee’s employment is terminated due to
  Disability;





	d)  	
      The date that
      a Change in Control occurs, but if this Award is part of a nonqualified
      deferred compensation plan within the meaning of Section 409A of the Code,
      then the Period of Restriction will end on the date of that Change in
      Control only to the extent that the event giving rise to that Change in
      Control also would qualify as a change in control event under Section
      409A(a)(2)(A)(v) of the Code.







In addition, to the
extent described under the caption “Forfeiture” below, the Period of Restriction
will end with respect to a pro rata portion of the Restricted Stock Units if the
Grantee’s employment is terminated as a result of involuntary termination or
retirement under certain conditions. Neither the Restricted Stock Units nor the
right to receive the Common Stock issuable under the Restricted Stock Units may
be sold, transferred, pledged or assigned by the Grantee until the end of the
Period of Restriction, except as set forth in Section Three of this
Agreement.







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Performance
Adjusted Restricted Stock Units




If the Period of
Restriction ends on the time and date set forth in clause “a” of the provisions
under the caption “Period of Restriction” above, at the end of the Period of
Restriction, the actual number of shares issuable under the Restricted Stock
Units awarded pursuant to this Agreement may be adjusted upward or downward by
twenty-five percent (25%) from the base number of shares issuable under the
Restricted Stock Units (as set forth in Section One of this Agreement), based on
FE’s performance against three key metrics. The Committee has identified the
three performance metrics as Earnings Per Share, Safety Record, and Operational
Performance Index.




FE’s performance
against the three performance metrics will be evaluated, with respect to each
performance metric, by comparing the average of FE’s actual annual performance
over the three years beginning in the year of grant of this Award to the average
of the annual target performance levels established over the same period to
determine whether the Company has exceeded, met or fallen below the target
performance level for that particular performance metric. The annual target
performance level relating to each metric for each year will be set by the
Committee in February of that year. The following guidelines will be used to
adjust the number of shares issuable under the Restricted Stock Units awarded
pursuant to this Agreement:





	·  	
      If the
      Company’s average annual performance meets or exceeds the average of the
      target performance levels established by the Committee with respect to all
      three of the performance metrics identified above, the base number of
      shares issuable under the Restricted Stock Units (as set forth in Section
      One of this Agreement) will be increased by twenty-five percent
      (25%).





	·  	
      If the
      Company’s average annual performance falls below the average of the target
      performance levels established by the Committee with respect to all three
      of the performance metrics identified above, the base number of shares
      issuable under the Restricted Stock Units (as set forth in Section One of
      this Agreement) will be decreased by twenty-five percent
      (25%).





	·  	
      If the
      Company’s average annual performance meets or exceeds the average of the
      target performance levels established by the Committee with respect to one
      or more of the performance metrics identified above, but falls below the
      average of the target performance levels with respect to one or more of
      the other performance metrics, the base number of shares issuable under
      the Restricted Stock Units (as set forth in Section One of this Agreement)
      will not be increased or decreased.










Withholding
Tax

 

The Company shall
have the right to deduct, withhold, or require the Grantee to surrender an
amount sufficient to satisfy federal (including FICA and Medicare), state,
and/or local taxes required by law to be withheld in connection with the grant
of the Restricted Stock Units or the issuance of shares of Common Stock subject
to the Restricted Stock Units. Under the terms of the Plan, taxes can be paid by
check, by payroll withholding, or by withholding shares issuable under the
Restricted Stock Units awarded under this Agreement, as elected by the
Grantee.

 










2









Delivery of
Common Stock




Upon payment of tax
obligations and as soon as practicable after the end of the Period of
Restriction, the Company shall issue to the Grantee shares of FE Common Stock
under the Restricted Stock Units. The Company will issue a number of shares of
Common Stock equal to the number of Restricted Stock Units awarded under this
Agreement, as adjusted, less any shares withheld to cover the tax obligations in
accordance with the preceding paragraph; provided that, no fractional shares of
Common Stock will be issued under the Restricted Stock Units and any fractional
shares to which the Grantee would otherwise be entitled will be rounded up to
the next full share. Notwithstanding the foregoing, if the Grantee is a
specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code
and the Period of Restriction ends as a result of Grantee’s separation from
service (other than as a result of Grantee’s death or Disability), no issuance
of shares of FE Common Stock under the Restricted Stock Units will be made to
the Grantee prior to the date which is six months after the date of the
Grantee’s separation from service within the meaning of that Section, or, if
earlier, the date of the Grantee’s death. All shares issued will be registered
in the name of the Grantee and will be held in safekeeping with FE.





Forfeiture





The Grantee shall
forfeit all of the Restricted Stock Units and any right under this Agreement to
receive Common Stock upon the occurrence of any the following events before the
expiration of the Period of Restriction:





	·  	
      Termination
      of employment with the Company or its subsidiaries for any reason other
      than death, Disability, involuntary termination under conditions in which
      the Grantee qualifies for and elects benefits under the Company’s
      Severance Benefits Plan, or retirement (as defined under the then
      established rules of the Company or any of its subsidiaries, as the case
      may be). 








	·  	
      Any attempt
      to sell, transfer, pledge, or assign the Restricted Stock Units or the
      right to receive the Common Stock issuable under the Restricted Stock
      Units in violation of this Agreement.







If the Grantee’s
employment is involuntary terminated under conditions in which the Grantee
qualifies for and elects benefits under the Company’s Severance Benefits Plan,
or if the Grantee retires (as defined under the then established rules of the
Company or any of its subsidiaries, as the case may be), the Restricted Stock
Units in this Agreement will not be adjusted for performance in accordance with
the provisions under the caption “Performance Adjusted Restricted Stock Units”
above and will be forfeited and payable as follows, subject to Section 3.8 of
the Plan:





	·  	
      If the
      Grantee’s employment terminates prior to a full year after the Date of
      Grant, all Restricted Stock Units and any Restricted Stock Units earned as
      Dividend Equivalents will be forfeited.





	·  	
      If the
      Grantee’s employment terminates a full year or more after the Date of
      Grant, the Grantee will be entitled to a prorated number Restricted Stock
      Units. The prorated number of Restricted Stock Units will be determined by
      multiplying the number of shares initially awarded by the number of full
      months served after the date of grant, divided by thirty-six months.
      Additionally, the Grantee will be entitled to all Restricted Stock Units
      earned as Dividend Equivalents on this Award, as of the date of
      termination. The remaining portion of Restricted Stock Units initially
      granted will be forfeited. The prorated portion will be issued as soon as
      practicable after the termination, subject to satisfying the applicable
      tax withholding requirements.







Upon the occurrence
of any of the above before the expiration of the Period of Restriction, the
Restricted Stock Units shall be forfeited by the Grantee to the Company and the
Grantee’s interest in the Restricted Stock Units and the Common Stock issuable
under the Restricted Stock Units, including the right to receive Dividend
Equivalents (as defined below) shall terminate immediately in accordance with
the foregoing, unless such forfeiture is waived in the sole discretion of the
Committee.










3












Continuing
Transfer Restrictions




 

Should Grantee’s
employment with FE continue after expiration of the Period of Restriction, until
such time as Grantee’s employment with FE and its subsidiaries terminates, the
Grantee will not be permitted to sell, transfer, pledge, or assign
(collectively, “Transfer”) shares of Common Stock issued under this Agreement
(the “Transfer Restricted Securities”) to the extent prohibited in this
paragraph. If Grantee is subject to the employee share ownership guidelines
established by the Committee, then Grantee may not Transfer any Transfer
Restricted Securities to the extent that Grantee’s aggregate ownership of FE
stock immediately before and after the Transfer does not meet or exceed the
ownership level that applies to Grantee under those share ownership guidelines.
In addition, if Grantee is subject to the employee share ownership guidelines
established by the Committee, in no case may Grantee Transfer any Transfer
Restricted Securities to the extent that the Transfer, when aggregated with all
of Grantee’s other Transfers, would cause Grantee to cease to own directly at
least one-half of the Transfer Restricted Securities. Any attempt to Transfer
any Transfer Restricted Securities in violation of the foregoing shall be void,
and FE shall not record such transfer on its books or treat any purported
transferee of the Transfer Restricted Securities as the owner of such shares for
any purpose. The Committee may, however, in its sole discretion waive the
foregoing transfer restrictions in whole or in part. In addition, the Grantee
will be permitted to tender shares issuable under the Restricted Stock Units to
FE under Section 16.2 of the Plan in the amount necessary to satisfy tax
withholding obligations associated with the Restricted Stock Units, and those
shares tendered to FE will not be considered to be Transfer Restricted
Securities.

 

Grantee agrees that
FE may maintain custody of the certificate or certificates evidencing the
Transfer Restricted Securities until the expiration of Grantee’s employment with
FE and its subsidiaries in order to enforce the restrictions provided in this
Agreement. Upon the termination of Grantee’s employment with FE and its
subsidiaries for any reason after (or contemporaneous with) termination of the
Period of Restriction, the Grantee’s shares will be free of all encumbrances,
provided that the Grantee has made the necessary arrangements with FE to satisfy
any withholding obligations.







Dividend
Equivalents




With respect to the
Restricted Stock Units granted pursuant to this Agreement, the Grantee will be
credited on the books and records of the Company with an amount per unit (the
“Dividend Equivalent”) equal to the amount per share of any cash dividends
declared by the Board on the outstanding Common Stock of the Company. Such
Dividend Equivalents will be credited in the form of an additional number of
Restricted Stock Units (which Restricted Stock Units, from the time of
crediting, will be deemed to be in addition to and part of the base number of
Restricted Stock Units awarded in Section One for all purposes hereunder, except
that such Restricted Stock Units will not be subject to performance adjustments
or pro rata forfeiture) 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 price per share of Common Stock on the respective
dividend payment date. Until the Period of Restriction lapses or any forfeiture
of the Restricted Stock Units occurs pursuant to the terms and conditions
described above, the Company will credit, in additional Restricted Stock Units,
to the Grantee’s Restricted Stock Unit award, an amount equal to the Dividend
Equivalents in the manner set forth above.













4









Shareholder
Rights




The Grantee shall
have no rights as a shareholder of the Company, including voting rights, with
respect to the Restricted Stock Units until the issuance of FE Common Stock upon
expiration of the Period of Restriction. 







Effect on
the Employment Relationship




Nothing in this
Agreement guarantees employment with the Company or any Subsidiary, nor does it
confer any special rights or privileges to the Grantee as to the terms of
employment.




Adjustments




In the event of any
merger, reorganization, consolidation, recapitalization, separation,
liquidation, stock dividend, stock split, combination, distribution, or other
change in corporate structure of the Company affecting the Common Stock, the
Committee will adjust the number and class of securities granted under this
Agreement in a manner determined by the Committee, in its sole discretion, to be
appropriate to prevent dilution or enlargement of the Restricted Stock Units
granted under this Agreement.




Administration





	1.  	
      This
      Agreement is governed by the laws of the State of Ohio without giving
      effect to the principles of conflicts of
laws.




 


	2.  	
      The terms and
      conditions of this
      Award may be modified by the Committee




 


	(a)  	
      In any case
      permitted by the terms of the Plan or this
Agreement,





	(b)  	
      with the
      written consent of the Grantee, or





	(c)  	
      without the
      consent of the Grantee if the amendment is either not materially adverse
      to the interests of the Grantee or is necessary or appropriate in the view
      of the Committee to conform with, or to take into account, applicable
      law.




 


	3.  	
      The
      administration of this Agreement and the Plan will be performed in
      accordance with Article 3 of the Plan. 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 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 Agreement, it has the meaning given to
      it in the Plan.








	6.  	
      To the extent
      a conflict exists between the terms of this Agreement and the provisions
      of the Plan, the provisions of the Plan shall
govern.
















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SECTION
THREE - TRANSFER OF AWARD

 

Neither the
Restricted Stock Units nor the right to receive the Common Stock issuable under
the Restricted Stock Units are transferable during
the life of the Grantee. Only the Grantee shall have the right to receive the
Common Stock issuable under the Restricted Stock Units, unless the Grantee is
deceased, at which time the Common Stock issuable under the Restricted Stock
Units may be received by the Grantee’s beneficiary (as designated under Article
12 of the Plan) or by will or by the laws of descent and
distribution.

 





 












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	 	FirstEnergy
      Corp.
	 
 	 
 	 
 
		By:  	
	 	
      

                                  
      Corporate Secretary
	 	






 

I
acknowledge receipt of this Restricted Stock Unit Agreement and I accept and
agree with the terms and conditions stated above. 









	 	 	 
	 	
	 
 __________________________	 
 	 
 
	               
          (Date:) 	  	
	 	
      

                                
        (Signature of Recipient)
	 	











(This is XXX’s
 1st RSU Grant under the FE Stock Option
Program.


 









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