Attached files
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| 8-K - SOUTHERN CO | pshaward20108k.htm |
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Exhibit
10.1
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SOUTHERN
COMPANY
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OMNIBUS
INCENTIVE COMPENSATION PLAN
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FORM
OF TERMS
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PERFORMANCE SHARE
AWARD
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A
Performance Share Award is subject to the following terms and
conditions:
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1.
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Award: A
target number of units (which are referred to as “Performance Shares” or
“Performance Share Awards”) are awarded by the Compensation and Management
Succession Committee (the “Committee”) of The Southern Company (the
“Company”) board of directors which provides an opportunity to earn over a
Performance Period of three years if certain performance goal measures are
met. Performance Share Awards are governed by the
2006 Southern Company Omnibus Incentive Compensation Plan, as amended from
time to time (the
“Plan”).
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2.
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Terms and
Conditions: The Performance Share Program Design Details
(the “Design Details”), an administrative document adopted by the
Committee which is set forth at https://hrdirect.southernco.com, contains
additional provisions that apply to Performance Share
Awards. Additionally, Performance Share Awards are subject to
all of the terms and conditions set forth in the Plan and any other
administrative documents adopted by the Committee. If there is
any inconsistency between the key terms here in and the terms of the Plan
or any administrative document adopted by the Committee, the Plan’s terms
and the administrative document’s terms will supersede and replace the
conflicting terms of these Key
Terms.
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3.
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Number of Target Performance
Shares: A target number of Performance Shares awarded to
a participant shall be determined by the Committee. At the end
of the Performance Period, participants shall receive Southern Company
common stock up to 200% of the target Performance Shares or as little as
no Performance Shares, depending upon actual performance compared to the
performance goal measures established by the Committee.
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4.
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Performance
Period: The period during which the performance goal
measures apply (the “Performance Period”) shall be determined by the
Committee at the time awards are made to
participants.
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5.
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Performance Goal
Measures: The performance goal measures will be
established by the Committee early in the first year of the Performance
Period. Performance is based on total shareholder return
(“TSR”) and is measured against a group of industry peers for the
Performance Period. The Committee determines the extent to
which the performance goal measures have been met and certifies the
results after the end of the Performance
Period.
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Once TSR
is calculated and compared to the TSR of the industry peers, the scale below
determines the percent of target that is paid. Payout for performance between
points is interpolated on a straight-line basis. 200% is the maximum
payout percentage.
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Southern
Company’s Percentile Ranking in 3-Year TSR vs. Peers
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Percent
of Target Earned
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90th
or above
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200%
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70th
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150%
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50th
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100%
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30th
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50th
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10th
or below
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0%
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6.
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Vesting: Performance
Shares do notvest until the last day of the Performance
Period. A participant must be employed on the vesting
date to receive any payment (except in cases of death or
retirement in which case the participant’s award will be prorated based on
the months of actual employment during the performance period- see the
Design Details for additional information). Termination for
cause (as defined and determined by the Committee) creates an exception to
the vesting rule. Such a termination for cause results in the
immediate forfeiture of any unpaid Performance Shares, even if
vested.
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7.
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Form and Timing of
Payout: Performance Share Awards will be paid in unrestricted
common stock of the Company (“Common Stock”) on or about March 1 following
the end of the Performance Period (but in no event later than March 15
immediately following the end of the Performance Period). The
value of the shares transferred to a participant for purposes of tax
calculations will be determined based on the market price at that
time. If the payout date is on a day the NYSE is closed, then
the market price on the next following business day will be
used. The Performance Share Award payout is subject to
withholding taxes and thus the actual number of shares of Common Stock a
participant may receive will be reduced by the number of shares Common
Stock reflecting the amount of withholding
taxes.
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8.
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Transferability and Share
Ownership: Performance Shares are not transferable in
any manner. Performance Shares have no voting rights and no
dividends are paid on them. A participant is not considered to
own any shares of Common Stock based on the Performance Share Award until
after performance is measured after the end of the Performance Period and
the Performance Shares are converted into shares of Common Stock and
issued to a participant. .
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