Form of RESTRICTED STOCK AWARD AGREEMENT under the NEXTERA ENERGY, INC. AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN

___ shares on the later to occur of (i) the date which is [1 year following grant], or (ii) the date on which the Compensation Committee of the Board or such other committee designated to administer the Plan (the "Committee") makes the certification described in section 2(b)(i) hereof (the “First Vest”);

___ shares on the later to occur of (i) the date which is [2 years following grant], or (ii) the date on which the Committee makes the certification described in section 2(b)(ii) hereof (the “Second Vest”); and

___ shares on the later to occur of (i) the date which is [3 years following grant], or (ii) the date on which the Committee makes the certification described in section 2(b)(iii) hereof (the “Final Vest”)

 

(c)

Notwithstanding the provisions of sections 2(a) and 2(b), if (i) the Participant is a party to an Executive Retention Employment Agreement with the Company (“Retention Agreement”) and has not waived his or her rights, either entirely or in pertinent part, under such Retention Agreement, and (ii) the Effective Date (as defined in the Retention Agreement as in effect on the date hereof) has occurred and the Employment Period (as defined in the Retention Agreement as in effect on the date hereof) has commenced and has not terminated pursuant to section 3(b) of the Retention Agreement (as in effect on the date hereof) then, so long as the Participant is then employed by the Company or one of its subsidiaries or affiliates, the Awarded Shares shall vest upon a Change of Control (as defined in the Retention Agreement as in effect on the date hereof), in lieu of the vesting schedule set forth in this section 2.  Notwithstanding the provisions of sections 2(a) and 2(b), if the Participant is not a party to a Retention Agreement, the rights of the Participant upon a Change of Control (as defined in the Plan as in effect on the date hereof) shall be as set forth in section 9 of the Plan as in effect on the date hereof.

 

(d)

If as a result of a Change of Control (as defined in the Plan as in effect on the date hereof), the shares of Common Stock are exchanged for or converted into a different form of equity security and/or the right to receive other property (including cash), payment in respect of the Restricted Stock shall, to the maximum extent practicable, be made in the same form.

 

(a)

The Participant shall not be entitled to delivery of unrestricted shares until vesting.

 

(b)

The Participant may not sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of the Awarded Shares prior to vesting.

 

(c)

In addition to the provisions set forth in section 4 hereof, a breach by the Participant of the terms and conditions set forth in this Agreement shall result in the immediate forfeiture of all then unvested Awarded Shares.

 

(d)

Notwithstanding anything herein to the contrary, if all or a portion of the Awarded Shares do not vest, whether upon the termination of the Participant’s employment with the Company or a subsidiary or affiliate of the Company (including any successors to the Company), or otherwise (including without limitation if the Company fails to meet one or more Performance Targets established as described in section 2(b) hereof), all dividends paid to the Participant on Awarded Shares which have not vested (and which shall not thereafter vest in accordance with section 4 hereof) shall be forfeited, and shall be repaid to the Company within thirty (30) days after the date on which Participant’s obligation to repay such dividends accrues.  For purposes hereof, such obligation to repay such dividends shall accrue (1) on such date as the Committee establishes that a Performance Target has not been met, as to all dividends paid on Awarded Shares which are forfeited due to failure to meet such Performance Target; (2) on the date of termination of employment, as to all dividends paid on Awarded Shares which are forfeited upon such termination of employment; and (3) after termination of employment if, prior to vesting of all or any portion of the Awarded Shares, the Participant breaches any provision hereof, including without limitation the provisions of section 9 hereof, in which event the Participant shall immediately forfeit all rights to the then-unvested Awarded Shares and any dividends theretofore paid on such then-unvested Awarded Shares.

 

(a)

If the Participant’s termination of employment is due to resignation, discharge, or retirement prior to age 65 which does not meet the condition set forth in section 4(c), below, all rights to Awarded Shares not theretofore vested (including without limitation rights to dividends not theretofore paid and rights to retain dividends on Awarded Shares which have not theretofore vested, as more fully set forth in section 3(d) hereof) under this Agreement shall be immediately forfeited.  Forfeited dividends shall be repaid to the Company within thirty (30) days after the Participant’s termination of employment.

 

(b)

If the Participant’s termination of employment is due to (1) total and permanent disability (as defined under the Company’s executive long-term disability plan), (2) death or (3) retirement on or after age 65 not meeting the condition set forth in section 4(c), below, a pro rata share (calculated based upon the number of completed years of service during the Restriction Period) of the then unvested portion of the Awarded Shares shall vest (a) in the event of disability or death, on the date of termination of employment or (b) in the event of retirement on or after age 65 which does not meet the condition set forth in section 4(c), below, on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable performance conditions) set forth in section 2 hereof, notwithstanding that the Participant’s employment will have previously terminated.  Notwithstanding the foregoing, if, after termination of employment but prior to vesting of all or any portion of the Awarded Shares, the Participant breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Participant shall immediately forfeit all rights to the then-unvested Awarded Shares and any dividends theretofore paid on such then-unvested Awarded Shares. Forfeited dividends shall be repaid to the Company within thirty (30) days after the date on which Participant’s obligation to repay such dividends accrues.

 

(c)

If the Participant’s termination of employment is due to retirement on or after age 50, and if, but only if, such retirement is evidenced by a writing which specifically acknowledges that this provision shall apply to such retirement and is executed by the Company’s chief executive officer (or, if the Participant is an executive officer, by a member of the Committee or the chief executive officer at the direction of the Committee, other than with respect to himself), the then-unvested portion of the Awarded Shares shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable performance conditions) set forth in section 2 hereof, notwithstanding that the Participant’s employment will have previously terminated.  Notwithstanding the foregoing, if, after termination of employment but prior to vesting of all or a portion of the Awarded Shares, the Participant breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Participant shall immediately forfeit all rights to the then-unvested Awarded Shares and any dividends theretofore paid on such then-unvested Awarded Shares.  Forfeited dividends shall be repaid to the Company within thirty (30) days after the date on which Participant’s obligation to repay such dividends accrues.

 

d)

If a Participant's employment is terminated prior to vesting of all or a portion of the Awarded Shares for any reason other than as set forth in sections 4(a), (b) and (c) above, or if an ambiguity exists as to the interpretation of those sections, the Committee shall determine whether the Participant's then-unvested Awarded Shares shall be forfeited or whether the Participant shall be entitled to full vesting or pro rata vesting as set forth above based upon completed years of service during the Restriction Period, and any Awarded Shares which may vest shall do so on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable performance conditions) set forth in section 2 hereof, notwithstanding that the Participant’s employment will have previously terminated.  Notwithstanding the foregoing, if, after termination of employment but prior to vesting of all or a portion of the Awarded Shares, the Participant breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Participant shall immediately forfeit all rights to the then-unvested Awarded Shares and any dividends theretofore paid on such then-unvested Awarded Shares.  Forfeited dividends shall be repaid to the Company within thirty (30) days after the date on which Participant’s obligation to repay such dividends accrues.