Exhibit 10(hh)-1
Exhibit
10(hh)-1
AMENDMENT
NO. 1
TO
PPL
CORPORATION INCENTIVE
COMPENSATION
PLAN FOR KEY EMPLOYEES
WHEREAS,
PPL Corporation, (“PPL”) has adopted the PPL Corporation Incentive Compensation
Plan for Key Employees (“Plan”), effective January 1, 1997; and
WHEREAS,
the Plan was amended and restated effective January 1, 2003; and
WHEREAS,
PPL desires to further amend the Plan;
NOW,
THEREFORE, the Plan is hereby amended as follows:
I. Effective
January 1, 2005, Section 7, paragraphs B and C are amended to read:
SECTION
7. RESTRICTED STOCK, RESTRICTED STOCK UNITS.
B. Restriction
Period. At the time a Restricted Stock or Restricted Stock Units Award is
granted, CLC shall establish a Restriction Period applicable to such Award
which
shall be not less than three years. Each Restricted Stock or Restricted Stock
Units Award may have a different Restriction Period. All Restricted Stock Units
granted after December 31, 2004 shall have a mandatory Restriction Period,
if
the Restriction Period has not lapsed as of the day prior to a termination
of
employment, of six calendar months from the day of termination of
employment.
Notwithstanding
the other provisions of this Section 7: (i) in the event of a Change in Control,
the Restriction Periods on all Restricted Stock Awards previously granted shall
lapse and in the event of a "Change in ownership or effective control" as
defined by Treasury Regulations under Code Section 409A(a)(2)(A)(v), the
Restriction Periods on all Restricted Stock Units shall lapse, and (ii) apart
from a Change in Control, CLC is authorized in its sole discretion to accelerate
the time at which any or all of the restrictions on all or any part of a
Restricted Stock Award shall lapse or to remove any or all of such restrictions
whenever CLC may decide that changes in tax or other laws or other circumstances
arising after the granting of a Restricted Stock Award make such action
appropriate. CLC may, in its discretion, authorize a deferral of stock award
gains program which covers any Restricted Stock Units prior to the end of the
Restriction Period or any unexercised Options. If CLC does so authorize such
a
program, a Participant may defer receipt of Common Stock as permitted under
that
program. The program if authorized, shall not permit a deferral of gain to
be
elected less than 12 months from the end of the Restriction Period, and shall
impose a mandatory five-year delay on the receipt of Common Stock if deferral
is
elected.
C. Forfeiture
or Payout of Award. During the Restriction Period, Restricted Stock or
Restricted Stock Units Awards are subject to forfeiture or payout (i.e., removal
of restrictions) as indicated for each of the following events:
(i) Termination
- In this event, the Restricted Stock or Restricted Stock Units Award will
be
completely forfeited.
(ii) Retirement
- In this event, Restricted Stock will be completely forfeited, but payout
of
the Restricted Stock Units Award will be made with complete removal of
restrictions, but, for Restricted Stock Units granted after December 31, 2004,
six calendar months after the last day of employment, if the Participant is
eligible for and actually receives retirement benefits. If retirement or
severance benefits are payable under a separation program or policy, the
restrictions will be modified, but only in accordance with the express terms
of
such separation program or policy, and in the absence of such express terms
there shall be a complete forfeiture of Restricted Stock or Restricted Stock
Units.
(iii) Disability
- In this event, payout of the Restricted Stock or Restricted Stock Units Award
will be prorated as if the Participant had maintained active employment until
age 65, but payout of the Restricted Stock Units granted after December 31,
2004
shall not be made until six calendar months after the last day of employment,
unless the Participant is "disabled" within the meaning of Code Section
409A(a)(2)(C).
(iv) Death
- In this event, payout of the Restricted Stock or Restricted Stock Units Award
will be prorated as if the Participant had maintained active employment until
age 65, and will be made to the Beneficiary.
(v) Conversions
between Restricted Stock and Restricted Stock Units. CLC has the discretion
to
convert with the consent of the Participant any or all Restricted Stock into
Restricted Stock Units of equivalent value, and to convert any or all Restricted
Stock Units into Restricted Stock of equivalent value, prior to the end of
the
applicable Restriction Period, but a conversion of Restricted Stock Units into
Restricted Stock shall not be implemented less than 12 months prior to the
end
of the applicable Restriction Period, and the new Restriction Period shall
lapse
at least 5 years after the end of the old Restriction Period. Upon any such
conversion, the Restricted Stock or Restricted Stock Units so converted will
be
completely forfeited, and the Participant shall have the rights with respect
to
Restricted Stock, Restricted Stock Units and Dividend Equivalents (if
applicable) as may be specified in the conversion notice.
Notwithstanding
anything in this Section 7C to the contrary, in the event that prior to any
payout of Common Stock a Participant described in this Section 7C violates
any
noncompete agreements between Participant and PPL Corporation or an Affiliated
Company, his Restricted Stock or Restricted Stock Units Award, and any Dividend
Equivalents, will be completely forfeited.
In
any
instance where payout of a Restricted Stock or Restricted Stock Units Award
is
to be prorated, CLC may choose in its sole discretion to provide the Participant
(or the Participant's Beneficiary) with the entire Award rather than the
prorated portion thereof.
Any
Restricted Stock which is forfeited hereunder will be transferred to PPL
Corporation.
II. Except
as provided for in this Amendment No. 1, all other provisions of the Plan shall
remain in full force and effect.
IN
WITNESS WHEREOF, this Amendment No. 1 is executed this
day of February, 2006.
PPL
Services Corporation
By:
_______________________________
Ronald
Schwarz
Vice
President-Human Resources