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Title:

Firstenergy Corp.

Entities:

FirstEnergy Corp.

Date:

2008

Size:

22KB total

Price:

$34

ID:

#3284465

► Compensation ► Unit Agmt. ► Stock ► Restricted Stock Unit Agreements
► Utilities ► Electric Utilities

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FirstEnergy Corp.

Executive and Directors Incentive Compensation Plan

Restricted Stock Unit Agreement

Award No.: RSUP10

Number of Shares Awarded: XXX shares

Grantee: FORM OF GRANT GIVEN TO TOP 5

This Restricted Stock Unit Agreement (the ?Agreement?) is entered into as of the 3rd day of March 2008 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. 2007 Incentive 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:

5:00 p.m. Akron Time on March 3, 2011;

The date of the Grantee?s death;

The date that the Grantee?s employment is terminated due to Disability (as defined, except as otherwise provided in "409A" below, under the then established rules of the Company or any of its subsidiaries, as the case may be); or

The date that Grantee?s employment is terminated at any time following a Change in Control, provided that such termination occurs under the conditions specified in either Section 5(a) or 5(b) of Grantee?s Special Severance Agreement dated December 31, 2007, but without regard to the thirty-six (36) month period specified in Section 5(a) or 5(b) and provided further that such termination was not at Grantee's discretion pursuant to Section 5(c) of Grantee's Special Severance Agreement, dated December 31, 2007.

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 (a) the Grantee?s employment is terminated as a result of involuntary termination under conditions in which the Grantee qualifies for, elects to accept an employer severance benefit, if offered, and executes an agreement to release the Company in full against any and all claims as required by the arrangement or plan providing the employer severance benefit; (b) the Grantee retires, or (c) the Grantee continues to be employed by FE but ceases to be employed in an executive position during the three-year Performance Period. 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.

Performance Adjusted Restricted Stock Units

If the Delivery Date (as defined below under "Delivery of Common Stock") is March 3, 2011, 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), including all Dividend Equivalents, 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:

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