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Form 8-K SOUTHERN CO For: Aug 15

August 17, 2022 4:12 PM EDT

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)August 15, 2022

Commission
File Number
Registrant,
State of Incorporation,
Address and Telephone Number
I.R.S. Employer
Identification No.
1-3526The Southern Company58-0690070
(A Delaware Corporation)
30 Ivan Allen Jr. Boulevard, N.W.
Atlanta, Georgia 30308
(404) 506-5000

The name and address of the registrant have not changed since the last report.

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

RegistrantTitle of each classTrading
Symbol(s)
Name of each exchange
on which registered
The Southern CompanyCommon Stock, par value $5 per shareSONew York Stock Exchange
The Southern CompanySeries 2017B 5.25% Junior Subordinated Notes due 2077SOJCNew York Stock Exchange
The Southern Company2019 Series A Corporate UnitsSOLNNew York Stock Exchange
The Southern CompanySeries 2020A 4.95% Junior Subordinated Notes due 2080SOJDNew York Stock Exchange
The Southern Company
Series 2020C 4.20% Junior Subordinated Notes due 2060
SOJENew York Stock Exchange
The Southern CompanySeries 2021B 1.875% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2081SO 81New York Stock Exchange




Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  




Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with a periodic review of its compensation plans and programs, on August 15, 2022, The Southern Company (the “Company”) amended and restated the Southern Company Change in Control Benefits Protection Plan (the “BPP” and, as amended and restated, the “Amended BPP”) and amended and restated the Southern Company Senior Executive Change in Control Severance Plan (the “Severance Plan” and, as amended and restated, the “Amended Severance Plan”).
Summaries of the BPP and the Severance Plan are included under the caption “Potential Payments Upon Termination or Change in Control” on pages 90 to 95 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 15, 2022 (the “Proxy Statement”) and are incorporated by reference herein. Capitalized terms used but not defined herein have the meanings ascribed to them in the Proxy Statement. The following description of the changes to the BPP and the Severance Plan is a summary only and is qualified by reference to the Amended BPP and the Amended Severance Plan, which are filed as Exhibits 10.1 and 10.2 hereto, respectively.
Changes to the BPP
The Amended BPP updates the definitions for change-in-control events and the treatment of equity compensation awards under certain change-in-control events, as follows:
The Amended BPP eliminates the “Company Does Not Survive Merger” category of change-in-control events and modifies the “Company Change in Control I” category of change-in-control events to add the following additional triggering events: approval by the Company’s stockholders of a complete liquidation or dissolution of the Company and a sale or other disposition of substantially all of the assets of the Company. Events that previously would have been included in the “Company Does Not Survive Merger” category will now be included in the “Company Change in Control I” category.



The Amended BPP provides that for grants of equity compensation awards on or after August 15, 2022:
In the event of a Company Change in Control I, if a replacement award is provided to continue, replace or assume the award, the award will continue in effect in accordance with its terms;
In the event of a Company Change in Control I, if a replacement award is not provided to continue, replace or assume the award, the award will fully vest and become exercisable, with performance-based awards vesting at the greater of (1) the target level and (2) the projected actual level of performance for the full performance period as of the date of the Company Change in Control I, as reasonably determined by the Compensation and Talent Development Committee of the Company’s Board of Directors (the “Compensation Committee”); and
In the event of a Subsidiary Change in Control, unless the employment of a participant employed by the subsidiary undergoing the Subsidiary Change in Control is transferred to the Company or a remaining subsidiary of the Company, the participant’s outstanding awards will fully vest and become exercisable, with performance-based awards vesting at the target level.
Changes to the Severance Plan
The Amended Severance Plan updates the (1) benefits payable to participants upon a qualifying termination of employment within two years after a change in control and (2) definitions for change-in-control events, as follows: The Severance Plan provides that the benefits payable to participants upon a qualifying termination of employment within two years after a change in control include a cash severance benefit equal to two times (or three times for the Chief Executive Officer of the Company) the sum of the participant’s annual base salary plus the participant’s target short-term cash incentive award (“Annual Incentive Award”), and a pro-rated payout of the participant’s target Annual Incentive Award for the year of
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termination. The Amended Severance Plan provides that the Annual Incentive Award amount used in both the cash severance calculation and the pro-rated Annual Incentive Award calculation will be the greater of the participant’s target Annual Incentive Award and the average of the participant’s actual Annual Incentive Award payouts for the three fiscal years preceding the year of the qualifying termination.
The Amended Severance Plan updates the definition of change in control to be consistent with the definitions of “Company Change in Control I” and “Subsidiary Change in Control” under the Amended BPP.
The Amended Severance Plan provides that, upon a qualifying termination of employment within two years after a change in control, Performance Share Units will vest at the greater of (1) the target level and (2) the projected actual level of performance for the full performance period as of the date of the change of control, as reasonably determined by the Compensation Committee.
Item 9.01.Financial Statements and Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:   August 17, 2022THE SOUTHERN COMPANY
By/s/Melissa K. Caen
Melissa K. Caen
Assistant Secretary
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Exhibit 10.1










AMENDED AND RESTATED
SOUTHERN COMPANY
CHANGE IN CONTROL
BENEFITS PROTECTION PLAN






AMENDED AND RESTATED
SOUTHERN COMPANY
CHANGE IN CONTROL
BENEFITS PROTECTION PLAN
AMENDED AND RESTATED
ARTICLE I - PURPOSE AND ADOPTION OF PLAN

1.1    Adoption of Plan. Southern Company Services, Inc. hereby amends and restates the Southern Company Change in Control Benefits Protection Plan effective this 15th day of August, 2022 (the “Effective Date”). The Plan was originally effective July 10, 2000 as the Southern Company Change in Control Benefit Plan Determination Policy. The Plan was amended and restated effective May 9, 2002. The Plan was again amended and restated and renamed to be the Southern Company Change in Control Benefits Protection Plan effective February 28, 2007, and further amended and restated effective December 31, 2008 in order to reflect certain changes made necessary by the enactment of Section 409A of the Code.
1.2    Purpose. The Plan defines the events that constitute a Funding Change in Control, a Southern Change in Control, a Preliminary Change in Control and a Subsidiary Change in Control, as the case may be, and sets forth certain benefits that are to be provided to participating employees upon or in connection with such events.
ARTICLE II - DEFINITIONS
2.1    “Actuary” shall mean a nationally recognized accounting firm selected in good faith by the Administrator from time to time.
2.2    “Administrator” shall mean the Committee or any other committee consisting of members of the Southern Board and/or officers of Southern Company as may be designated by the Committee from time to time.
2.3    “Average Actual Payout Percentage” shall mean the average of the PPP payout percentages, as determined by the Committee (but excluding any individual performance adjustments), for the applicable Participating Subsidiary or business unit of the Participating Subsidiary, as applicable under the PPP, in the three fiscal years ending immediately prior to the fiscal year in which occurs the Southern Change in Control, Plan Termination or Subsidiary Change in Control, as applicable; provided, however, that in the event the applicable Participating Subsidiary was not a participant in the PPP for any one or more of such three fiscal years involved in such calculation of Average Actual Payout Percentage, such fiscal year or years, as applicable, will not be included in such Average Actual Payout Percentage calculation; and provided, further, that in the event the applicable Employee or Subsidiary Employee transferred employment among Participating Subsidiaries during such three fiscal years involved in such calculation of the Average Actual Payout Percentage, the calculation for such Employee or Subsidiary Employee shall be based on the three-year performance of the company that is his Participating Subsidiary immediately prior to the Southern Change in Control, Plan Termination or Subsidiary Change in Control, as applicable.




2.4    “Beneficial Ownership” shall mean beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act.
2.5    “Board of Directors” shall mean the board of directors of the Company.
2.6    “Business Combination” shall mean a reorganization, merger or consolidation of Southern Company with another corporation or an entity treated as a corporation for United States federal income tax purposes.
2.7    “Change in Control” shall mean a Southern Change in Control or a Subsidiary Change in Control, as applicable.
2.8    “Code” shall mean the United States Internal Revenue Code of 1986, as amended.
2.9    “Committee” shall mean the Compensation and Talent Development Committee of the Southern Board, or any successor thereto.
2.10    “Company” shall mean Southern Company Services, Inc., its successors and assigns.
2.11    “Consummation” shall mean the completion of the final act necessary to complete a transaction as a matter of law, including, but not limited to, any required approvals by the corporation’s shareholders and board of directors, the transfer of legal and beneficial title to securities or assets and the final approval of the transaction by any applicable domestic or foreign governments or agencies.
2.12    “Control” shall mean, in the case of a corporation, directly or indirectly, Beneficial Ownership of more than 50% of the combined voting power of the corporation’s Voting Securities, or in the case of any other entity, directly or indirectly, Beneficial Ownership of more than 50% of such entity’s voting equity interests.
2.13    “DCP” shall have the meaning set forth in Section 6.1 hereof.
2.14    “Employee” shall mean an employee of Southern Company or a Subsidiary of Southern Company.
2.15    “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
2.16    “Funding Change in Control” shall mean any of the following:
(a)    The Consummation of an acquisition by any Person of Beneficial Ownership (during the 12-month period ending on the date of the most recent acquisition by such Person) of 35% or more of Southern Company’s Voting Securities; provided, however, that for purposes of this Section 2.16(a), the following acquisitions of Southern Company’s Voting Securities shall not constitute a Funding Change in Control:
(i)    any acquisition directly from Southern Company;

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(ii)    any acquisition by Southern Company;
(iii)    any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Southern Company or any corporation controlled by Southern Company;
(iv)    any acquisition by a qualified pension plan or publicly held mutual fund;
(v)    any acquisition by an employee of Southern Company or its subsidiary or affiliate, or Group composed exclusively of such employees; or
(vi)    any Business Combination which would not otherwise constitute a Funding Change in Control because of the application of clauses (i), (ii) and (iii) of Section 2.16(c);
(b)    The date a majority of members of the Southern Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Southern Board before the date of the appointment or election;
(c)    The Consummation of a Business Combination, unless, following such Business Combination, all of the following three conditions are met:
(i)    all or substantially all of the individuals and entities who held Beneficial Ownership, respectively, of Southern Company’s Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, 50% or more of the combined voting power of the Voting Securities of the corporation surviving or resulting from such Business Combination, (including, without limitation, a corporation which as a result of such transaction holds Beneficial Ownership of all or substantially all of Southern Company’s Voting Securities or all or substantially all of Southern Company’s assets) (such surviving or resulting corporation to be referred to as “Surviving Company”), in substantially the same proportions as their ownership, immediately prior to such Business Combination, of Southern Company’s Voting Securities;
(ii)    no Person (excluding any corporation resulting from such Business Combination, any qualified pension plan, publicly held mutual fund, Group composed exclusively of employees or employee benefit plan (or related trust) of Southern Company, its subsidiaries or Surviving Company) holds Beneficial Ownership, directly or indirectly, of 35% or more of the combined voting power of the then outstanding Voting Securities of Surviving Company except to the extent that such ownership existed prior to the Business Combination; and
(iii)    the majority of the members of the board of directors of Surviving Company during the 12-month period following the Business Combination were members of the Southern Board at the earlier of the date of execution of the initial agreement, or of the action of the Southern Board, providing for such Business
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Combination, or such members of the board of directors of the Surviving Company are directors whose appointment or election was endorsed by a majority of the members of such Southern Board;
(d)    The Consummation of an acquisition by any Person of Beneficial Ownership (during the 12-month period ending on the date of the most recent acquisition by such Person) of 50% or more of the combined voting power of the then outstanding Voting Securities of a Participating Subsidiary; provided, however, that for purposes of this Section 2.16(d), any acquisition by an employee of Southern Company or its subsidiary or affiliate, or Group composed entirely of such employees, any qualified pension plan, publicly held mutual fund or any employee benefit plan (or related trust) sponsored or maintained by Southern Company or any corporation Controlled by Southern Company shall not constitute a Funding Change in Control;
(e)    The Consummation of a reorganization, merger or consolidation of a Participating Subsidiary with another corporation or an entity treated as a corporation for United States federal income tax purposes (a “Participating Subsidiary Business Combination”), in each case, unless following such Participating Subsidiary Business Combination, Southern Company Controls the corporation surviving or resulting from such Participating Subsidiary Business Combination; or
(f)    The Consummation of the sale or other disposition of all or substantially all of the assets of a Participating Subsidiary to an entity that Southern Company does not Control; provided, however, that for purposes of this Section 2.16(f) the following sales or dispositions otherwise described herein shall not constitute a Funding Change in Control:
(i)    the sale or other disposition of all or substantially all of the assets of a Participating Subsidiary to Southern Company or to a shareholder of Southern Company in exchange for or with respect to such shareholder’s stock of Southern Company;
(ii)    the sale or other disposition of all or substantially all of the assets of a Participating Subsidiary to a Person that owns, directly or indirectly, 50% or more of the total value or voting power of the outstanding stock of Southern Company; or
(iii)    the sale or other disposition of all or substantially all of the assets of a Participating Subsidiary to an entity Controlled by shareholders of Southern Company that hold, directly or indirectly, 50% or more of the total value or voting power of all of the outstanding stock of Southern Company.
For purposes of this Section 2.16(f) “all or substantially all of the assets” means at least 80% of the gross value of the assets of the entity immediately before the sale or disposition.
2.17    “Group” shall have the meaning set forth in Section 14(d) of the Exchange Act.
2.18    “Incumbent Board” shall mean those individuals who constitute the Southern Board as of the Effective Date, plus any individual who shall become a director subsequent to such date
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whose election or nomination for election by Southern Company’s stockholders was approved by a vote of at least 75% of the directors then comprising the Incumbent Board. Notwithstanding the foregoing, no individual who shall become a director of the Southern Board subsequent to the Effective Date, whose initial assumption of office occurs as a result of an actual or threatened election contest (within the meaning of Rule 14a-11 of the regulations promulgated under the Exchange Act) with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Southern Board shall be a member of the Incumbent Board.
2.19    “Omnibus Plan” shall mean the Southern Company Omnibus Incentive Compensation Plan and The Southern Company 2021 Equity and Incentive Compensation Plan, in each case as amended from time to time, and any successor plan(s).
2.20    “Participant” shall mean (a) in the case of a Funding Change in Control involving Southern Company under Section 2.16 (a), (b) or (c) hereof or a Southern Change in Control, as applicable, an Employee who, as of the date of the Funding Change in Control or Southern Change in Control, as applicable has a non-forfeitable right to benefits under Article IV hereof, or (b) in the case of a Funding Change in Control involving a Participating Subsidiary under Section 2.16 (d), (e) or (f) hereof or a Subsidiary Change in Control, as applicable, a relevant Subsidiary Employee who, on the date of such Funding Change in Control or Subsidiary Change in Control, as applicable, has a non-forfeitable right to benefits under Article IV hereof.
2.21    “Participating Subsidiary” shall mean, unless otherwise determined by the Committee, (a) the Company, (b) each other wholly-owned direct Subsidiary of Southern Company from time to time, (c) any other corporation or other entity Controlled by Southern Company which the Committee has authorized to participate in the Plan and which has thereafter adopted the Plan, and (d) any successor of any entity described in Section 2.21 (a), (b) or (c) that is Controlled by Southern Company.
2.22    “Participating Subsidiary Business Combination” shall have the meaning set forth in Section 2.16(e) hereof.
2.23    “Performance Unit” shall have the meaning set forth in the Omnibus Plan.
2.24    “Person” shall mean any individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act.
2.25    “Plan” shall mean this Amended and Restated Southern Company Change in Control Benefits Protection Plan, as amended from time-to-time.
2.26    “Plan Termination” shall mean the termination of the PPP with respect to the applicable Employee by Southern Company or a Participating Subsidiary following a Southern Change in Control unless an equitable arrangement (embodied in an ongoing substitute or replacement plan, award or program) has been made with respect to the PPP in connection with the Southern Change in Control. For purposes of this Plan, an ongoing substitute or alternative plan, award or program shall be considered an “equitable arrangement” if a nationally recognized compensation consulting firm chosen by the Administrator opines in writing that the post-Southern Change in Control plan, award or program is an equitable substitute or replacement of the PPP.

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2.27    “PPP” shall have the meaning set forth in Section 3.3 hereof.
2.28    “Preliminary Change in Control” shall mean the occurrence of any of the following as administratively determined by the Administrator:
(a)    Southern Company or a Participating Subsidiary has entered into a written agreement, such as, but not limited to, a letter of intent, which, if Consummated, would result in a Change in Control;
(b)    Southern Company or a Participating Subsidiary publicly announces an intention to take or to consider taking actions which, if Consummated, would result in a Change in Control under circumstances where the Consummation of the announced action or intended action is legally and financially feasible (as reasonably determined by the Committee); or
(c)    A Person other than Southern Company or a Participating Subsidiary publicly announces an intention to take or to consider taking actions which, if Consummated, would result in a Change in Control under circumstances where the Consummation of the announced action or intended action is legally and financially feasible (as reasonably determined by the Committee);
provided, however, that if a Change in Control occurs without the prior occurrence of a Preliminary Change in Control, the date of such Change in Control shall be deemed to be the date of a Preliminary Change in Control for purposes of this Plan.
2.29    “Qualifying Termination” shall mean a termination of an Employee’s employment with Southern Company and its Subsidiaries (or their successors) as a result of (a) a termination by Southern Company and its Subsidiaries (or their successors) without Cause (as defined in the Southern Company Executive Change in Control Severance Plan from time to time) or (b) a termination by the Employee for Good Reason (as defined in the Southern Company Executive Change in Control Severance Plan from time to time).
2.30    “Replaced Award” shall mean a Stock-Based Award or Performance Unit award continued, replaced or assumed in the form of a Replacement Award.
2.31    “Replacement Award” shall mean an award (a) of the same or a substantially similar type as the Replaced Award, (b) that has a value at least equal to the value of the Replaced Award, (c) that relates to publicly traded equity securities of Southern Company or its successor in the Southern Change in Control or another entity that is affiliated with Southern Company or its successor following the Southern Change in Control, (d) if the Employee holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences of which to such Employee under the Code are not less favorable to such Employee than the tax consequences of the Replaced Award, and (e) the other terms and conditions of which are not less favorable to the Employee holding the Replaced Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent termination of employment or change in control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may
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take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this Section 2.31 are satisfied will be made by the Committee, as constituted immediately before the Southern Change in Control, in its sole discretion.
2.32    “SBP” shall have the meaning set forth in Section 4.1 hereof.
2.33    “Separation From Service” shall mean a Participant’s separation from service within the two-year period following a Funding Change in Control. For purposes of this Plan, as determined under Section 409A Code, a Participant will be treated as having separated from service if he dies or the Participant and the Participant’s employer reasonably anticipate that no further services will be performed by the Participant after a certain date or that the level of bona fide services performed by the Participant after such date would permanently decrease to no more than 20 percent of the average level of bona fide services performed by the Participant during the preceding 36 months, or, if fewer, during the term of the Participant’s employment.
2.34    “SERP” shall have the meaning set forth in Section 5.1 hereof.
2.35    “Severance Plan” shall mean either of the Southern Company Senior Executive Change in Control Severance Plan or the Southern Company Executive Change in Control Severance Plan, in each case as amended or amended and restated from time to time.
2.36    “Southern Board” shall mean the board of directors of Southern Company.
2.37    “Southern Change in Control” shall mean any of the following:
(a)    The Consummation of an acquisition by any Person of Beneficial Ownership of 20% or more of Southern Company’s Voting Securities; provided, however, that for purposes of this Section 2.37(a), the following acquisitions of Southern Company’s Voting Securities shall not constitute a Southern Change in Control:
(i)    any acquisition directly from Southern Company;
(ii)    any acquisition by Southern Company;
(iii)    any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Southern Company or any corporation Controlled by Southern Company;
(iv)    any acquisition by a qualified pension plan or publicly held mutual fund;
(v)    any acquisition by an employee of Southern Company or its subsidiary or affiliate, or Group composed exclusively of such employees; or
(vi)    any Business Combination which would not otherwise constitute a Southern Change in Control because of the application of clauses (i), (ii) and (iii) of Section 2.37(c);

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(b)    A change in the composition of the Southern Board whereby individuals who constitute the Incumbent Board cease for any reason to constitute at least a majority of the Southern Board; or
(c)    Consummation of a Business Combination or a sale or other disposition of all or substantially all of the assets of Southern Company, unless, in each case, following such transaction, all of the following three conditions are met:
(i)    all or substantially all of the individuals and entities who held Beneficial Ownership, respectively, of Southern Company’s Voting Securities immediately prior to such transaction hold Beneficial Ownership, directly or indirectly, 65% or more of the combined voting power of the Voting Securities of Surviving Company in substantially the same proportions as their Beneficial Ownership, immediately prior to such transaction, of Southern Company’s Voting Securities;
(ii)    no Person (excluding any corporation resulting from such transaction, any qualified pension plan, publicly held mutual fund, Group composed exclusively of employees or employee benefit plan (or related trust) of Southern Company, its subsidiaries or Surviving Company) holds Beneficial Ownership, directly or indirectly, of 20% or more of the combined voting power of the then outstanding Voting Securities of Surviving Company except to the extent that such Beneficial Ownership existed prior to the transaction; and
(iii)    at least a majority of the members of the board of directors of Surviving Company were members of the Incumbent Board at the earlier of the date of execution of the initial agreement, or of the action of the Southern Board, providing for such transaction; or
(d)    approval by the stockholders of Southern Company of a complete liquidation or dissolution of Southern Company.
2.38    “Southern Company” shall mean The Southern Company, its successors and assigns.
2.39    “Stock-Based Award” shall mean any stock-based award granted under the Omnibus Plan, including but not limited to stock options, stock appreciation rights, restricted stock, restricted stock units, and performance shares.
2.40    “Subsidiary” shall mean, with respect to any entity, a corporation, company or other entity that is Controlled by such entity.
2.41    “Subsidiary Change in Control” shall mean any of the following, to the extent that such event does not occur (x) as part of a transaction or series of transactions that constitute a Southern Change in Control, or (y) solely as a result of a capital transaction affecting Southern Company’s Voting Securities:

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(a)    The Consummation of an acquisition by any Person of Beneficial Ownership of 50% or more of the combined voting power of the then outstanding Voting Securities of a Participating Subsidiary; provided, however, that for purposes of this Section 2.41(a), any acquisition by an employee of Southern Company or its subsidiary or affiliate, or Group composed entirely of such employees, any qualified pension plan, publicly held mutual fund or any employee benefit plan (or related trust) sponsored or maintained by Southern Company or any corporation Controlled by Southern Company shall not constitute a Subsidiary Change in Control;
(b)    Consummation of a Participating Subsidiary Business Combination, unless, following such Participating Subsidiary Business Combination, Southern Company Controls the corporation surviving or resulting from such Participating Subsidiary Business Combination; or
(c)    Consummation of the sale or other disposition of all or substantially all of the assets of a Participating Subsidiary to an entity which Southern Company does not Control.
2.42    “Subsidiary Employee” shall mean an employee of a Participating Subsidiary that has undergone a Subsidiary Change in Control, or an employee of any Subsidiary of such Participating Subsidiary, in each case who does not become an employee of another Participating Subsidiary or a Subsidiary thereof immediately following such Subsidiary Change in Control. The Administrator may in its sole discretion deem one or more employees of any corporation or entity Controlled by Southern Company to be employed by a Participating Subsidiary or a Subsidiary thereof for purposes of being covered as a Subsidiary Employee under this Plan if such employee renders substantial services to such Participating Subsidiary or Subsidiary thereof on a contract or other reimbursement basis with his actual employer. Such action shall be in writing prior to the Subsidiary Change in Control impacting such Subsidiary Employee, shall identify the nature and extent of the services rendered for such Participating Subsidiary or Subsidiary thereof and shall cause such an employee to be a Subsidiary Employee entitled to benefits under this Plan only in the event of a Subsidiary Change in Control of his deemed Participating Subsidiary (or the Participating Subsidiary that is the parent of his deemed Subsidiary), not his actual employer (which may or may not be a Participating Subsidiary). In the event that any employee deemed to be employed by another Participating Subsidiary or Subsidiary thereof ceases to provide substantial services to such deemed Participating Subsidiary or Subsidiary thereof, the Administrator shall revoke the action taken pursuant to this Section 2.42 and the employee shall be considered an employee of his actual employer for purposes of this Plan.
2.43    “Surviving Company” shall have the meaning set forth in Section 2.16(c)(i) hereof.
2.44    “Trust” shall mean the trust or trusts established from time to time to hold assets of the Participating Subsidiaries under certain circumstances as a reserve for the discharge of the Participating Subsidiaries’ obligations under the SBP, the SERP, and the DCP.
2.45    “Trustee” shall have the meaning set forth in the Trust.

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2.46    “Voting Securities” shall mean the outstanding voting securities of a corporation entitling the holder thereof to vote generally in the election of such corporation’s directors.
ARTICLE III - OMNIBUS PLAN
CHANGE IN CONTROL PROVISIONS
3.1    Application. The provisions of this Article III apply to benefits payable under the Omnibus Plan notwithstanding any provision in the Omnibus Plan or any applicable award agreement or other award documentation to the contrary; provided, however, that to the extent any provision in the Omnibus Plan, any applicable award agreement or other award documentation, or any other individual agreement with an Employee provides for treatment that is more favorable to an Employee, then such provisions shall control with respect to such Employee.
3.2    Certain Omnibus Plan Awards. The provisions of this Section 3.2 apply to Stock-Based Awards and Performance Unit awards granted under the Omnibus Plan on or after August 15, 2022. Stock-Based Awards and Performance Unit awards granted under the Omnibus Plan prior to August 15, 2022 will be subject to the terms of the Southern Company Change in Control Benefits Protection Plan as in effect immediately prior to August 15, 2022. Except as otherwise set forth in this Section 3.2 or in the corresponding provisions of the Southern Company Change in Control Benefits Protection Plan as in effect immediately prior to August 15, 2022, as applicable, Stock-Based Awards and Performance Unit awards shall continue to be governed in accordance with their terms, including under the Omnibus Plan and the applicable award agreements or other award documentation.
(a)    Southern Change in Control. In the event of a Southern Change in Control, each Stock-Based Award and Performance Unit award (as applicable) held by an Employee that is outstanding and unvested as of the date of such Southern Change in Control will be subject to the following provisions of this Section 3.2(a):
(i)    To the extent that a Replacement Award is provided to the Employee to continue, replace or assume such outstanding and unvested Stock-Based Award or Performance Unit award, (A) such Replacement Award shall continue in effect in accordance with its terms and (B) if (x) an Employee holding a Replacement Award experiences a Qualifying Termination within two years after the Southern Change in Control and (y) such Employee is not eligible for benefits under a Severance Plan as of the date of such Qualifying Termination, then any Replacement Awards held by the Employee and outstanding as of the date of the Qualifying Termination shall fully vest and (to the extent applicable) become exercisable upon such Qualifying Termination; provided, however, that any such Replacement Award described in this clause (B) that is subject to the achievement of performance goals shall vest at the greater of (I) the “target” level and (II) the projected actual level of performance for the full performance period as of the time of the Qualifying Termination (as reasonably determined by the Committee); and provided, further, that any award of stock options or stock appreciation rights described in this clause (B) held by such Employee that is outstanding and vested as of the date of the Qualifying Termination shall remain exercisable until the
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earlier of (x) the date that is 90 days after the date of the Qualifying Termination and (y) the date on which such award would have expired had the Employee remained continuously employed with Southern Company or a Subsidiary of Southern Company.
(ii)    To the extent that a Replacement Award is not provided to the Employee to continue, replace or assume such outstanding and unvested Stock-Based Award or Performance Unit award, such award shall fully vest and (to the extent applicable) become exercisable immediately prior to (and contingent upon) the Southern Change in Control; provided, however, that any such award that is subject to the achievement of performance goals shall vest at the greater of (A) the “target” level and (B) the projected actual level of performance for the full performance period as of the time of the Southern Change in Control (as reasonably determined by the Committee, as constituted immediately prior to the Southern Change in Control, in its sole discretion).
(b)    Subsidiary Change in Control. In the event of a Subsidiary Change in Control, each Stock-Based Award and Performance Unit award (as applicable) held by a Subsidiary Employee that is outstanding and unvested as of the date of such Subsidiary Change in Control shall fully vest and (to the extent applicable) become exercisable immediately prior to (and contingent upon) the Subsidiary Change in Control; provided, that any such award that is subject to the achievement of performance goals shall vest at the “target” level; and provided, further, that any award of stock options or stock appreciation rights held by such Subsidiary Employee that is outstanding and vested as of the date of the Subsidiary Change in Control shall remain exercisable until the earlier of (x) the date that is 90 days after the date of the Subsidiary Change in Control and (y) the date on which such award would have expired had the Subsidiary Employee remained continuously employed with Southern Company or a Subsidiary of Southern Company.
3.3    PPP Awards. The provisions of this Section 3.3 apply to benefits payable under the Performance Pay Program under the Omnibus Plan (the “PPP”).
(a)    Southern Change in Control.
(i)    In the event of a Southern Change in Control, if there is no Plan Termination, payout of cash-based awards under the PPP to Employees for the performance period in which the Southern Change in Control shall have occurred shall be the greater of actual or target performance under the PPP.
(ii)    In the event of a Plan Termination within two (2) years following a Southern Change in Control, each Employee who is an Employee on the date of such Plan Termination shall be entitled to receive within thirty (30) days of the Plan Termination, cash in an amount equal to a pro-rated payout of his cash-based award under the PPP for the performance period in which the Plan Termination shall have occurred, based on the greater of (i) the payout based on target performance under the PPP, or (ii) the payout based on target performance under the PPP, multiplied by the Average Actual Payout Percentage, and in either case pro-rated by the
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number of months which have passed since the beginning of the performance period until the date of the Plan Termination.
(b)    Subsidiary Change in Control. In the event of a Subsidiary Change in Control, each Subsidiary Employee on the date of such Subsidiary Change in Control shall be entitled to receive, within thirty (30) days of the Subsidiary Change in Control, cash in an amount equal to a pro-rated payout of his cash-based award under the PPP for the performance period in which the Subsidiary Change in Control shall have occurred, based on the greater of (i) the payout based on target performance under the PPP or (ii) the payout based on target performance under the PPP multiplied by the Average Actual Payout Percentage, and in either case pro-rated by the number of months which have passed since the beginning of the performance period until the date of the Subsidiary Change in Control.
(c)    Pro-rata Calculation. For purposes of calculating any pro-rated cash-based awards under this Section 3.3, a month shall not be considered if the determining event occurs on or before the 14th day of the month, and a month shall be considered if the determining event occurs on or after the 15th day of the month.
3.4    Other Incentives. The provisions of this Section 3.4 shall apply to any Employee or Subsidiary Employee who, as of the date of the respective Change in Control, holds any cash-based award under any plan or program sponsored by the Participating Subsidiary (other than a Performance Unit award or an award under the PPP). If and to the extent an Employee or Subsidiary Employee is entitled to a cash-based award under the Omnibus Plan (other than a PPP or Performance Unit award) or any other plan or program sponsored by his Participating Subsidiary, in the event of a Southern Change in Control and/or a Subsidiary Change in Control, such award shall be subject to the provisions of this Plan, and, provided such Employee or Subsidiary Employee is not otherwise entitled to a payout under any change in control provision of such plan or program, such award shall be payable in a similar manner as set forth in Section 3.3 hereof with respect to the PPP (e.g., if pro-rated as in Section 3.3 (a)(ii) or (b), the award is paid based on the greater of (i) the payout based on target performance or (ii) the payout based on target performance multiplied by the Average Actual Payout Percentage (with the definition of such term deemed modified as appropriate to apply to such other cash-based award), and if the award is for a full performance period as in Section 3.3(a)(i), the award is paid at the greater of actual or target if administratively practicable, and if not, at target) as determined by the Committee on a good faith basis.
ARTICLE IV - SUPPLEMENTAL BENEFIT PLAN CHANGE IN CONTROL AND OTHER SPECIAL PROVISIONS
4.1    Application. Upon a Change in Control or a Funding Change in Control, as applicable, the provisions of this Article IV shall apply to the funding, calculation and payment of accrued benefits under The Southern Company Supplemental Benefit Plan (the “SBP”) notwithstanding any provision in the SBP to the contrary; provided, however, that to the extent any provisions in the SBP or any individual agreement with an Employee provide for treatment that is more favorable to an Employee, then such provisions shall control with respect to such Employee. The meaning of any capitalized terms used in this Article IV but not defined herein shall be as defined under the SBP.

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4.2    Funding of the Trust. No later than 30 days prior to the anticipated date of the Consummation of any Funding Change in Control described in Section 2.16 (a), (b) or (c) hereof or any Southern Change in Control, all Participating Subsidiaries shall contribute such amounts to the Trust as may be necessary to fully fund (as reasonably determined by the Committee) each Participating Subsidiary’s obligations to pay the aggregate Pension Benefits and Non-Pension Benefits to be accrued under the SBP as of the date of the Funding Change in Control or Southern Change in Control, as applicable, with the aggregate accrued Pension Benefit to be determined under Section 4.4 hereof, in accordance with the procedures set forth in Section 4.3 hereof; provided, that the anticipated date of the Consummation of such a Funding Change in Control or Southern Change in Control shall be determined by the Committee in its sole discretion. No later than the date of the Consummation of any Funding Change in Control involving a Participating Subsidiary as described in Section 2.16 (d), (e) or (f) hereof or any Subsidiary Change in Control, the Participating Subsidiary experiencing such Funding Change in Control or Subsidiary Change in Control shall contribute such amounts to the Trust as may be necessary to fully fund (as reasonably determined by the Committee) such Participating Subsidiary’s obligations to pay the aggregate Pension Benefits and Non-Pension Benefits to be accrued under the SBP as of the date of the Funding Change in Control or Subsidiary Change in Control, as applicable, with the aggregate accrued Pension Benefit to be determined under Section 4.4 hereof, in accordance with the procedures set forth in Section 4.3 hereof. All assets held in the Trust shall be subject to the terms of the Trust agreement. Except as otherwise provided in the Trust agreement, no Participant has any preferred claim on, or beneficial ownership interest in, any assets of the Trust before the assets are paid to the Participant and all rights created under the Trust, as under the SBP, are unsecured contractual claims of the Participant against his Participating Subsidiary.
4.3    Calculation of Trust Contribution. The contributions made pursuant to Section 4.2 shall be based upon the funding strategy adopted by the Administrator with the assistance of the Actuary in such amounts as shall be necessary to fulfill the Participating Subsidiaries’ obligations pursuant to this Article IV and the terms of the Trust agreement. In providing any advice or making any determinations pursuant to this Section 4.3, the Actuary shall employ reasonable actuarial assumptions. The dollar amount necessary to satisfy each Participating Subsidiary’s obligations under this Article IV shall be estimated and paid to the Trust at the applicable time set forth in Section 4.2 and shall be recalculated and trued up as determined by the Committee. In the event of a dispute between a Participant and a Participating Subsidiary over the Actuary’s determination of the dollar amount necessary to appropriately fund the Trust under the terms of this Article IV, the respective Participating Subsidiary(ies) and any complaining Participant(s) shall refer such dispute to the Actuary. Any such referral shall only occur once in total and the resolution of such dispute by the Actuary shall be final and binding upon both parties. The Participating Subsidiaries shall be responsible for all of the fees and expenses of the Actuary.
4.4    Pension Benefit Upon a Change in Control or Funding Change in Control. As of the date of a Funding Change in Control, Southern Change in Control or Subsidiary Change in Control, the accrued Pension Benefit of each Participant shall be calculated based on such Participant’s Earnings and Accredited Service on such date, regardless of whether such Participant is vested or retirement eligible on such date, and such accrued Pension Benefit shall become nonforfeitable. Any Participants’ Pension Benefits accrued under the SBP subsequent to the date of such Funding Change in Control, Southern Change in Control or Subsidiary Change in Control shall be calculated pursuant to the terms of the SBP, without regard to this Section 4.4.

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4.5    Pension Benefit Distribution Following a Funding Change in Control. Each Participant who has a Separation From Service within the two-year period following a Funding Change in Control shall be entitled to receive the amount of his accrued and nonforfeitable Pension Benefit based on such Participant’s Earnings and Accredited Service as of the date of such Separation From Service (subject to Section 4.4 hereof), adjusted to take into account appropriate early reduction factors, if any, based on the Participant’s commencement of benefits. Subject to the provisions of Article VIII hereof, such accrued and nonforfeitable Pension Benefit shall be paid as a “Single-Sum Amount” as such term is defined in the SBP as soon as practicable following such Participant’s Separation From Service. In the event such payment is not made because the Participant does not experience a Separation From Service within the two-year period following the date of the Funding Change in Control, the foregoing provisions of this Section 4.5 shall not apply and the Participant’s Pension Benefits shall be distributed pursuant to the terms of the SBP.
4.6    Non-Pension Benefit Distribution upon a Funding Change in Control.
(a)    With respect to compensation deferred after January 1, 2005 as Non-Pension Benefits, in the event of a Funding Change in Control, notwithstanding anything to the contrary in the SBP, the Non-Pension Benefit of a Participant shall be paid out in a lump sum as soon as practicable following such Participant’s Separation From Service within the two-year period following a Funding Change in Control, subject to the provisions of Article VIII hereof. In the event such payment is not made because the Participant does not experience a Separation From Service within the two-year period following the date of the Funding Change in Control, the foregoing provisions of this Section 4.6(a) shall not apply and the Participant’s Non-Pension Benefit shall be distributed pursuant to the terms of the SBP.
(b) With respect to Pre-2005 Non-Pension Benefits subject to the terms of the SBP Schedule, in the event of a Funding Change in Control the Non-Pension Benefit of a Participant shall be paid out in a single sum as soon as practicable following such Participant’s termination of employment or retirement if such Participant makes such an election pursuant to those procedures established by the Administrator in its sole and absolute discretion. If no such election is made, a Participant shall receive payment of his Non-Pension Benefit Account solely in accordance with Article V of the SBP.
ARTICLE V - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN CHANGE IN CONTROL AND OTHER SPECIAL PROVISIONS
5.1    Application. Upon a Change in Control or a Funding Change in Control, as applicable, the provisions of this Article V shall apply to the funding, calculation and payment of accrued benefits under The Southern Company Supplemental Executive Retirement Plan (the “SERP”) notwithstanding any provision in the SERP to the contrary; provided, however, that to the extent any provisions in the SERP or any individual agreement with an Employee provide for treatment that is more favorable to an Employee, then such provisions shall control with respect to such Employee. The meaning of any capitalized terms used in this Article V but not defined herein shall be as defined under the SERP; provided, however, that for purposes of this Article V, the term “Participant” shall have the meaning set forth in the SERP without regard to Section 2.20 hereof.

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5.2    Funding of the Trust. No later than 30 days prior to the anticipated date of the Consummation of any Funding Change in Control described in Section 2.16 (a), (b) or (c) hereof or any Southern Change in Control, all Participating Subsidiaries shall contribute such amounts to the Trust as may be necessary to fully fund (as reasonably determined by the Committee) each Participating Subsidiary’s obligations to pay the aggregate benefits to be accrued under the SERP as of the date of the Funding Change in Control or Southern Change in Control, as applicable, as determined under Section 5.4 hereof, in accordance with the procedures set forth in Section 5.3 hereof; provided, that the anticipated date of the Consummation of such a Funding Change in Control or Southern Change in Control shall be determined by the Committee in its sole discretion. No later than the date of the Consummation of any Funding Change in Control involving a Participating Subsidiary as described in Section 2.16 (d), (e) or (f) hereof or any Subsidiary Change in Control, the Participating Subsidiary experiencing such Funding Change in Control or Subsidiary Change in Control shall contribute such amounts to the Trust as may be necessary to fully fund (as reasonably determined by the Committee) such Participating Subsidiary’s obligations to pay the aggregate benefits to be accrued under the SERP as of the date of such Funding Change in Control or Subsidiary Change in Control, as applicable. All assets held in the Trust shall be subject to the terms of the Trust agreement. Except as otherwise provided in the Trust agreement, no Participant has any preferred claim on, or beneficial ownership interest in, any assets of the Trust before the assets are paid to the Participant and all rights created under the Trust, as under the SERP, are unsecured contractual claims of the Participant against his Participating Subsidiary.
5.3    Calculation of Trust Contribution. The contributions made pursuant to Section 5.2 shall be based upon the funding strategy adopted by the Administrator with the assistance of the Actuary in such amounts as shall be necessary to fulfill the Participating Subsidiaries’ obligations pursuant to this Article V and the terms of the Trust agreement. In providing any advice or making any determinations pursuant to this Section 5.3, the Actuary shall employ reasonable actuarial assumptions. The dollar amount necessary to satisfy each Participating Subsidiary’s obligations under this Article V shall be estimated and paid to the Trust at the applicable time set forth in Section 5.2 and shall be recalculated and trued up as determined by the Committee. In the event of a dispute between a Participant and a Participating Subsidiary over the Actuary’s determination of the dollar amount necessary to appropriately fund the Trust under this Article V, the respective Participating Subsidiary(ies) and any complaining Participant(s) shall refer such dispute to the Actuary. Any such referral shall only occur once in total and the resolution of such dispute by the Actuary shall be final and binding upon both parties. The Participating Subsidiaries shall be responsible for all of the fees and expenses of the Actuary.
5.4    SERP Benefit Upon a Change in Control or Funding Change in Control. As of the date of a Funding Change in Control, Southern Change in Control or Subsidiary Change in Control, the accrued SERP Benefit of each Participant shall be calculated based on such Participant’s Earnings and Accredited Service on such date, regardless of whether such Participant is vested or retirement eligible on such date, and such accrued SERP Benefit shall become nonforfeitable. Any Participants’ SERP Benefits accrued under the SERP subsequent to the date of such Funding Change in Control, Southern Change in Control or Subsidiary Change in Control shall be calculated pursuant to the terms of the SERP without regard to this Section 5.4.

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5.5    SERP Benefit Distribution Following a Funding Change in Control. Each Participant who has a Separation From Service within the two-year period following a Funding Change in Control shall be entitled to receive the amount of his accrued and nonforfeitable SERP Benefit based on such Participant’s Earnings and Accredited Service as of the date of such Separation From Service (subject to Section 5.4 hereof), adjusted to take into account appropriate early reduction factors, if any, based on the Participant’s commencement of benefits. Subject to the provisions of Article VIII hereof, such accrued and nonforfeitable SERP Benefit shall be paid as a “Single-Sum Amount” as such term is defined in the SERP as soon as practicable following such Participant’s Separation From Service. In the event such payment is not made because the Participant does not experience a Separation From Service within the two-year period following the date of the Funding Change in Control, the foregoing provisions of this Section 5.5 shall not apply and the Participant’s SERP Benefits shall be distributed pursuant to the terms of the SERP.
ARTICLE VI - DEFERRED COMPENSATION PLAN CHANGE IN CONTROL AND OTHER SPECIAL PROVISIONS
6.1    Application. Upon a Change in Control or a Funding Change in Control, as applicable, the provisions of this Article VI shall apply to the funding, calculation and payment of benefits under the Southern Company Deferred Compensation Plan (the “DCP”) notwithstanding any provision in the DCP to the contrary; provided, however, that to the extent any provisions in the DCP or any individual agreement with an Employee provide for treatment that is more favorable to an Employee, then such provisions shall control with respect to such Employee. The meaning of any capitalized terms used in this Article VI but not defined herein shall be as defined under the DCP. For purposes of this Article VI, the term “Participant” shall have the meaning set forth in Article II of the DCP without regard to Section 2.20 hereof.
6.2    Funding of the Trust. No later than 30 days prior to the anticipated date of the Consummation of any Funding Change in Control described in Section 2.16 (a), (b) or (c) hereof or any Southern Change Control, all Participating Subsidiaries shall contribute such amounts to the Trust as may be necessary to fully fund (as reasonably determined by the Committee) each Participating Subsidiary’s obligations to pay the aggregate benefits to be accrued under the DCP as of the date of the Funding Change in Control or Southern Change in Control, as applicable, in accordance with the procedures set forth in Section 6.3 hereof; provided, that the anticipated date of the Consummation of such a Funding Change in Control or Southern Change in Control shall be determined by the Committee in its discretion. No later than the date of the Consummation of any Funding Change in Control involving a Participating Subsidiary as described in Section 2.16 (d), (e) or (f) hereof or any Subsidiary Change in Control, the Participating Subsidiary experiencing such Funding Change in Control or Subsidiary Change in Control shall contribute such amounts to the Trust as may be necessary to fully fund (as reasonably determined by the Committee) such Participating Subsidiary’s obligations to pay the aggregate benefits to be accrued under the DCP as of the date of the Funding Change in Control or Subsidiary Change in Control, as applicable, in accordance with the procedures set forth in Section 6.3 hereof. All assets held in the Trust shall be subject to the terms of the Trust agreement. Except as otherwise provided in the Trust agreement, no Participant has any preferred claim on, or beneficial ownership interest in, any assets of the Trust before the assets are paid to the Participant and all rights created under the Trust, as under the DCP, are unsecured contractual claims of the Participant against his Participating Subsidiary.

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6.3    Calculation of Trust Contribution. The contributions made pursuant to Section 6.2 shall be based upon the funding strategy adopted by the Administrator with the assistance of the Actuary in such amounts as shall be necessary to fulfill the Participating Subsidiaries’ obligations pursuant to this Article VI and the terms of the Trust. In providing any advice or making any determinations pursuant to this Section 6.3, the Actuary shall employ reasonable actuarial assumptions. The dollar amount necessary to satisfy each Participating Subsidiary’s obligations under this Article VI shall be estimated and paid to the Trust at the time set forth in Section 6.2 and shall be recalculated and trued up as determined by the Committee. In the event of a dispute between a Participant and a Participating Subsidiary over the Actuary’s determination of the dollar amount necessary to appropriately fund the Trust under this Article VI, the respective Participating Subsidiary(ies) and any complaining Participant(s) shall refer such dispute to the Actuary. Any such referral shall only occur once in total and the resolution of such dispute by the Actuary shall be final and binding upon both parties. The Participating Subsidiaries shall be responsible for all of the fees and expenses of the Actuary.
6.4    Payment of DCP Account.
(a)    With respect to compensation deferred on and after January 1, 2005, in the event of a Funding Change in Control, notwithstanding anything to the contrary in the DCP, a Participant’s Account under the DCP shall be paid out in a lump sum as soon as practicable following such Participant’s Separation From Service within the two-year period following the Funding Change in Control, subject to the provisions of Article VIII hereof.
(b)    With respect to compensation deferred prior to January 1, 2005, in the event of a Funding Change in Control, notwithstanding anything to the contrary in the DCP, a Participant’s Account under the DCP shall be paid out in a lump sum as soon as practicable following such Participant’s termination of employment or retirement if such Participant makes such an election pursuant to those procedures established by the Administrator in its sole and absolute discretion. If no such election is made, a Participant shall receive payment of his DCP Account solely in accordance with Article VII of the DCP.
ARTICLE VII - ADMINISTRATION
7.1    Administrator. The Administrator shall be responsible for the general administration of the Plan, except where authority has been specifically given to the Board of Directors or the Committee herein. The Committee may from time to time delegate all or any part of its authority under this Plan to a subcommittee thereof. Further, to the extent permitted by law, the Committee may delegate to one or more of its members, to one or more officers of Southern Company, or to one or more agents or advisors, such administrative duties or powers as it may deem advisable, and the Committee, the subcommittee, or any person to whom duties or powers have been delegated as aforesaid, may employ one or more persons to render advice with respect to any responsibility the Committee, the subcommittee or such person may have under this Plan. To the extent of any such delegation, references in this Plan to the Committee will be deemed to be references to such subcommittee or such other person.

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7.2    Duties of the Administrator.
(a)    The Administrator shall be responsible for the daily administration of the Plan and may appoint other persons or entities to perform or assist in the performance of any of its fiduciary duties, subject to its review and approval. The Administrator shall have the right to remove any such appointee from his position without cause upon notice. Any person, group of persons, or entity may serve in more than one fiduciary capacity.
(b)    The Administrator shall maintain permanent records and accounts of Participants and of their rights under the Plan and of all receipts, disbursements, transfers, and other transactions concerning the Plan. Such accounts, books, and records relating thereto shall be open at all reasonable times to inspection and audit by the Company and any persons designated thereby.
(c)    The Administrator shall take all steps necessary to ensure that the Plan complies with the law at all times, including the preparation and filing of all documents and forms required by any governmental agency; maintenance of adequate Participant records; recording and transmission of all notices required to be given to Participants and their beneficiaries; receipt and dissemination, if required, of all reports and information received from the Participating Subsidiaries; securing of such fidelity bonds as may be required by law; and doing such other acts necessary for the proper administration of the Plan. The Administrator shall keep a record of all of its proceedings and acts, and shall keep all such books of accounts, records, and other data as may be necessary for proper administration of the Plan. The Administrator shall notify the Participating Subsidiaries upon their request of any action taken by it, and when required, shall notify any other interested person or persons.
7.3    Powers. The Committee or other Administrator, as applicable, shall administer the Plan in accordance with its terms and shall have all powers necessary to carry out the provisions of the Plan as more particularly set forth herein. The Committee shall have the discretionary authority to interpret the Plan (including any ambiguities herein) and to determine all questions arising in the administration, interpretation, and application of the Plan. The Committee or other Administrator, as applicable, shall adopt such procedures and regulations necessary or desirable for the discharge of its duties hereunder and may appoint such accountants, counsel, actuaries, specialists, and other agents as it deems necessary or desirable in connection with the administration of this Plan. The Administrator shall be the legal appointed agent for the service of process.
7.4    Compensation of the Committee. Neither the Committee nor any other Administrator nor their delegates pursuant to Section 7.1 hereof shall receive any compensation from the Plan for their services.
7.5    Payment of Expenses. The Committee or other Administrator, as applicable, shall be reimbursed by the Participating Subsidiaries for its reasonable expenses incurred in the discharge of its duties. Such expenses shall include any expenses incident to its duties, including, but not limited to, fees of accountants, counsel, actuaries, and other specialists, and other costs of administering the Plan.

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7.6    Indemnification. Each Participating Subsidiary shall indemnify the Committee and any other Administrator against any and all claims, losses, damages, expenses, and liability arising from their actions or omissions, except when the same is finally adjudicated to be the result of gross negligence or willful misconduct. The Participating Subsidiaries may purchase at their own expense sufficient liability insurance for the Committee or other Administrator to cover any and all claims, losses, damages, and expenses arising from any action or omission in connection with the execution of the duties of the Committee or such other Administrator.
ARTICLE VIII – TAX MATTERS
8.1    Withholding. The payments and benefits provided under this Plan will be subject to all applicable federal, state and other governmental withholdings.
8.2    Section 409A. To the extent applicable, it is intended that this Plan and any benefits hereunder comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to Employees. This Plan and any payments or benefits provided hereunder will be administered in a manner consistent with this intent. Any reference in this Plan to Section 409A of the Code will also include any regulations or any other formal guidance promulgated with respect to such section by the U.S. Department of the Treasury or the Internal Revenue Service. Notwithstanding anything in this Plan to the contrary, to the extent that any distribution under this Plan upon separation from service would otherwise be subject to tax under Section 409A of the Code absent the six-month delay in the distribution required by Section 409A(a)(2)(B)(i) of the Code as a result of the recipient’s status as a “specified employee” as defined therein, such distribution, to the extent necessary, shall be made on the first day of the seventh month after the date of the recipient’s “separation from service” within the meaning of Section 409A of the Code or (if earlier) on the date of the recipient’s death. Any and all subsequent distributions, if any, shall be made in accordance with the established payment schedule under the Plan. Solely with respect to any compensation that constitutes nonqualified deferred compensation subject to Section 409A of the Code and that is payable on account of a Funding Change in Control, a Funding Change in Control shall occur only if such event also constitutes a “change in the ownership,” “change in effective control,” and/or a “change in the ownership of a substantial portion of assets” of the relevant company as those terms are defined under Treasury Regulation §1.409A-3(i)(5), but only to the extent necessary to establish a time and form of payment that complies with Section 409A of the Code, without altering the definition of Funding Change in Control for any other purpose in respect of such compensation. Notwithstanding any provision of this Plan and benefits hereunder to the contrary, in light of the uncertainty with respect to the proper application of Section 409A of the Code, the Company reserves the right to make amendments to this Plan and benefits hereunder as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A of the Code. In any case, an Employee will be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on an Employee or for an Employee’s account in connection with this Plan and benefits hereunder (including any taxes and penalties under Section 409A of the Code), and neither Southern Company nor any of its affiliates will have any obligation to indemnify or otherwise hold an Employee harmless from any or all of such taxes or penalties.
8.3    Timing of Benefit Payments. In the case of a Separation From Service occurring in December of any given year, any “single sum amount” or “lump sum” payments under Articles
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IV, V and VI will be made no earlier than January 1 and no later than March 15 of the following year. The foregoing time of payment requirement is intended to satisfy the requirements under Section 409A of the Code.
8.4    Special Payment Timing Rule. Notwithstanding anything in this Plan to the contrary, if (a) an Employee commenced or commences participation in this Plan after July 10, 2000, or otherwise experiences a gap in participation in this Plan, and (b) the time and form of any payments to such Employee provided for under this Plan with respect to the SBP, the SERP or the DCP would result in tax penalties under Section 409A of the Code, then, to the extent necessary to avoid tax penalties under Section 409A of the Code, any amounts owed pursuant to this Plan with respect to the SBP, the SERP or the DCP (as applicable) shall instead be paid (to the extent possible) at the time and in the manner provided for in the SBP, the SERP or the DCP, respectively. To the extent an Employee has an amount deferred under the SBP, the SERP or the DCP that relates to compensation for services performed prior to calendar year 2023 and in the absence of the amendment and restatement of the Plan as of the Effective Date such amount would be paid at the time and in the manner provided for in the SBP, the SERP or the DCP, respectively, then to the extent necessary to avoid tax penalties under Section 409A of the Code such amount shall continue to be paid at the time and in the manner provided for in the SBP, the SERP or the DCP, respectively. Notwithstanding the foregoing, the Committee, in its discretion, may provide for the acceleration of the time and form of such payments to the extent permitted under Treasury Regulation Section 1.409A-3(j)(4)(ix).
ARTICLE IX - MISCELLANEOUS
9.1    Amendment and Termination. Except as otherwise provided herein, the Plan may be amended or terminated at any time by the Board of Directors, provided, however, that no such amendment or termination of the Plan shall be effective if such amendment or termination is made or is effective within a period that is (a) (i) at any time after a Preliminary Change in Control or (ii) solely with respect to a Preliminary Change in Control described in Section 2.28(a) or 2.28(b), within six (6) months before such Preliminary Change in Control, and (b) prior to the earlier of (x) such time as the Administrator shall have determined that the event that gave rise to such Preliminary Change in Control shall not be Consummated or (y) two years following the respective Change in Control, unless such amendment or termination during such period has the effect of increasing benefits to Participants under the Plan, is determined by the Board of Directors to be immaterial, or applies solely to individuals who, in the case of a Subsidiary Change in Control, were not employees of the Participating Subsidiary undergoing the Subsidiary Change in Control (or a Subsidiary of such Participating Subsidiary) on the date of the respective Preliminary Change in Control, or, in the case of a Southern Change in Control, are not Employees on the date of the respective Southern Change in Control. Following a Change in Control, nothing in this Section 9.1 shall prevent the Board of Directors from amending or terminating the Plan as to any subsequent Change in Control provided that no such amendment or termination shall impair any rights or reduce any benefits previously accrued under the Plan as a result of a previous Change in Control. Notwithstanding anything to the contrary provided herein, it is the Company’s general intent not to amend Sections 4.6(b) or 6.4(b) of the Plan in any manner that would constitute, or could be interpreted to be, a “material modification” of any right or feature of this Plan as such term is defined under Section 409A of the Code, and any such Plan amendment shall be disregarded to the extent such amendment would otherwise do so unless such amendment is made
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pursuant to an express resolution of the Board of Directors stating that the change is meant to be treated as a material modification pursuant to Code Section 409A.
9.2    Additional Rights. Nothing in the Plan shall interfere with or limit in any way the right of the Participating Subsidiaries to terminate any Employee’s employment at any time, or confer upon any Employee any right to continue in the employ of the Participating Subsidiaries or any Subsidiaries thereof.
9.3    Interpretation. All personal pronouns used in this Plan, whether used in the masculine, feminine or neuter gender, shall include all other genders, and the singular shall include the plural and vice versa.
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IN WITNESS WHEREOF, this Amended and Restated Southern Company Change in Control Benefits Protection Plan has been executed by duly authorized officers of Southern Company Services, Inc. pursuant to resolutions of the Board of Directors of Southern Company Services, Inc. as of the date first above written.
SOUTHERN COMPANY SERVICES, INC.
By:/s/James M. Garvie
Its:SVP HR, Total Rewards & HRIS




Exhibit 10.2








SOUTHERN COMPANY
SENIOR EXECUTIVE CHANGE IN CONTROL
SEVERANCE PLAN
AMENDED AND RESTATED




SOUTHERN COMPANY
SENIOR EXECUTIVE CHANGE IN CONTROL
SEVERANCE PLAN
AMENDED AND RESTATED
ARTICLE I - PURPOSE AND ADOPTION OF PLAN
1.1    Adoption of Plan. Southern Company Services, Inc. hereby adopts this Amended and Restated Southern Company Senior Executive Change in Control Severance Plan effective as of the date of execution. The Plan was originally effective May 1, 2003, amended effective January 1, 2007, amended and restated effective December 31, 2008, and further amended effective October 19, 2009 and February 22, 2011. The Plan is an unfunded “top hat” plan designed to provide certain severance benefits to a select group of management or highly compensated employees, to be paid solely from the general assets of the respective Employing Companies.
1.2    Purpose. The Plan is primarily designed to provide benefits to certain key executive employees of the Employing Companies, whose employment is terminated subsequent to a change in control of Southern or their respective Employing Company.
ARTICLE II - DEFINITIONS
2.1    “280G Regulations” shall have the meaning set forth in Section 3.8 hereof.
2.2    “Acquiring Company” shall have the meaning set forth in Section 2.27 hereof.
2.3    “Administrator” shall mean the Compensation Committee or any other committee consisting of members of the Southern Board and/or officers of Southern as may be designated by the Compensation Committee from time to time.
2.4    “Annual Compensation” shall mean the sum of a Participant’s Base Salary plus the Participant’s Severance Bonus Amount.
2.5    “Average Actual Payout Percentage” shall mean the average of the Short Term Bonus Plan payout percentages, as determined by the Compensation Committee (but excluding any individual performance adjustments), for the Participant’s applicable Employing Company or business unit of the Employing Company, as applicable under the Short Term Bonus Plan, in the three fiscal years ending immediately prior to the fiscal year in which occurs the Separation Date; provided, however, that in the event the applicable Employing Company was not a participant in such Short Term Bonus Plan for any one or more of such three fiscal years involved in such calculation of Average Actual Payout Percentage, such fiscal year or years, as applicable, will not be included in such Average Actual Payout Percentage calculation; and provided, further, that in the event the applicable Participant transferred employment among Employing Companies during such three fiscal years involved in such calculation of the Average Actual Payout Percentage, the calculation for such Participant or Employing Company shall be based on the three-year performance of the company that is his Employing Company immediately prior to the Separation Date.
2.6    “Base Salary” shall mean a Participant’s highest annual base salary rate during the twelve (12) month period immediately preceding the date the Change in Control is Consummated.
2.7    “Beneficial Ownership” shall mean beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act.
2.8    “Benefit Index” shall mean the Aon plc Benefit Index®, or if such index is no longer available, cannot be used, or if pursuant to Section 2.9 hereof another Benefits Consultant has been chosen by the Compensation Committee, such other comparable index utilized by the Benefits Consultant.
2.9    “Benefits Consultant” shall mean Aon plc or such other nationally recognized employee benefits consulting firm as shall be designated in writing by the Compensation Committee upon the occurrence of a Preliminary Change in Control that would result in a Subsidiary Change in Control.




2.10    “Board of Directors” shall mean the board of directors of the Company.
2.11    “BPP” shall have the meaning set forth in Section 3.2(h) hereof.
2.12    “Business Combination” shall mean a reorganization, merger or consolidation of Southern with another corporation or an entity treated as a corporation for United States federal income tax purposes.
2.13    “Change in Control” shall mean,
(a)    with respect to Southern, the occurrence of any of the following:
(i)    The Consummation of an acquisition by any Person of Beneficial Ownership of 20% or more of Southern’s Voting Securities; provided, however, that for purposes of this Section 2.13(a)(i), the following acquisitions of Southern’s Voting Securities shall not constitute a Change in Control:
(A)    any acquisition directly from Southern;
(B)    any acquisition by Southern;
(C)    any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Southern or any corporation Controlled by Southern;
(D)    any acquisition by a qualified pension plan or publicly held mutual fund;
(E)    any acquisition by an employee of Southern or its subsidiary or affiliate, or Group composed exclusively of such employees; or
(F)    any Business Combination which would not otherwise constitute a Change in Control because of the application of clauses (A), (B) and (C) of Section 2.13(a)(iii);
(ii)    A change in the composition of the Southern Board whereby individuals who constitute the Incumbent Board cease for any reason to constitute at least a majority of the Southern Board; or
(iii)    Consummation of a Business Combination or sale or other disposition of all or substantially all of the assets of Southern, unless, in each case, following such transaction, all of the following three conditions are met:
(A)    all or substantially all of the individuals and entities who held Beneficial Ownership, respectively, of Southern’s Voting Securities immediately prior to such transaction hold Beneficial Ownership, directly or indirectly, of 65% or more of the combined voting power of the Voting Securities of the corporation surviving or resulting from such transaction, (including, without limitation, a corporation which as a result of such transaction holds Beneficial Ownership of all or substantially all of Southern’s Voting Securities or all or substantially all of Southern’s assets) (such surviving or resulting corporation to be referred to as “Surviving Company”), in substantially the same proportions as their Beneficial Ownership, immediately prior to such transaction, of Southern’s Voting Securities;
(B)    no Person (excluding any corporation resulting from such transaction, any qualified pension plan, publicly held mutual fund, Group composed exclusively of Employees or employee benefit plan (or related trust) of Southern, any Southern Subsidiary or Surviving Company) holds Beneficial Ownership, directly or indirectly, of 20% or more of the combined voting power of the then outstanding Voting Securities of Surviving Company except to the extent that such Beneficial Ownership existed prior to the transaction; and

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(C)    at least a majority of the members of the board of directors of Surviving Company were members of the Incumbent Board on the date of the execution of the initial agreement, or of the action of the Southern Board, providing for such transaction; or
(iv)    Approval by the stockholders of Southern of a complete liquidation or dissolution of Southern.
(b)    with respect to an Employing Company other than Southern, the occurrence of any of the following, to the extent that such event does not occur (x) as part of a transaction or series of transactions that constitute a Change in Control of Southern as described in Section 2.13(a), or (y) solely as a result of a capital transaction affecting Southern’s Voting Securities (in each case, a “Subsidiary Change in Control”):
(i)    The Consummation of an acquisition by any Person of Beneficial Ownership of 50% or more of the combined voting power of the then outstanding Voting Securities of an Employing Company other than Southern; provided, however, that for purposes of this Section 2.13(b)(i), any acquisition by an employee of Southern or its subsidiary or affiliate, or Group composed entirely of such employees, any qualified pension plan, any publicly held mutual fund or any employee benefit plan (or related trust) sponsored or maintained by Southern or any corporation Controlled by Southern shall not constitute a Change in Control;
(ii)    The Consummation of a reorganization, merger or consolidation of an Employing Company other than Southern with another corporation or an entity treated as a corporation for United States federal income tax purposes (an “Employing Company Business Combination”), in each case, unless following such Employing Company Business Combination, Southern Controls the corporation surviving or resulting from such Employing Company Business Combination; or
(iii)    The Consummation of the sale or other disposition of all or substantially all of the assets of an Employing Company other than Southern to an entity which Southern does not Control.
2.14    “COBRA Coverage” shall mean any continuation coverage to which a Participant or his dependents may be entitled pursuant to Code Section 4980B.
2.15    “Code” shall mean the United States Internal Revenue Code of 1986, as amended.
2.16    “Company” shall mean Southern Company Services, Inc., its successors and assigns.
2.17    “Compensation Committee” shall mean the Compensation and Talent Development Committee of the Southern Board, or any successor thereto.
2.18    “Consummation” shall mean the completion of the final act necessary to complete a transaction as a matter of law, including, but not limited to, any required approvals by the corporation’s shareholders and board of directors, the transfer of legal and beneficial title to securities or assets and the final approval of the transaction by any applicable domestic or foreign governments or governmental agencies.
2.19    “Control” shall mean, in the case of a corporation, directly or indirectly, Beneficial Ownership of more than 50% of the combined voting power of the corporation’s Voting Securities, or in the case of any other entity, directly or indirectly, Beneficial Ownership of more than 50% of such entity’s voting equity interests.
2.20    “Effective Date” shall mean the date of execution hereof.
2.21    “Employee” shall mean those employees of Southern, the Company or any other Southern Subsidiary identified in either Section 2.21 (a) or (b), except as otherwise provided in Section 2.21(c) hereof.
(a)    Chief Executive Officer of Southern and the senior officers of Southern, the Company or any other Southern Subsidiary who report directly to the Chief Executive Officer of Southern.

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(b)    Any employee of Southern, the Company or any other Southern Subsidiary that the Compensation Committee has designated as eligible to participate in the Plan based upon the recommendation of the Chief Executive Officer of Southern.
(c)    Notwithstanding Section 2.21 (a) and (b) above, no employee shall participate in the Plan if either of the following circumstances apply: (1) the Compensation Committee has designated the employee as ineligible to participate in the Plan based upon the recommendation of the Chief Executive Officer of Southern; or (2) if, prior to a Change in Control, the employee has entered into a change in control agreement with his Employing Company.
(d)    The Compensation Committee may deem one or more Employees of Southern or a particular Southern Subsidiary to be employed by another Employing Company for purposes of this Plan. Such action shall be in writing and shall cause an Employee to be entitled to benefits under this Plan in the event of a Change in Control of his deemed Employing Company, not his Employing Company. Notwithstanding the above, no Employee shall participate in the Plan if, prior to a Change in Control, the Employee is entitled to, and elects to receive benefits under any other change in control severance plan, agreement or arrangement.
(e)    An Employee shall immediately cease to be an Employee who is eligible to participate in the Plan if he no longer holds one of the named positions set forth in Section 2.21(a) unless the Compensation Committee has designated (upon the recommendation of the Chief Executive Officer of Southern) the Employee is eligible to participate in the Plan under Section 2.21(b) hereof.
2.22    “Employee Outplacement Program” shall mean the program established by an Employing Company from time to time for the purpose of assisting Participants covered by the Plan in finding employment outside of the Employing Company which provides for the following services:
(a)    self-assessment, career decision and goal setting;
(b)    job market research and job sources;
(c)    networking and interviewing skills;
(d)    planning and implementation strategy;
(e)    resume writing, job hunting methods and salary negotiation; and
(f)    office support and job search resources.
2.23    “Employing Company” or “Employer” shall mean Southern, the Company, or any other Southern Subsidiary, which the Board of Directors may from time to time determine to bring under the Plan and which shall adopt the Plan, and any successor of any of them. The term “Employing Company” or “Employer” shall also mean any other corporation or entity Controlled by Southern which the Compensation Committee has determined to bring under the Plan and which shall adopt the Plan, and any successor of any of them. With respect to any Employee, such Employee’s “Employing Company” shall be the Employing Company that employs such Employee, except as otherwise provided herein.
2.24    “Employing Company Business Combination” shall have the meaning set forth in Section 2.13(b)(ii) hereof.
2.25    “Equity Based Bonus Plan” shall mean a plan or arrangement that provides for the grant to participants of stock options, restricted stock, stock appreciation rights, phantom stock, phantom stock appreciation rights or any other similar rights the terms of which provide a participant with the potential to receive the benefit of any increase in value of the underlying equity or notional amount (e.g., number of phantom shares) from the date of grant through a subsequent date.
2.26    “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

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2.27    “Good Reason” shall mean, without an Employee’s express written consent, after written notice to his Employing Company within ninety (90) days of the initial occurrence of the condition giving rise to Good Reason as provided herein, and after a thirty (30) day opportunity for the Employee’s Employing Company to cure, the continuing occurrence of any of the events described in Section 2.27 (a), (b), (c), (d) or (e), subject to Section 2.27(f). This definition of “Good Reason” is intended to constitute an involuntary separation from service as contemplated by Treasury Regulation section 1.409A-1(n)(2).
(a)    Inconsistent Duties. A material and detrimental diminution in the Employee’s job title, duties and status as compared to those in effect immediately prior to the Change in Control.
(b)    Reduced Compensation. A reduction of more than five percent (5%) to the aggregate amount of the following, as in effect on the day immediately preceding the day the Change in Control is Consummated: (i) the Employee’s Base Salary; (ii) the Employee’s Target Bonus under his Short Term Bonus Plan; (iii) the Employee’s Target Bonus under his Long Term Bonus Plan; and (iv) the Employee’s Target Bonus under his Equity Based Bonus Plan.
(c)    Relocation. A change in the Employee’s work location to a location more than fifty (50) miles from the Employee’s work location on the day immediately preceding the day the Change in Control is Consummated; provided, however, that the acceptance, if any, by an Employee of employment at a work location which is outside the fifty mile radius set forth in this Section 2.27(c) shall not be a waiver of the Employee’s right to refuse subsequent transfer by an Employer to a location which is more than fifty (50) miles from the Employee’s principal place of residence on the day immediately preceding the day the Change in Control is Consummated, and such subsequent nonconsensual transfer shall be “Good Reason” under this Agreement, subject to the notice and cure provisions set forth in this Section 2.27.
(d)    Retirement and Welfare Benefits. The taking of any action or the failure to take any action by the Employing Company that would directly or indirectly cause a Material Reduction in the Retirement and Welfare Benefits to which an Employee is entitled, as compared to the Employee’s Retirement and Welfare Benefits to which the Employee was entitled on the day immediately preceding the day the Change in Control is Consummated.
(e)    Continuation of Severance Plan. Any successor to the Employing Company fails or refuses to assume or replace with a materially equivalent substitute the Employer’s obligations under this Plan.
(f)    Subsidiary Change in Control. In the case of an Employee claiming benefits under this Plan upon a Subsidiary Change in Control, the notice and opportunity to cure described in this Section 2.27 will be deemed satisfied if (x) the Employee provides to the Compensation Committee a copy of his written offer of employment by the acquiring company (the “Acquiring Company”) within thirty (30) days of such offer along with a written explanation describing how the terms of such offer satisfy the requirements of Section 2.27 (a), (b), (c), (d) or (e), (y) the Compensation Committee determines that such written offer of employment satisfies the requirements of Sections 2.27 (a), (b), (c), (d) or (e) hereof upon consultation with the Benefits Consultant, and (z) the Acquiring Company does not provide an offer of employment to the Employee that cures the elements of the employment offer that satisfy the requirements of Sections 2.27 (a), (b), (c), (d) or (e) hereof within thirty (30) days following the Compensation Committee’s determination; provided, that for purposes of Section 2.27 (a), (b), (c) and (d), the terms of the offer shall be compared to the terms of the Employee’s employment on the day the offer of employment is received from the Acquiring Company. The Compensation Committee shall notify the Participant of its decision in accordance with the immediately preceding sentence within thirty (30) days of the Compensation Committee’s receipt of the Participant’s written offer of employment. An Employee’s acceptance of an offer of employment with the Acquiring Company shall operate as a waiver such Employee’s “Good Reason” rights with respect to the terms of such offer, but not with respect to subsequent changes to the terms and conditions of the Employee’s employment with the Acquiring Company.
2.28    “Group” shall have the meaning set forth in Section 14(d) of the Exchange Act.
2.29    “Group Health Plan” shall mean the Southern Company Services, Inc. Healthcare Plan for Retirees, or any successor plan, as such plan may be amended from time to time.

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2.30    “Group Life Insurance Plan” shall mean the Retiree Group Life Insurance Plan for Southern Company Services, Inc., or any successor plan, as such plan may be amended from time to time.
2.31    “Incumbent Board” shall mean those individuals who constitute the Southern Board as of the Effective Date, plus any individual who shall become a director subsequent to such date whose election or nomination for election by Southern’s stockholders was approved by a vote of at least 75% of the directors then comprising the Incumbent Board. Notwithstanding the foregoing, no individual who shall become a director of the Southern Board subsequent to the Effective Date whose initial assumption of office occurs as a result of an actual or threatened election contest (within the meaning of Rule 14a-11 of the regulations promulgated under the Exchange Act) with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Southern Board shall be a member of the Incumbent Board.
2.32    “Long Term Bonus Plan” shall mean any bonus type plan or arrangement designed to provide incentive based compensation to participants upon the achievement of objective or subjective goals that measure performance over a period of more than twelve months.
2.33    “Material Reduction” shall mean a reduction of more than ten percent (10%) to the employer-provided value that the Employee is expected to derive from his Retirement and Welfare Benefits, as reasonably determined by the Compensation Committee; provided, however, that with respect to an Employee who provides notice of Good Reason pursuant to Section 2.27(f), whether such ten percent (10%) reduction is expected to occur shall be determined by the Benefits Consultant using the most recently available Benefits Index and shall be set forth in a written opinion of the Benefits Consultant, and the following guidelines shall be followed by the Company, the Acquiring Company and the Benefits Consultant in the performance of the Benefit Index calculations:
(a)    Upon a Preliminary Change in Control that if Consummated would result in a Change in Control, the Employing Company and the Acquiring Company shall provide to the Benefits Consultant the applicable benefit plan provisions for the plan year in which the Change in Control is anticipated to occur. Plan provisions for the immediately preceding plan year may be provided if the Benefits Consultant determines that there have been no changes to such plans that would materially affect the determination of whether there is a Material Reduction. In the event of a Subsidiary Change in Control, if the Acquiring Company’s relevant plan provisions have not previously been included in the Benefits Consultant’s Benefit Index database, the Acquiring Company shall provide to the Benefits Consultant such plan information as the Benefits Consultant shall request in writing as soon as practicable following such request. The Compensation Committee shall take such action as is reasonably required to facilitate the transfer of such information from the Acquiring Company to the Benefits Consultant.
(b)    The standard Benefit Index assumptions for the plan year from which the plan provisions are taken shall be used.
(c)    The Benefit Consultant will use its standard aggregated Benefit Index employee information unless the Employing Company provides alternative data.
(d)    The determination of whether or not the Acquiring Company’s Retirement and Welfare Benefits represent a Material Reduction to the Retirement and Welfare Benefits provided to the Employee by his Employing Company shall be determined on an aggregate basis. All assessments shall consider all benefits in total and no individual-by-individual, plan-by-plan determination of Material Reductions shall be made.
2.34    “Month of Service” shall mean any calendar month during which a Participant has worked at least one (1) hour or was on approved leave of absence while in the employ of an Employing Company or any Southern Subsidiary.
2.35    “Omnibus Plan” shall mean the Southern Company Omnibus Incentive Compensation Plan and The Southern Company 2021 Equity and Incentive Compensation Plan, in each case as amended from time to time, and any successor plan(s).
2.36    “Participant” shall mean an Employee or Support Employee who meets the eligibility requirements of Section 3.1 of this Plan.

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2.37    “Pension Plan” shall mean The Southern Company Pension Plan or any successor thereto, as in effect on the date a Change in Control is Consummated.
2.38    “Performance Pay Program” or “PPP” shall mean the Performance Pay Program under the Omnibus Plan or any replacement thereto, as in effect on the date a Change in Control is Consummated.
2.39    “Performance Unit” shall have the meaning set forth in the Omnibus Plan.
2.40    “Person” shall mean any individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of Exchange Act.
2.41    “Plan” shall mean the Southern Company Senior Executive Change in Control Severance Plan, as amended from time to time.
2.42    “Preliminary Change in Control” shall mean the occurrence of any of the following as administratively determined by the Administrator:
(a)    An Employing Company has entered into a written agreement, such as, but not limited to, a letter of intent, which, if Consummated, would result in a Change in Control;
(b)    An Employing Company publicly announces an intention to take or to consider taking actions which, if Consummated, would result in a Change in Control under circumstances where the Consummation of the announced action or intended action is legally and financially feasible (as reasonably determined by the Compensation Committee); or
(c)    A Person other than an Employing Company publicly announces an intention to take or to consider taking actions which, if Consummated, would result in a Change in Control under circumstances where the Consummation of the announced action or intended action is legally and financially feasible (as reasonably determined by the Compensation Committee);
provided, however, that if a Change in Control occurs without the prior occurrence of a Preliminary Change in Control, the date of such Change in Control shall be deemed to be the date of a Preliminary Change in Control for purposes of this Plan.
2.43    “Retirement and Welfare Benefits” shall mean benefits provided by the Employing Company or the Acquiring Company, as applicable, under the following types of plans and arrangements: pension plans, defined contribution plans (matched savings, profit sharing, money purchase, ESOP, and similar plans and arrangements), plans providing for death benefits while employed or retired (life insurance, survivor income, and similar plans and arrangements), plans providing for short-term disability benefits (including accident and sick time), plans providing for long-term disability benefits and plans providing health-care benefits (including reimbursements during active employment or retirement related to expenses for medical, vision, hearing, dental, and similar plans and arrangements).
2.44    “Separation Date” shall mean the date on which a Participant’s employment with his Employing Company is terminated; provided, however, that solely for purposes of Section 3.2(c) hereof, the Separation Date of Participants who are deemed to be retired pursuant to the provisions of Section 3.3 hereof, shall be the effective date of their retirement pursuant to the terms of the Pension Plan.
2.45    “Severance Bonus Amount” shall mean an amount in cash equal to the greater of (a) the Participant’s Target Bonus under the Participant’s Employing Company’s Short Term Bonus Plan for the year in which the Separation Date occurs, and (b) the product of the Participant’s Target Bonus under the Participant’s Employing Company’s Short Term Bonus Plan for the year in which the Separation Date occurs multiplied by the Average Actual Payout Percentage.
2.46    “Short Term Bonus Plan” shall mean any bonus type plan or arrangement designed to provide incentive based compensation to participants upon the achievement of objective or subjective goals that measure performance over a period of twelve months or less.

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2.47    “Southern” shall mean The Southern Company, its successors and assigns.
2.48    “Southern Board” shall mean the board of directors of Southern.
2.49    “Southern Subsidiary” shall mean any corporation or other entity Controlled by Southern.
2.50    “Stock-Based Award” shall mean any stock-based award granted under the Omnibus Plan, including but not limited to stock options, stock appreciation rights, restricted stock, restricted stock units, and performance shares.
2.51    “Subsidiary Change in Control” shall have the meaning set forth in Section 2.13(b) hereof.
2.52    “Support Employee” shall mean an Employee of the Company (which shall continue to be such Employee’s Employing Company for all other purposes of this Plan) whose employment with the Company:
(a)    Is involuntarily terminated without Cause within two years after the Change in Control of an Employing Company (other than Southern or the Company) and either (i) spent at least 40% of his working time performing services for such Employing Company as of the day immediately preceding the day the Change in Control is Consummated and for one-hundred eighty (180) days prior thereto, or since commencement of employment by the Company, if shorter, or (ii) is determined by the Compensation Committee to be involuntarily terminated without Cause as a result of such Change in Control; or
(b)    Is voluntarily terminated by Employee for Good Reason within two years after the Change in Control of an Employing Company (other than Southern or the Company) and spent at least 40% of his working time performing services for such Employing Company as of the day immediately preceding the day the Change in Control is Consummated and for one-hundred eighty (180) days prior thereto, or since commencement of employment by the Company, if shorter. For purposes of this Section 2.52(b) only, Good Reason shall not include the provisions of Section 2.27(a), entitled “Inconsistent Duties.”
2.53    “Surviving Company” shall have the meaning set forth in Section 2.13(a)(iii)(A) hereof.
2.54    “Target Bonus” shall mean the amount of incentive compensation expressed as either a percent of salary or pay, an expected dollar amount, the number of awards granted or such other quantifiable measure to determine the amount to be paid or granted under the terms of the respective Short Term Bonus Plan, Long Term Bonus Plan or Equity Based Bonus Plan, as used by the Employing Company or respective Acquiring Company to measure the market competitiveness of its employee compensation programs.
2.55    “Termination for Cause” or “Cause” shall mean the termination of an Employee’s employment with his Employing Company upon the occurrence of any of the following:
(a)    The willful and continued failure by the Employee to substantially perform his duties with his Employing Company (other than any such failure resulting from the Employee’s death or Total Disability or from the Employee’s retirement or any such actual or anticipated failure resulting from termination of employment by the Employee for Good Reason) after a written demand for substantial performance is delivered to him by the Southern Board, which demand specifically identifies the manner in which the Southern Board believes the Employee has not substantially performed his duties; or
(b)    The willful engaging by the Employee in conduct that is demonstrably and materially injurious to his Employing Company, monetarily or otherwise, including but not limited to any of the following:
(i)    any act by the Employee involving fraud or dishonesty in the course of the Employee’s employment by his Employing Company;
(ii)    the carrying out of any activity or the making of any statement by an Employee which would materially prejudice or impair the good name and standing of his Employing Company, Southern or any other Southern Subsidiary or would bring his Employing Company, Southern or any other Southern Subsidiary into contempt, ridicule or would reasonably shock or offend any
8



community in which his Employing Company, Southern or such other Southern Subsidiary is located;
(iii)    attendance by the Employee at work in a state of intoxication from, or otherwise being found in possession at his workplace of, any prohibited drug or substance, possession of which would amount to a criminal offense;
(iv)    violation of his Employing Company’s policies on drug and alcohol usage, fitness for duty requirements or similar policies as may exist from time to time;
(v)    assault or other act of violence by the Employee against any person during the course of employment; or
(vi)    the Employee’s indictment for any felony or any misdemeanor involving moral turpitude.
No act or failure to act by an Employee shall be deemed “willful” unless done, or omitted to be done, by the Employee not in good faith and without reasonable belief that his action or omission was in the best interest of his Employing Company.
Notwithstanding the foregoing, an Employee shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of the majority of the Southern Board at a meeting called and held for such purpose (after reasonable notice to the Employee and an opportunity for him, together with counsel, to be heard before the Southern Board), finding that, in the good faith opinion of the Southern Board, the Employee was guilty of conduct set forth in Section 2.55 (a) or (b) hereof and specifying the particulars thereof in detail.
2.56    “Total Disability” shall have the meaning given to such term (or to a substantially equivalent term) under the Pension Plan.
2.57    “Voting Securities” shall mean the outstanding voting securities of a corporation entitling the holder thereof to vote generally in the election of such corporation’s directors.
2.58    “Waiver and Release” shall mean a Waiver and Release in a form reasonably acceptable to and provided by the Company.
2.59    “Years of Service” shall mean an Employee’s Months of Service divided by twelve (12) rounded to the nearest whole year, rounding up if the remaining number of months is seven (7) or greater and rounding down if the remaining number of months is less than seven (7). If an Employee has a break in his service with his Employing Company, he will receive credit under this Plan for the service prior to the break in service only if the break in service was less than five years and his service prior to the break exceeds the length of the break in service.
ARTICLE III - SEVERANCE BENEFITS
3.1    Eligibility.
(a)    Employees. Except as otherwise provided herein, any Employee whose employment is involuntarily terminated by his Employing Company at any time during the two-year period following a Change in Control of Southern or his Employing Company for reasons other than Cause or who shall voluntarily terminate his employment with his Employing Company for Good Reason at any time during the two-year period following a Change in Control of Southern or his Employing Company shall be entitled to participate in this Plan and receive the benefits described in Section 3.2 hereof, subject to the terms and conditions described in this Article III. Notwithstanding the foregoing, if an Employee (i) accepts the transfer of his employment to Southern, any Southern Subsidiary or any employer that acquires all or substantially all of the assets of Southern or (ii) accepts the transfer of his employment to any employer (or its affiliate) that acquires all or substantially all of the assets of a Southern Subsidiary and becomes an employee of any such employer (or its affiliate) following such acquisition, such transfer of employment shall not be an involuntary termination without Cause or a voluntary termination for Good Reason for purposes of this Plan.

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(b)    Deemed Employees. An Employee who is deemed to be employed by an Employing Company other than his actual Employing Company under Section 2.23 hereof shall be entitled to participate in this Plan and receive the benefits described in Section 3.2 hereof in the same manner as other Employees of the deemed Employing Company undergoing a Change in Control under Section 3.1(a) hereof; provided, however, that such deemed Employee will be considered to be an Employee of the deemed Employing Company solely for purposes of determining whether he is entitled to benefits under this Plan as a result of a Change in Control of such deemed Employing Company. For all other purposes under this Plan, such deemed Employee’s actual Employing Company shall be considered.
(c)    Support Employees. A Support Employee shall be entitled to participate in this Plan and receive the benefits described in Section 3.2 hereof, subject to the terms and conditions described in this Article III.
(d)    Limits on Eligibility. Notwithstanding anything to the contrary herein, an Employee shall not be eligible to receive benefits under this Plan if the Employee:
(i)    is not actively at work on his Separation Date, unless such Employee is capable of returning to work within twelve (12) weeks of the beginning of any leave of absence from work;
(ii)    voluntarily terminates his employment with his Employing Company for other than Good Reason;
(iii)    is terminated from his employment with the Employing Company due to his death or Total Disability, or has his employment terminated by his Employing Company for Cause;
(iv)    is involuntarily separated from service with his Employing Company after refusing an offer of employment by Southern or a Southern Subsidiary, under circumstances where the terms of such offer would not have amounted to Good Reason for voluntary termination of employment from his Employing Company by comparing each item of compensation and benefits of such offer of employment as set forth in Section 2.27 (a), (b), (c) and (d) above, with such items of compensation and benefits to which he is entitled at his Employing Company as of the day immediately preceding the day of such offer of employment;
(v)    refuses an offer of employment by an Acquiring Company in a Subsidiary Change in Control under circumstances where such offer does not provide Good Reason under the requirements of Sections 2.27 (a), (b), (c), (d) or (e) hereof;
(vi)    elects to receive the benefits of any other voluntary or involuntary severance, separation or outplacement program, plan or agreement maintained by his Employing Company in lieu of benefits under this Plan; provided, however, that the receipt of benefits under any retention plan or agreement shall not be deemed to be the receipt of benefits under any severance, separation or outplacement program for purposes of this Plan; or
(vii)    fails to execute and submit a Waiver and Release no earlier than the Separation Date and no later than the end of the applicable time period for consideration set forth in the Waiver and Release (which shall be no longer than 45 days following the Separation Date), or revokes such Waiver and Release during any applicable revocation period.
3.2    Benefits. Subject to the Employing Company’s receipt of an effective Waiver and Release, Participants shall be entitled to receive the following benefits:
(a)    Employee Outplacement Services. Each Participant shall be eligible to participate in the Employee Outplacement Program, which program shall not be less than six (6) months in duration measured from the Participant’s Separation Date.
(b)    Severance Benefit. Participants shall be paid in cash an amount equal to two times the Participant’s Annual Compensation. Notwithstanding the above, the Participant who has the job title of Chief
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Executive Officer of Southern shall be paid in cash an amount equal to three times the Participant’s Annual Compensation.
(c)    Welfare Benefit.
(i)    Except as provided in Section 3.3 hereof, each Participant shall be eligible to participate in the Employing Company’s Group Health Plan for a period of six (6) months for each of the Participant’s Years of Service, not to exceed a period of five (5) years, beginning on the first day of the first month following the Participant’s Separation Date unless otherwise specifically provided under such plan, upon the Participant’s payment of both the Employing Company’s and the Participant’s premium under such plan. A Participant who receives this extended medical coverage shall also be entitled to elect coverage under the Group Health Plan for his dependents who are participating in the Group Health Plan on the Participant’s Separation Date (and for such other dependents as may be entitled to coverage under the provisions of the Health Insurance Portability and Accountability Act of 1996) for the duration of the Participant’s extended medical coverage under this Section 3.2(c) to the extent such dependents remain eligible for dependent coverage under the terms of the Group Health Plan.
(ii)    The extended medical coverage afforded to a Participant pursuant to this Section 3.2(c) as well as the premiums to be paid by the Participant in connection with such coverage shall be determined in accordance with the terms of the Group Health Plan and shall be subject to any changes in the terms and conditions of the Group Health Plan as well as any future increases in premiums under the Group Health Plan. The premiums to be paid by the Participant in connection with this extended coverage shall be due on the first day of each month; provided, however, that if a Participant fails to pay his premium within thirty (30) days of its due date, such Participant’s extended coverage shall be terminated.
(iii)    Any Group Health Plan coverage provided under this Section 3.2(c) shall be a part of and not in addition to any COBRA Coverage which a Participant or his dependent may elect. In the event that a Participant or his dependent becomes eligible to be covered, by virtue of re-employment or otherwise, by any employer-sponsored group health plan or is eligible for coverage under any government-sponsored health plan during the above period, coverage under the Employing Company’s Group Health Plan available to the Participant or his dependent by virtue of the provisions of this Article III shall terminate, except as may otherwise be required by law, and shall not be renewed. It shall be the duty of a Participant to inform the Employing Company of his eligibility to participate in any such health plan.
(iv)    Except as otherwise provided in Section 3.3 hereof, regardless of whether a Participant elects the extended coverage described in Section 3.2(c) hereof, the Employing Company shall pay to each Participant a cash amount equal to the Employing Company’s and the Participant’s cost of premiums for three (3) years of coverage under the Group Health Plan and Group Life Insurance Plan, as such Plans were in effect as of the date of the Change in Control.
(d)    Stock-Based Award and Performance Unit Vesting. The provisions of this Section 3.2(d) shall apply to any Participant who, as of the date of the Change in Control, was a participant in the Omnibus Plan. Any Stock-Based Awards and Performance Unit awards held by the Participant that are outstanding and unvested as of the Separation Date shall fully vest and (to the extent applicable) become exercisable; provided, however, that any such award that is subject to the achievement of performance goals shall vest at the greater of (i) the “target” level and (ii) the projected actual level of performance for the full performance period as of the Separation Date (as reasonably determined by the Compensation Committee); and provided, further, that any award of stock options or stock appreciation rights held by such Participant that is outstanding and vested as of the Separation Date shall remain exercisable until the earlier of (x) the date that is 90 days after the Separation Date and (y) the date on which such award would have expired had the Participant remained continuously employed with Southern or a Southern Subsidiary.
(e)    Performance Pay Program. The provisions of this Section 3.2(e) shall apply to any Participant who, as of the date of the Change in Control, was a participant in the Performance Pay Program. Provided
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the Participant is not entitled to a cash-based award under the PPP, if the PPP is in place as of the Participant’s Separation Date and to the extent the Participant is entitled to participate therein, the Participant shall be entitled to receive cash in an amount equal to a pro-rated payout of his cash-based award under the PPP for the performance period in which the Separation Date shall have occurred, at the Participant’s Severance Bonus Amount and pro-rated by the number of months which have passed since the beginning of the performance period until the Separation Date.
(f)    Other Short-Term Incentive Plans. The provisions of this Section 3.2(f) shall apply to any Participant who, as of the date of the Change in Control, is a participant in any “short term incentive compensation plan” other than (or in addition to) the PPP. Provided the Participant is not otherwise entitled to a plan payout under any change in control provisions of such plans, if the “short term incentive compensation plan” is in place through the Participant’s Separation Date and to the extent the Participant is entitled to participate therein, the Participant shall be entitled to receive cash in an amount equal to his award under his respective Employing Company’s “short term incentive compensation plan” for the annual performance period in which the Separation Date shall have occurred, at the Participant’s Severance Bonus Amount and pro-rated by the number of months which have passed since the beginning of the annual performance period until the Separation Date. For purposes of this Section 3.2(f), the term “short term incentive compensation plan” shall mean any incentive compensation plan or arrangement adopted in writing by an Employing Company which provides for annual, recurring compensatory bonuses to participants based upon articulated performance criteria.
(g)    Pro rata Calculation. For purposes of calculating any pro rata cash-based awards under Section 3.2 (e) and (f) hereof, a month shall not be considered if the determining event occurs on or before the 14th day of the month, and a month shall be considered if the determining event occurs on or after the 15th day of the month.
(h)    No Duplicate Benefits. Notwithstanding anything in this Section 3.2 to the contrary:
(i)    in the event that a Participant has received or is entitled to receive a cash-based award under the PPP as determined under the provisions of the Amended and Restated Southern Company Change in Control Benefits Protection Plan, in each case as may be amended or amended and restated from time to time (the “BPP”), for the performance period which includes a Participant’s Separation Date, then the amount of any such cash-based award under this Plan shall be reduced dollar for dollar by any such amount received or to be received under the BPP; and
(ii)    in the event that a Participant is entitled to vest in any Stock-Based Awards pursuant to the provisions of the BPP in circumstances where Section 3.2(d) hereof would otherwise apply, such provisions of the BPP shall control, and such Participant shall not be entitled to any vesting with respect to such Stock-Based Awards pursuant to Section 3.2(d) hereof.
3.3    Coordination with Retiree Medical and Life Insurance Coverage. Notwithstanding anything to the contrary above, any Participant who is otherwise eligible to retire pursuant to the terms of the Pension Plan shall be deemed to have retired for purposes of all employee benefit plans sponsored by the Employing Company of which the Participant is a participant. A Participant who is deemed to have retired in accordance with the preceding sentence shall not be eligible to receive the benefits described in Section 3.2(c) hereof if, upon his Separation Date, such Participant becomes eligible to receive the retiree medical and life insurance coverage provided to certain retirees pursuant to the terms of the Pension Plan, the Group Health Plan and the Group Life Insurance Plan.
3.4    Payment of Benefits.
(a)    Except as otherwise provided in Section 3.4(b) hereof, the total amount payable under this Article III shall be paid to a Participant in one (1) lump sum payment within 10 days after the expiration of any applicable revocation period for the Participant’s Waiver and Release without the Participant revoking the Waiver and Release. In the case of a Separation Date occurring in November or December, payment under this Article III will be made no earlier than January 1 of the following year and no later than 62 days after the Separation Date, provided all other requirements of the Plan are met, including the receipt of an effective Waiver and Release. The foregoing time of payment requirement is intended to satisfy the requirements of the so-called “short term deferral exception” as described in Treasury Regulation section 1.409A-1(b)(4) promulgated under Code Section 409A and to ensure that a Participant cannot directly or indirectly designate the taxable year of the receipt of benefits under the Plan as described
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in Treasury Regulation section 1.409A-3(a). In the event payment under this Article III is delayed as a result of a bona fide legal dispute with respect to liability or amount of any benefit due under the Plan, an effective Waiver and Release shall be tendered at the time of final resolution of any such dispute on the date payment, if any, is tendered by the Employing Company.
(b)    Notwithstanding anything to the contrary in Section 3.4(a) above, if the Compensation Committee determines that it is necessary to delay any payment, or portion thereof, under this Article III in order to avoid any tax liability pursuant to Code Section 409A(a)(2)(B)(i), such payment, or portion thereof, shall be paid on the first day of the seventh month following the Separation Date, and such delayed payment, or portion thereof, shall bear a reasonable rate of interest as determined by the Compensation Committee.
3.5    Benefits in the Event of Death. In the event of the Participant’s death after the Participant becomes eligible for benefits under this Article III but prior to the payment of all benefits due under this Article III, the Participant’s estate shall be entitled to receive any amounts not yet paid under this Article III within 62 days after the Participant’s Separation Date.
3.6    Legal Fees. In the event of a bona fide legal dispute between a Participant and his Employing Company with regard to any amounts due hereunder, if any material issue in such dispute is finally resolved in the Participant’s favor, his Employing Company shall reimburse the Participant’s legal fees incurred with respect to all issues in such dispute in an amount not to exceed fifty thousand dollars ($50,000).
3.7    No Mitigation. A Participant who receives benefits under Section 3.2 of this Plan shall have no duty or obligation to seek other employment following his Separation Date and, except as otherwise provided in Section 3.1(d) hereof, the amounts due a Participant hereunder shall not be reduced or suspended if such Participant accepts such subsequent employment.
3.8    Adjustment of Certain Payments and Benefits. Notwithstanding any provision of this Plan to the contrary, if any payment or benefit to be paid or provided hereunder or under any other plan or agreement would be an “Excess Parachute Payment,” within the meaning of Code Section 280G, or any successor provision thereto, but for the application of this sentence, then the payments and benefits to be paid or provided hereunder shall be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an Excess Parachute Payment; provided, however, that the foregoing reduction shall be made only if and to the extent that such reduction would result in an increase in the aggregate payments and benefits to be provided, determined on an after-tax basis (taking into account the excise tax imposed pursuant to Code Section 4999, or any successor provision thereto, any tax imposed by any comparable provision of state law, and any applicable federal, state and local income taxes). The determination of whether any reduction in such payments or benefits to be provided hereunder is required pursuant to the preceding sentence shall be made at the expense of the Participant’s Employing Company, if requested by the Participant or the Employing Company, by Southern’s independent accountants or a nationally recognized law firm chosen by the Employing Company. The fact that the Participant’s right to payments or benefits may be reduced by reason of the limitations contained in this Section 3.8 shall not of itself limit or otherwise affect any other rights of the Participant under this Plan. In the event that any payment or benefit intended to be provided is required to be reduced pursuant to this Section 3.8, then the reduction will be made in accordance with Code Section 409A and will occur in the following order: (a) first, by reducing any cash payments with the last scheduled payment reduced first; (b) second, by reducing any equity-based benefits that are included at full value under Q&A-24(a) of the Treasury Regulations promulgated under Code Section 280G (the “280G Regulations”), with the highest value reduced first; (c) third, by reducing any equity-based benefits included on an acceleration value under Q&A-24(b) or 24(c) of the 280G Regulations, with the highest value reduced first; and (d) fourth, by reducing any non-cash, non-equity based benefits, with the latest scheduled benefit reduced first. Such payments or benefits shall be reduced in a manner that maximizes the Participant’s economic position. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Code Section 409A, and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis but not below zero.
ARTICLE IV - ADMINISTRATION
4.1    Administrator.

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(a)    Except as otherwise provided herein, the Compensation Committee shall be responsible for the general administration of the Plan and may appoint other persons or entities to perform or assist in the performance of any of its duties, subject to its review and approval. The Compensation Committee shall have the right to remove any such appointee from his position without cause upon notice.
(b)    The Administrator shall maintain permanent records and accounts of Participants and of their rights under the Plan and of all receipts, disbursements, transfers, and other transactions concerning the Plan. Such accounts, books, and records relating thereto shall be open at all reasonable times to inspection and audit by the Company and any persons designated thereby.
(c)    The Administrator shall take all steps necessary to ensure that the Plan complies with the law at all times, including the preparation and filing of all documents and forms required by any governmental agency; maintenance of adequate Participant records; recording and transmission of all notices required to be given to Participants and their beneficiaries; receipt and dissemination, if required, of all reports and information received from the Employing Companies; securing of such fidelity bonds as may be required by law; and doing such other acts necessary for the proper administration of the Plan. The Administrator shall keep a record of all of its proceedings and acts, and shall keep all such books of accounts, records, and other data as may be necessary for proper administration of the Plan. The Administrator shall notify the Employing Companies upon their request of any action taken by it, and when required, shall notify any other interested person or persons.
4.2    Powers. The Compensation Committee shall administer the Plan in accordance with its terms and shall have all powers necessary to carry out the provisions of the Plan as more particularly set forth herein. The Compensation Committee shall have the discretionary authority to interpret the Plan (including any ambiguities herein) and to determine all questions arising in the administration, interpretation, and application of the Plan. The Compensation Committee shall adopt such procedures and regulations necessary or desirable for the discharge of its duties hereunder and may appoint such accountants, counsel, actuaries, specialists, and other agents as it deems necessary or desirable in connection with the administration of this Plan. The Compensation Committee (or its delegate) shall be the legal appointed agent for the service of process.
4.3    Compensation of the Administrator. Neither the Compensation Committee nor any other Administrator shall receive any compensation from the Plan for their services.
4.4    Payment of Expenses. The Compensation Committee and any other Administrator shall be reimbursed by the Employing Companies for their reasonable expenses incurred in the discharge of its duties. Such expenses shall include any expenses incident to its duties, including, but not limited to, fees of accountants, counsel, actuaries, and other specialists, and other costs of administering the Plan.
4.5    Indemnification. Each Employing Company shall indemnify the Compensation Committee and any other Administrator against any and all claims, losses, damages, expenses, and liability arising from its actions or omissions, except when the same is finally adjudicated to be the result of gross negligence or willful misconduct. The Employing Companies may purchase at their own expense sufficient liability insurance for the Compensation Committee and any other Administrator to cover any and all claims, losses, damages, and expenses arising from any action or omission in connection with the execution of their duties under this Plan.
ARTICLE V – CLAIMS PROCEDURES
5.1    For purposes of this Article V, “Administrator” shall mean the Compensation Committee or, to the extent permitted by applicable law and stock exchange requirements, its delegate. The Administrator has the exclusive right to determine eligibility for benefits under the Plan and to deny or grant a claim, in whole or in part. All claim determinations shall be made by the Administrator in a uniform and nondiscriminatory manner in accordance with the Plan provisions. The Administrator’s decision on a claim for benefits is final and binding on all persons.
5.2    Any participating Employee or his authorized representative who believes he may be eligible for benefits under this Plan may file a claim for benefits to which the claimant believes he is entitled. Claims under this Plan must be made in writing and delivered to the Administrator, in person or by mail, postage prepaid. When a claim has been properly filed, the Administrator shall, within 90 days after receipt of such claim, send to the claimant notice of the grant or denial, in whole or in part, of such claim unless special circumstances require an extension of time for
14



processing the claim. In no event may the extension exceed 90 days from the end of the initial period. If such extension is necessary, the claimant will be given notice to this effect prior to the expiration of the initial 90-day period. Any notice of extension shall set forth the special circumstances requiring the extension of time and the date by which the Administrator expects to render its decision on the application for benefits.
5.3    The Administrator will provide the claimant with written notice in which the claimant shall be advised as to whether the claim is granted or denied, in whole or in part. If a claim is denied, in whole or in part, the notice shall contain: (a) the specific reasons for the denial; (b) references to pertinent Plan provisions on which the denial is based; (c) a description of any additional material or information necessary to perfect the claim and an explanation of why such material or information is necessary; and (d) an explanation of the Plan’s claim review procedure, the time limits applicable under the procedures, and a statement regarding the claimant’s right to bring a civil action under Section 502(a) of the Employee Retirement Income Security Act of 1974, as amended (if applicable) following an adverse benefit determination on appeal.
5.4    If a claim is denied, in whole or in part, the claimant shall have the right to request that the Administrator review the denial, provided that the claimant files a written request for review with the Administrator no later than 60 days after the date on which the claimant received written notification of the denial. The request for a review shall be in writing and shall be addressed to the Administrator at the Company’s principal office. The request for review shall set forth all of the grounds on which it is based, all facts in support of the request and any other matters which the claimant deems pertinent. The Administrator may require the claimant to submit such additional facts, documents or other material as it may deem necessary or appropriate in making its review. The claimant may submit written comments, documents, records and other information related to the benefit claim on appeal. The claimant must be provided, upon request and free of charge, reasonable access to and copies of any and all records, documents or information on which the Administrator based its determination.
5.5    The Administrator will provide the claimant with written notification of the benefit determination on review within 60 days after a request for review is received, unless special circumstances require an extension of time for processing the review, in which case the Administrator shall give the claimant written notification within the initial 60-day period specifying the reasons for the extension and when such review shall be completed (provided that such review shall be completed within 120 days after the date on which the request for review was filed). If the Administrator denies the claim on review, in whole or in part, the notification will set forth, in a manner calculated to be understood by the claimant: (a) the specific reason or reasons for the denial; (b) specific references to the Plan provisions on which the denial is based; (c) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of any and all records, documents or information on which the Administrator based its determination; and (d) a description of the claimant’s right to obtain information about such procedures and a statement regarding the claimant’s right to bring a civil action under section 502(a) of the Employee Retirement Income Security Act of 1974, as amended (if applicable) following the denial on appeal.
ARTICLE VI - MISCELLANEOUS
6.1    Funding of Benefits. Unless the Board of Directors in its discretion determines otherwise, the benefits payable to a Participant under the Plan shall not be funded in any manner and shall be paid by the Employing Companies out of their general assets, which assets are subject to the claims of the Employing Companies’ creditors.
6.2    Withholding. There shall be deducted from the payment of any benefit due under the Plan the amount of any tax required by any governmental authority to be withheld and paid over by the Employing Companies to such governmental authority for the account of the Participant entitled to such payment.
6.3    Assignment. No Participant or beneficiary shall have any rights to sell, assign, transfer, encumber, or otherwise convey the right to receive the payment of any benefit due hereunder, which payment and the rights thereto are expressly declared to be nonassignable and nontransferable. Any attempt to do so shall be null and void and of no effect.
6.4    Code Section 409A. It is intended that this Plan and any benefits hereunder be exempt from or, to the extent applicable, comply with the provisions of Code Section 409A and the Treasury Regulations promulgated thereunder in order to avoid any additional tax under Code Section 409A(a)(1). In the event it is necessary to interpret the provisions of this Plan for purposes of its operation, such interpretation shall, to the extent possible, be consistent
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with such intent. For purposes of this Plan, references to an Employee’s “termination of employment” or substantially similar references shall be deemed to refer the Employee’s “separation from service” within the meaning of Code Section 409A.
6.5    Amendment and Termination. The Plan may be amended or terminated at any time by the Board of Directors, provided, however, that no such amendment or termination of the Plan shall be effective if such amendment or termination is made or is effective within a period that is (a) (i) at any time after a Preliminary Change in Control or (ii) solely with respect to a Preliminary Change in Control described in Section 2.42(a) or 2.42(b), within six (6) months before such Preliminary Change in Control, and (b) prior to the earlier of (x) such time as the Board of Directors shall have determined that the event that gave rise to such Preliminary Change in Control will not be Consummated or (y) two years following the respective Change in Control unless such amendment or termination during such period has the effect of increasing benefits to Participants under the Plan, is determined by the Board of Directors to be immaterial, or applies solely to individuals who, in the case of a Subsidiary Change in Control, were not employees of the Employing Company undergoing the Subsidiary Change in Control on the date of the respective Preliminary Change in Control, or, in the case of a Change in Control described in Section 2.13(a), are not Employees on the date of the respective Change in Control. Following a Change in Control, nothing in this Section 6.5 shall prevent the Board of Directors from amending or terminating the Plan as to any subsequent Change in Control provided that no such amendment or termination shall impair any rights or reduce any benefits previously accrued under the Plan as a result of a previous Change in Control.
6.6    Interpretation. All personal pronouns used in this Plan, whether used in the masculine, feminine or neuter gender, shall include all other genders, and the singular shall include the plural and vice versa.

IN WITNESS WHEREOF, this Amended and Restated Southern Company Senior Executive Change in Control Severance Plan has been executed by the Company through its duly authorized officers, this 15th day of August, 2022, to be effective as provided herein.
SOUTHERN COMPANY SERVICES, INC.
By:/s/James M. Garvie
Name:James M. Garvie
Its:SVP HR, Total Rewards & HRIS
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