FIRSTENERGY CORP (Form: 8-K, Received: 08/07/2015 16:08:06)

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) August 5, 2015



Commission	Registrant; State of Incorporation;	I.R.S. Employer
File Number	Address; and Telephone Number	Identification No.

333-21011	FIRSTENERGY CORP.	34-1843785
	(An Ohio Corporation)
	76 South Main Street
	Akron, OH 44308
	Telephone (800)736 - 3402

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 (see General Instruction A.2.):

[ ] 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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) On August 5, 2015, upon recommendation of the Compensation Committee of the Board of Directors (the Board) of FirstEnergy Corp. (the Company), the Board approved the following awards, granted under the 2015 Incentive Compensation Plan, with such awards effective August 10, 2015:

(1) a performance-based restricted stock award to James F. Pearson, Senior Vice President and Chief Financial Officer of the Company, for 30,000 common shares of the Company (the Restricted Stock Award). The Restricted Stock Award is subject to the achievement of certain cash flow savings at the Company in accordance with the previously disclosed cash flow improvement project (the Company Performance Goal) by December 31, 2017. If the Company Performance Goal is achieved by such date, then the award becomes entirely retention-based with full vesting on October 30, 2019; provided that Mr. Pearson continues employment with the Company through October 30, 2019. If the Company Performance Goal is not achieved or if Mr. Pearson does not remain employed with the Company until October 30, 2019, subject to certain exceptions set forth in the agreement, Mr. Pearson will forfeit the Restricted Stock Award in its entirety;

(2) a performance-based cash award to James H. Lash, President FirstEnergy Generation (FEG), in the amount of $580,000 (the Cash Award), which is equal to Mr. Lash’s annual base salary. The Cash Award is subject to achievement of certain cash flow savings at FEG in accordance with the previously disclosed cash flow improvement project (the FEG Performance Goal) by December 31, 2016. If the FEG Performance Goal is achieved by such date, then the Cash Award will become fully payable on July 1, 2017, provided that Mr. Lash continues employment with the Company through July 1, 2017. If the FEG Performance Goal is not achieved or if Mr. Lash does not remain employed with the Company until July 1, 2017, subject to certain exceptions set forth in the agreement, Mr. Lash will forfeit the Cash Award in its entirety.

The foregoing descriptions of the awards set forth above are not complete and are qualified by reference to the full and complete terms of each award agreement which are attached as Exhibit 10.1 and Exhibit 10.2, respectively to this Current Report on Form 8-K and incorporated herein by reference.

In addition, Mr. Pearson was appointed as Executive Vice President and Chief Financial Officer of the Company and Mr. Lash was appointed as Executive Vice President of the Company and President FEG in each case with an effective date of September 6, 2015.

Item 9.01 Financial Statements and Exhibits



Exhibit No.		Description
10.1		Performance-Earned Restricted Stock Award Agreement, effective August 10, 2015, by and between FirstEnergy Corp and James F. Pearson.
10.2		Performance-Earned Cash Award Agreement, effective August 10, 2015, by and between FirstEnergy Corp. and James H. Lash.

Forward-Looking Statements : This Form 8-K includes forward-looking statements based on information currently available to management. Such statements are subject to certain risks and uncertainties. These statements include declarations regarding management's intents, beliefs and current expectations. These statements typically contain, but are not limited to, the terms “anticipate,” “potential,” “expect,” "forecast," "target," "will," "intend," “believe,” "project," “estimate" and similar words. Forward-looking statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements, which may include the following: the speed and nature of increased competition in the electric utility industry, in general, and the retail sales market in particular; the ability to experience growth in the Regulated Distribution and Regulated Transmission segments and to successfully implement our revised sales strategy for the Competitive Energy Services segment; the accomplishment of our regulatory and operational goals in connection with our transmission investment plan, including but not limited to, our pending transmission rate case, the proposed transmission asset transfer, and the effectiveness of our repositioning strategy to reflect a more regulated business profile; changes in assumptions regarding economic conditions within our territories, assessment of the reliability of our transmission system, or the availability of capital or other resources supporting identified transmission investment opportunities; the impact of the regulatory process on the pending matters at the federal level and in the various states in which we do business including, but not limited to, matters related to rates and the Electric Security Plan IV in Ohio; the impact of the federal regulatory process on the Federal Energy Regulatory Commission (FERC)-regulated entities and transactions, in particular FERC regulation of wholesale energy and capacity markets, including PJM Interconnection, L.L.C. (PJM) markets and FERC-jurisdictional wholesale transactions; FERC regulation of cost-of-service rates, including FERC Opinion No. 531's revised Return on Equity methodology for FERC-jurisdictional wholesale generation and transmission utility service; and FERC’s compliance and enforcement activity, including compliance and enforcement activity related to North American Electric Reliability Corporation’s mandatory reliability standards; the uncertainties of various cost recovery and cost allocation issues resulting from American Transmission Systems, Incorporated's realignment into PJM; economic or weather conditions affecting future sales and margins such as a polar vortex or other significant weather events, and all associated regulatory events or actions; changing energy, capacity and commodity market prices including, but not limited to, coal, natural gas and oil, and their availability and impact on margins and asset valuations; the continued ability of our regulated utilities to recover their costs; costs being higher than anticipated and the success of our policies to control costs and to mitigate low energy, capacity and market prices; other legislative and regulatory changes, and revised environmental requirements, including, but not limited to, proposed greenhouse gases emission and water discharge regulations and the effects of the United States Environmental Protection Agency's coal combustion residuals regulations, Cross-State Air Pollution Rule, Mercury and Air Toxics Standards, including our estimated costs of compliance, and Clean Water Act 316(b) water intake regulation; the uncertainty of the timing and amounts of the capital expenditures that may arise in connection with any litigation, including New Source Review litigation, or potential regulatory initiatives or rulemakings (including that such initiatives or rulemakings could result in our decision to deactivate or idle certain generating units); the uncertainties associated with the deactivation of certain older regulated and competitive fossil units, including the impact on vendor commitments, and the timing thereof as they relate to the reliability of the transmission grid; the impact of other future changes to the operational status or availability of our generating units and any capacity penalties associated with outages at a given unit; adverse regulatory or legal decisions and outcomes with respect to our nuclear operations (including, but not limited to the revocation or non-renewal of necessary licenses, approvals or operating permits by the Nuclear Regulatory Commission or as a result of the incident at Japan's Fukushima Daiichi Nuclear Plant); issues arising from the indications of cracking in the shield building at Davis-Besse; the risks and uncertainties associated with litigation, arbitration, mediation and like proceedings, including, but not limited to, any such proceedings related to vendor commitments; the impact of labor disruptions by our unionized workforce; replacement power costs being higher than anticipated or not fully hedged; the ability to comply with applicable state and federal reliability standards and energy efficiency and peak demand reduction mandates; changes in customers' demand for power, including, but not limited to, changes resulting from the implementation of state and federal energy efficiency and peak demand reduction mandates; the ability to accomplish or realize anticipated benefits from strategic and financial goals, including, but not limited to, the ability to continue to reduce costs and to successfully execute our financial plans designed to improve our credit metrics and strengthen our balance sheet through, among other actions, our previously-implemented dividend reduction, our cash flow improvement plan and our other proposed capital raising initiatives; our ability to improve electric commodity margins and the impact of, among other factors, the increased cost of fuel and fuel transportation on such margins; changing market conditions that could affect the measurement of certain liabilities and the value of assets held in our Nuclear Decommissioning Trusts, pension trusts and other trust funds, and cause us and/or our subsidiaries to make additional contributions sooner, or in amounts that are larger than currently anticipated; the impact of changes to material accounting policies; the ability to access the public securities and other capital and credit markets in accordance with our announced financial plans, the cost of such capital and overall condition of the capital and credit markets affecting us and our subsidiaries; actions that may be taken by credit rating agencies that could negatively affect us and/or our subsidiaries' access to financing, increase the costs thereof, and increase requirements to post additional collateral to support outstanding commodity positions, letters of credit and other financial guarantees; changes in national and regional economic conditions affecting us, our subsidiaries and/or our major industrial and commercial customers, and other counterparties with which we do business, including fuel suppliers; the impact of any changes in tax laws or regulations or adverse tax audit results or rulings; issues concerning the stability of domestic and foreign financial institutions and counterparties with which we do business; the risks associated with cyber-attacks on our electronic data centers that could compromise the information stored on our networks, including proprietary information and customer data; and the risks and other factors discussed from time to time in our United States Securities and Exchange Commission filings, and other similar factors.

Dividends declared from time to time on FirstEnergy Corp.'s common stock during any period may in the aggregate vary from prior periods due to circumstances considered by FirstEnergy Corp.'s Board of Directors at the time of the actual declarations. A security

rating is not a recommendation to buy or hold securities and is subject to revision or withdrawal at any time by the assigning rating agency. Each rating should be evaluated independently of any other rating.

The foregoing review of factors should not be construed as exhaustive. New factors emerge from time to time, and it is not possible for management to predict all such factors, nor assess the impact of any such factor on FirstEnergy's business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statements. FirstEnergy expressly disclaims any current intention to update, except as required by law, any forward-looking statements contained herein as a result of new information, future events or otherwise.

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.



	FIRSTENERGY CORP.
	Registrant


By:	/s/ K. Jon Taylor
	K. Jon Taylor Vice President, Controller and Chief Accounting Officer



Exhibit No.		Description
10.1		Performance-Earned Restricted Stock Award Agreement, effective August 10, 2015, by and between FirstEnergy Corp and James F. Pearson.
10.2		Performance-Earned Cash Award Agreement, effective August 10, 2015, by and between FirstEnergy Corp. and James H. Lash.

2015 Incentive Compensation Plan

Performance-Earned Restricted Stock Award Agreement

THIS PERFORMANCE-EARNED RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), effective as of August 10th, 2015 (the “Effective Date”), is entered into by and between FirstEnergy Corp., an Ohio corporation, and its successors (the “Company”), and James F. Pearson (the “Grantee”).

Definitions . Unless otherwise specified in this Agreement, capitalized terms shall have the meanings attributed to them under the FirstEnergy Corp. 2015 Incentive Compensation Plan, as amended from time to time (the “Plan”).

Grant of Restricted Stock . As of the Effective Date, the Company grants to the Grantee, upon the terms and conditions set forth in this Agreement and subject to the restrictions in Section 3, thirty thousand (30,000) Shares, par value $.10 per share, of FirstEnergy Corp. (“Restricted Stock”). The Restricted Stock is granted in accordance with, and subject to, all the terms, conditions and restrictions of the Plan, which is hereby incorporated by reference in its entirety. The Grantee irrevocably agrees to, and accepts, the terms, conditions and restrictions of the Plan and this Agreement on his own behalf and on behalf of any heirs, successors and assigns.

Restrictions on Stock . Except as otherwise provided herein, the Grantee cannot sell, transfer, assign, hypothecate or otherwise dispose of the Restricted Stock or pledge it as collateral for a loan. In addition, the Restricted Stock will be subject to such other restrictions as the Compensation Committee deems necessary or appropriate.

Lapse of Restrictions on Stock . Except as otherwise provided in Sections 6 and 7, the restrictions described in Section 3 (the “Restrictions”) shall lapse and be of no further force or effect with respect to 100% of the Restricted Stock (subject to the requirements of Section 10) if and when the following two conditions (the “Vesting Conditions”) are both satisfied: (i) the Company achieves the performance goal set forth on Exhibit A attached hereto by December 31, 2017 as certified by the Compensation Committee in writing (the “Performance Condition”) and (ii) Grantee remains in the continuous employ of the Company or any Subsidiary until October 30, 2019.

Forfeiture . Except as otherwise provided in Sections 6 and 7, the Grantee will forfeit any and all interests in the Restricted Stock if either of the Vesting Conditions set forth in Section 4 is not satisfied.

Certain Events . Notwithstanding any provision in this Agreement to the contrary,

Death or Disability . If the Grantee dies or incurs a Disability (as defined in the Plan) while an employee of the Company or any of its Subsidiaries, then the

Restrictions will immediately lapse and the Grantee (or Grantee’s estate) will become 100% vested in the Restricted Stock, subject to the requirements of Section 10, upon such death or Disability.

Termination without Cause . If the Performance Condition is achieved and the Grantee’s employment is terminated without Cause by the Company or any of its Subsidiaries at any time prior to October 30, 2019, then the Restrictions shall lapse on a prorated portion of the Restricted Stock; provided that the Grantee executes and delivers to the Company (and does not revoke) a general waiver and release of claims in a form approved by the Company. The prorated amount will be calculated by multiplying the number of shares of Restricted Stock by a fraction, in which the numerator is the number of full months the Grantee remained in the employ of the Company or any of its Subsidiaries from the Effective Date until the date of his termination and the denominator is the number of full months from the Effective Date to October 30, 2019. For the avoidance of doubt, if the Grantee’s termination of employment without Cause occurs prior to the achievement of the Performance Condition, then the prorated portion of Restricted Stock will not vest unless and until such Performance Condition is achieved prior to December 31, 2017.

7. Change in Control . If a Change in Control (as defined in the Plan) occurs, the Restricted Stock shall generally become subject to the terms and conditions of Article 16 of the Plan; provided that if this Agreement is not replaced with a Replacement Award (as defined in the Plan), then the Restricted Stock shall fully vest as of the date of the Change in Control.

8. Continuous Employment . So long as the Grantee continues to be an employee of the Company or any of its Subsidiaries, he or she shall not be considered to have experienced a break in continuous employment because of: (i) any temporary leave of absence approved in writing by the Company or such Subsidiary; or (ii) any change of duties or position (including transfer from one Subsidiary to another).

9. Issuance of Stock . As soon as practicable after lapse of the restrictions, the Company will deliver to the Grantee (or his or her beneficiary or Beneficiaries) the shares of stock to which the Grantee is entitled free and clear of any restrictions (except any applicable securities law restrictions).

10. Withholding . The Company shall withhold shares in an amount sufficient to satisfy all federal, state, and local taxes required by law to be withheld in connection with the delivery of shares of common stock granted under this Agreement, but in no event shall such amount exceed the minimum statutory withholding requirements.

11. Stockholder Rights During Vesting Period . During the period the Restricted Stock is subject to the Restrictions, the Grantee will be entitled to vote the Restricted Stock and to receive dividends declared and paid by the Company on such Restricted Stock; provided , however , that Dividends payable shall be automatically reinvested in Restricted Stock that is subject to the Restrictions and will vest solely upon the satisfaction of both of the Vesting Conditions.

12. Recoupment . If the Grantee is or has been deemed to be, or becomes, an “insider” for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Agreement will be administered in compliance with Section 10D of the Exchange Act, any applicable rules or regulations promulgated by the Securities and Exchange Commission or any national securities exchange or national securities association on which the Shares may be traded, and subject to the Company’s Executive Compensation Recoupment Policy, as amended from time to time, or any other Company policy adopted pursuant to such law, rules, or regulations and may be amended to further such purpose without the consent of the Grantee.

13. Section 83(b) Elections . The Grantee will not make an election under Section 83(b) of the Internal Revenue Code to recognize taxable ordinary income in the year the Restricted Stock is granted. The Grantee understand that by not making such an election, he or she will recognize taxable ordinary income at the time the restrictions lapse in an amount equal to the fair market value of the stock at that time.

14. Non-Transferability and Legends . The Restricted Stock has not been registered for resale under the Securities Act of 1933, as amended (the “Act”), and may not be sold, transferred or otherwise disposed of unless a registration statement under the Act with respect to the Restricted Stock has become effective or unless the Grantee establishes to the satisfaction of the Company that an exemption from such registration is available. The Restricted Stock will bear a legend stating the substance of such restrictions, as well as any other restrictions the Compensation Committee deems necessary or appropriate.

15. Termination of Agreement . This Agreement will terminate on the earliest of: (i) the date of the Grantee’s termination of employment with the Company or any of its Subsidiaries prior to the satisfaction of both Vesting Conditions, except if such termination is due to death or Disability or a termination by the Company without Cause, or (ii) the date the Restrictions lapse in accordance with the terms of this Agreement. If the Company fails to achieve the Performance Condition by December 31, 2017, this Agreement will terminate as of December 31, 2017. Any terms or conditions of this Agreement that the Company determines are reasonably necessary to effectuate its purposes will survive the termination of this Agreement.

Miscellaneous Provisions .

(a) Adjustments . In the event of a corporate event described in Section 4.5 of the Plan, the shares of Restricted Stock shall be adjusted as set forth in Section 4.5 of the Plan.

(b) Successors and Legal Representatives . This Agreement will bind and inure to the benefit of the Company and the Grantee, and their respective successors, assigns and legal representatives.

(c) Integration . This Agreement, together with the Plan, constitutes the entire agreement between the Grantee and the Company with respect to the subject matter hereof, and may not be modified, amended, renewed or terminated, nor may any term, condition or breach of any term or condition be waived, except pursuant to the terms of the Plan or by a writing signed by the person

or persons sought to be bound by such modification, amendment, renewal, termination or waiver. Any waiver of any term, condition or breach thereof will not be a waiver of any other term or condition or of the same term or condition for the future, or of any subsequent breach.

(d) Notice . Any notice relating to this grant must be in writing, which may include an electronic writing.

(e) No Employment Right Created . Nothing in this Agreement will be construed to confer upon the Grantee the right to continue in the employment or service of the Company or any of its Subsidiaries, or to be employed or serve in any particular position therewith, or affect any right which the Company or any of its Subsidiaries may have to terminate the Grantee’s employment or service with or without cause.

(f) Separability . In the event of the invalidity of any part or provision of this Agreement, such invalidity will not affect the enforceability of any other part or provision of this Agreement.

(g) Section Headings . The section headings of this Agreement are for convenience and reference only and are not intended to define, extend or limit the contents of the sections.

(h) Amendment . The terms and conditions of this Award may be modified by the Compensation Committee:

in any case permitted by the terms of the Plan or this Agreement;

with the written consent of the Grantee; or

without the consent of the Grantee if the amendment is either not materially adverse to the interests of the Grantee or is necessary or appropriate in the view of the Compensation Committee to conform with, or to take into account, applicable law, including either exemption from or compliance with any applicable tax law.

(i) Plan Administration . The Plan is administered by the Compensation Committee, which has sole and exclusive power and discretion to interpret, administer, implement and construe the Plan and this Agreement. All interpretations, determinations and decisions made by the Compensation Committee, the Board of Directors, or any of their delegates as to the provisions of this Award Agreement and the Plan shall be final, conclusive, and binding on all persons and the Grantee agrees to be bound by such interpretations, determinations and decisions.

(j) Governing Law . Except as may otherwise be provided in the Plan, this Agreement will be governed by, construed and enforced in accordance with the internal laws of the State of Ohio, without giving effect to its principles of conflict of laws. By accepting this Award, the Grantee agrees to the exclusive jurisdiction of the courts of the United States District Court for the Northern District of Ohio to adjudicate any and all claims brought with respect to the Award.

(k) Internal Revenue Code Section 409A . Notwithstanding anything in the Plan or this Agreement to the contrary, the award of Restricted Stock hereunder is intended to meet any applicable requirements for exclusion from coverage under Section 409A of the Internal Revenue Code (the “Code”) and this Agreement shall be construed and administered accordingly. However, notwithstanding anything in this Agreement to the contrary, the Company makes no representations or warranties as to the tax effects of payments made to the Grantee (or any of the Grantee’s beneficiaries) pursuant to this Agreement, and any and all tax consequences incident to such shall solely be the responsibility of the Grantee or any beneficiary.

(l) Signatures . This Agreement may be executed electronically and in counterparts, each of which shall be deemed to be an original, and when taken together shall constitute one binding agreement.

[SIGNATURE ON FOLLOWING PAGE]

The Grantee acknowledges receipt of this Performance-Earned Restricted Stock Award Agreement and accepts and agrees with the terms and conditions stated above.




			(Signature of the Grantee)
(Date)

The Company must achieve a threshold level of $240 million in enterprise-wide cash flow improvements, as determined by Compensation Committee, by December 31, 2017. Failure to meet the threshold level will result in forfeiture of all restricted stock granted under the Agreement.

2015 Incentive Compensation Plan

Performance-Earned Cash Award Agreement

THIS PERFORMANCE-EARNED CASH AWARD AGREEMENT (the “Agreement”), effective as of August 10th, 2015 (the “Effective Date”), is entered into by and between FirstEnergy Corp., an Ohio corporation, and its successors (the “Company”), and James H. Lash (the “Grantee”).

Cash Award . Subject to the terms and conditions set forth in this Agreement, the Grantee shall be entitled to receive a cash payment equal to $580,000, less any applicable withholdings or deductions (the “Cash Award”), if the following two conditions (the “Vesting Conditions”) are both satisfied: (i) the Company achieves the performance goal set forth on Exhibit A attached hereto by December 31, 2016 as certified by the Compensation Committee in writing (the “Performance Condition”) and (ii) the Grantee remains in the continuous employ of the Company or any Subsidiary until July 1, 2017.

Forfeiture . Except as otherwise provided in Sections 5 and 6 below, the Grantee will forfeit any and all interests in the Cash Award if either of the Vesting Conditions set forth in Section 4 is not satisfied.

Payment . Except as provided in Section 5 below, if both Vesting Conditions are satisfied and the Cash Award becomes payable, the Company shall pay the Grantee the Cash Award as soon as administratively practicable after July 1, 2017, but in no event later than March 15, 2018.

Certain Events . Notwithstanding any provision in this Agreement to the contrary,

Death or Disability . If the Grantee dies or incurs a Disability (as defined in the Plan) while an employee of the Company or any of its Subsidiaries and prior to July 1, 2017, the Grantee (or the Grantee’s estate) shall become entitled to receive the full Cash Award, which will be paid to the Grantee (or the Grantee’s estate) no later than sixty (60) days after the Grantee’s death or Disability.

not revoke) a general waiver and release of claims in a form approved by the Company (the “Release”), which becomes effective and irrevocable no later than sixty (60) days following the date of his termination of employment. The prorated amount, if earned, will be calculated by multiplying $580,000 by a fraction, in which the numerator is the number of full months the Grantee remained in the employ of the Company or any of its Subsidiaries from the Effective Date until the date of his termination and the denominator is the number of full months from the Effective Date to July 1, 2017. For the avoidance of doubt, if the Grantee’s termination of employment without Cause occurs prior to the achievement of the Performance Condition, then the prorated portion of the Cash Award will not vest and become payable unless and until such Performance Condition is achieved prior to December 31, 2016. If the Grantee’s employment terminates before the Performance Condition is achieved, payment made pursuant to this Section 5(b) shall be made as soon as administratively practicable after the Performance Condition is achieved; provided that the Release is effective and irrevocable. If the Grantee’s employment terminates after the Performance Condition has been achieved, the payment under this Section 5(b) shall be made as soon as administratively practicable after the Release is effective and irrevocable. Notwithstanding the foregoing, in no event shall the payment be made more than two and half months following the year in which the payment vests and becomes payable.

6. Change in Control . If a Change in Control (as defined in the Plan) occurs, the Cash Award shall generally become subject to the terms and conditions of Article 16 of the Plan; provided that if this Agreement is not replaced with a Replacement Award (as defined in the Plan), then the Grantee shall become entitled to receive the full amount of the Cash Award no later than thirty (30) days following the date of the consummation of the Change in Control.

7. Continuous Employment . So long as the Grantee continues to be an employee of the Company or any of its Subsidiaries, he or she shall not be considered to have experienced a break in continuous employment because of: (i) any temporary leave of absence approved in writing by the Company or such Subsidiary; or (ii) any change of duties or position (including transfer from one Subsidiary to another).

8. Withholding . The Company shall withhold an amount sufficient to satisfy all federal, state, and local taxes required by law to be withheld in connection with payment of the Cash Award granted under this Agreement, but in no event shall such amount exceed the minimum statutory withholding requirements.

9. Recoupment . If the Grantee is or has been deemed to be, or becomes, an “insider” for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Agreement will be administered in compliance with Section 10D of the Exchange Act, any applicable rules or regulations promulgated by the Securities and Exchange Commission or any national securities exchange or national securities association on which the Company’s common

stock may be traded, and subject to the Company’s Executive Compensation Recoupment Policy, as amended from time to time, or any other Company policy adopted pursuant to such law, rules, or regulations and may be amended to further such purpose without the consent of the Grantee.

10. Termination of Agreement . This Agreement will terminate on the earliest of: (i) the date of the Grantee’s termination of employment with the Company or any of its Subsidiaries prior to July 1, 2107, except if such termination is due to death or Disability or a termination by the Company without Cause, or (ii) the date any earned Cash Award is paid to the Grantee. If the Company fails to achieve the Performance Condition prior to December 31, 2016, this Agreement will terminate as of December 31, 2016. Any terms or conditions of this Agreement that the Company determines are reasonably necessary to effectuate its purposes will survive the termination of this Agreement.

Miscellaneous Provisions .

(a) Successors and Legal Representatives . This Agreement will bind and inure to the benefit of the Company and the Grantee, and their respective successors, assigns and legal representatives.

(b) Integration . This Agreement, together with the Plan, constitutes the entire agreement between the Grantee and the Company with respect to the subject matter hereof, and may not be modified, amended, renewed or terminated, nor may any term, condition or breach of any term or condition be waived, except pursuant to the terms of the Plan or by a writing signed by the person or persons sought to be bound by such modification, amendment, renewal, termination or waiver. Any waiver of any term, condition or breach thereof will not be a waiver of any other term or condition or of the same term or condition for the future, or of any subsequent breach.

(d) No Employment Right Created . Nothing in this Agreement will be construed to confer upon the Grantee the right to continue in the employment or service of the Company or any of its Subsidiaries, or to be employed or serve in any particular position therewith, or affect any right which the Company or any of its Subsidiaries may have to terminate the Grantee’s employment or service with or without cause.

(e) Separability . In the event of the invalidity of any part or provision of this Agreement, such invalidity will not affect the enforceability of any other part or provision of this Agreement.

(f) Section Headings . The section headings of this Agreement are for convenience and reference only and are not intended to define, extend or limit the contents of the sections.

(g) Amendment . The terms and conditions of this Award may be modified by the Compensation Committee:

in any case permitted by the terms of the Plan or this Agreement;

with the written consent of the Grantee; or

(h) Plan Administration . The Plan is administered by the Compensation Committee, which has sole and exclusive power and discretion to interpret, administer, implement and construe the Plan and this Agreement. All interpretations, determinations and decisions made by the Compensation Committee, the Board of Directors, or any of their delegates as to the provisions of this Award Agreement and the Plan shall be final, conclusive, and binding on all persons and the Grantee agrees to be bound by such interpretations, determinations and decisions.

(i) Governing Law . Except as may otherwise be provided in the Plan, this Agreement will be governed by, construed and enforced in accordance with the internal laws of the State of Ohio, without giving effect to its principles of conflict of laws. By accepting this Award, the Grantee agrees to the exclusive jurisdiction of the courts of the United States District Court for the Northern District of Ohio to adjudicate any and all claims brought with respect to the Award.

(j) Internal Revenue Code Section 409A . Notwithstanding anything in the Plan or this Agreement to the contrary, the award of Cash Award hereunder is intended to meet any applicable requirements for exclusion from coverage under, or comply with, Section 409A of the Internal Revenue Code (the “Code”) and this Agreement shall be construed and administered accordingly. However, notwithstanding anything in this Agreement to the contrary, the Company makes no representations or warranties as to the tax effects of payments made to the Grantee (or any of the Grantee’s beneficiaries) pursuant to this Agreement, and any and all tax consequences incident to such shall solely be the responsibility of the Grantee or any beneficiary.

(k) Signatures . This Agreement may be executed electronically and in counterparts, each of which shall be deemed to be an original, and when taken together shall constitute one binding agreement.

[SIGNATURE ON FOLLOWING PAGE]

The Grantee acknowledges receipt of this Performance-Earned Cash Award Agreement and accepts and agrees with the terms and conditions stated above.




			(Signature of the Grantee)
(Date)

The Company must achieve a threshold level of $73 million in cash flow improvements at FirstEnergy Generation, as determined by Compensation Committee, by December 31, 2016. Failure to meet the threshold level will result in forfeiture of the cash award granted under the Agreement.


(iii)	without the consent of the Grantee if the amendment is either not materially adverse to the interests of the Grantee or is necessary or appropriate in the view of the Compensation Committee to conform with, or to take into account, applicable law, including either exemption from or compliance with any applicable tax law.