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Exhibit
10.65
RETENTION AWARD
AGREEMENT
THIS RETENTION AWARD
AGREEMENT (the “Agreement”), effective as of
April 4, 2006 (the “Date of Grant”), is made by
and between Duke Energy Corporation (“Duke Energy”), a
Delaware corporation, and James Turner (the
“Employee”), an employee of Duke Energy Corporation or
one of its directly or indirectly held majority or greater-owned
subsidiaries or affiliates (collectively referred to herein as the
“Company”).
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(a) |
Grant of Retention Award . In consideration of
Employee’s service for the Company, Duke Energy hereby grants
to the Employee the opportunity to earn a retention award (the
“Retention Award”) pursuant to the terms of this
Agreement. |
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(b) |
Vesting Schedule . Subject to earlier forfeiture
as described below, the Retention Award shall become fully vested
in its entirety if the Employee is continuously employed by the
Company from the Date of Grant until the earliest to occur of the
following dates (i) April 4, 2008, (ii) the date of
the Employee’s death, (iii) the date on which the
Company terminates the Employee’s employment other than for
Cause, if such termination occurs during the two-year period
following the occurrence of a Change in Control, (iv) the date
on which the Employee voluntarily terminates employment for Good
Reason, if such termination occurs during the two-year period
following the occurrence of a Change in Control. Where used herein,
the terms “Cause,” “Good Reason” and
“Change in Control” shall have the meanings given to
such terms in Section 9 hereof. |
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(c) |
Forfeiture of Retention Award . The Employee
shall forfeit his or her Retention Award in its entirety if he or
she ceases to remain continuously employed by the Company until the
date on which the Retention Award vests in accordance with
Section 1(b) hereof. The Employee also shall forfeit his or
her Retention Award if he or she (i) receives severance
benefits under any agreement other than this Agreement as a result
of termination of employment following the Date of Grant and prior
to the applicable vesting date described in Section 1(b)
hereof or (ii) does not timely execute any waiver of claims in
accordance with the Company’s request as a condition to
receiving payment for his or her Retention Award. |
| 2. |
Payment
of Earned Retention Award . Except as otherwise provided
herein, in the event that the Retention Award becomes fully vested
in accordance with Section 1(b), the Employee shall be
entitled to receive a lump sum cash payment equal to $900,000. Such
payment shall be made as soon as administratively practicable
following the date on which the Retention Award becomes
vested.
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The Company shall have the
right to deduct from all payments made to the Employee pursuant to
this Agreement such federal, state, local or other taxes as are, in
the reasonable opinion of the Company, required to be withheld by
the Company with respect to such payment.
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| 3. |
Transferability . The contingent rights set forth
in this Agreement are not transferable otherwise than by will or
the laws of descent and distribution. |
| 4. |
No Right to Continued Employment . Solely for
purposes of this Agreement, Employee shall be deemed to be employed
by the Company during all periods in which he or she is receiving
benefits under any Company-sponsored short-term or long-term
disability plan or program; provided, however, that nothing in this
Agreement shall restrict the right of the Company to terminate the
Employee’s employment at any time with or without
cause. |
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Successors . The terms of this Agreement shall be
binding upon and inure to the benefit of Duke Energy Corporation,
its successors and assigns, and the Employee and the
Employee’s beneficiaries, executors, administrators, heirs
and successors. |
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Miscellaneous . The invalidity or
unenforceability of any particular provision of this Agreement
shall not affect the other provisions of this Agreement, and this
Agreement shall be construed in all respects as if such invalid or
unenforceable provision has been omitted. The hea |
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