|
Exhibit
10.69
RESTRICTED STOCK AWARD
AGREEMENT
This Restricted Stock
Award Agreement (the “Agreement”) has been made as
of February 1, 2006 , (the “Date of Award”)
between DUKE ENERGY CORPORATION, a North Carolina corporation, with
its principal offices in Charlotte, North Carolina (the
“Corporation”), and Henry B. Barron, Jr (the
“Grantee”).
RECITALS
Under the Duke Energy
Corporation 1998 Long-Term Incentive Plan as amended, and as it
may, from time to time, be further amended (the
“Plan”), the Compensation Committee of the Board of
Directors of the Corporation (the “Committee”), or its
delegatee, has determined the form of this Agreement and selected
the Grantee, as an Employee, to receive the Award evidenced by this
Agreement (the “Award”) and the shares of Duke Energy
Corporation Common Stock (“Common Stock”) that are
subject hereto. The applicable provisions of the Plan are
incorporated in this Agreement by reference, including the
definitions of terms contained in the Plan.
RESTRICTED STOCK
AWARD
In accordance with the terms
of the Plan, the Corporation has made this Award and concurrently
has issued or transferred to the Grantee shares of Common Stock,
effective as of the Date of Award and upon the following terms and
conditions:
Section 1.
Number of Shares . The number of shares of Common
Stock issued or transferred under this Award and subject to that
Agreement is forty thousand (40,000) .
Section 2.
Rights of the Grantee as Shareholder . The Grantee,
as the owner of record of the shares of Common Stock subject to
this Agreement, is entitled to all the rights of a shareholder of
the Corporation, including the right to vote, the right to receive
cash or stock dividends, and the right to receive shares in any
recapitalization of the Corporation, subject, however, to the
restrictions stated in this Agreement and to the restrictions
referred to in the legend, if any, that appears on the back of each
certificate representing shares of Common Stock subject to this
Agreement. If the Grantee receives any additional shares by reason
of being the owner of record of the shares of Common Stock subject
to this Agreement or of such additional shares previously
distributed to the Grantee, all the additional shares shall be
subject to this Agreement.
Section 3.
Period of Restriction. The “Period of
Restriction” under this Award with respect to any share of
Common Stock subject to this Agreement shall commence on the Date
of Award and expire upon the vesting of such share as provided in
Section 4.
Section 4
. Vesting of Shares .
| |
a. |
Provided Grantee’s continuous employment by the
Corporation, including Subsidiaries, has not terminated, 100% of
the shares of Common Stock subject to this Agreement shall become
vested on February 1, 2011. |
| |
b. |
In the event that, prior to the date for vesting specified in
Section 4.a., the Grantee’s continuous employment by the
Corporation, including Subsidiaries, terminates, the shares of
Common Stock subject to this Agreement are thereupon forfeited,
except that if such employment terminates (i) as the result of
the Grantee’s death, (ii) as the result of the
Grantee’s permanent and total disability within the meaning
of Code Section 22(e)(3), or (iii) as the result of the
termination of such employment by the Corporation, or employing
Subsidiary, unless such termination is for cause, as determined by
the Corporation or employing Subsidiary, in its sole discretion,
the shares of Common Stock subject to this Agreement shall vest
upon such termination, at such vesting percentage determined by the
Committee, or its delegatee, in its sole discretion, by prorating
on the basis of the portion of the period commencing on the Date of
Award and ending on the date for vesting specified in
Section 4.a., during which such employment continued while
Grantee was entitled to payment of salary. In such event, any
shares of Common Stock subject to this Agreement that do not become
vested pursuant to the preceding sentence shall be
forfeited. |
Section 5.
Conditions During Period of Restriction . During the
Period of Restriction the following conditions must continue to be
satisfied:
| |
a. |
the employment of the Grantee with the Corporation, including
Subsidiaries, must not terminate for any reason, except as
otherwise provided in Section 4; |
| |
b. |
the Grantee must not, voluntarily or involuntarily, sell or
otherwise transfer, assign, or subject to any encumbrance, pledge,
or charge the nonvested shares of Common Stock subject to this
Agreement; and |
| |
c. |
the Grantee must not exercise any dissenter’s rights with
respect to the shares of Common Stock subject to this Agreement
that are otherwise available under any provisions of the North
Carolina Business Corporation Act. |
Section 6.
Consequences of Failure to Satisfy Conditions . The
following shall be the consequences of Grantee’s failure to
satisfy the conditions in Section 5 during the Period of
Restriction:
| |
a. |
If the
condition of Section 5.a. is not satisfied, either by act of
the Grantee or otherwise, (i) the Grantee will forfeit the
nonvested shares of Common Stock subject to this Agreement,
(ii) the Grantee will assign and transfer the
|
2
| |
certificates evidencing
ownership of such nonvested shares to the Corporation,
(iii) all interest of the Grantee in such nonvested shares
shall terminate, and (iv) the Grantee shall cease to be a
shareholder with respect to such nonvested shares.
|
| |
b. |
Any attempted sale or otherwise transfer, assignment,
encumbrance, pledge, or charge of the nonvested shares of Common
Stock subject to this Agreement in violation of the condition in
Section 5.b., whether voluntary of involuntary, shall be
ineffective and the Corporation shall not be required to transfer
the nonvested shares. |
| |
c. |
Any attempted exercise of dissenter’s rights in violation
of the condition in Section 5.c. shall be ineffective and the
Corporation may disregard any purported notice of exercise of
dissenter’s rights by the Grantee during the Period of
Restriction with respect to the nonvested shares |
|
