**Exhibit10-e**

 

**TEMPLATE**

 

**RESTRICTEDSTOCK AGREEMENT FOR**

**EMPLOYEESUNDER THE CINERGY CORP.**

**1996LONG-TERM INCENTIVE COMPENSATION PLAN**

 

THIS RESTRICTEDSTOCK AGREEMENT (the “Agreement”), dated effective as of                               (the “Date of Grant”), is made by and between Cinergy Corp., a Delawarecorporation, and                               (the “Employee”), an employee of Cinergy Corp. or one of its directly orindirectly held majority or greater-owned subsidiaries (collectively referredto herein as the “Company”).

 

WHEREAS, CinergyCorp. has adopted the Cinergy Corp. 1996 Long-Term Incentive Compensation Plan,as amended from time to time (the “Plan”), pursuant to which the Employee hasbeen granted the right, contingent upon the Employee satisfying certain vestingrequirements, to receive shares of Cinergy Corp. common stock, with par valueof $0.01 per share (“Common Stock”), on the terms set forth in this Agreement;and

 

WHEREAS, the partiesdesire to enter into this Agreement to set forth their understandings withrespect to the Common Stock described in this Agreement, such Common Stocksometimes referred to herein as “Restricted Stock.”

 

NOW, THEREFORE, inconsideration of the recitals and the mutual agreements contained in thisAgreement, the parties agree as follows:

 

**1.****                                      Grantof Restricted Stock. **Cinergy Corp. hereby grants to the Employeeas of the Date of Grant             shares of Restricted Stock (the “Restricted Stock”) subject to and upon theterms, conditions and restrictions set forth in this Agreement and thePlan.  The Restricted Stock shall be fully paid and nonassessable.

 

**2.****                                      Restrictionson Restricted Stock. **The Restricted Stock shall be subject to thefollowing terms, conditions and restrictions:

 

(a)                                  Subjectto the restrictions set forth in the Plan and this Agreement, the Employeeshall possess all incidents of ownership of the Restricted Stock.

 

(b)                                 TheRestricted Stock, and the Employee’s interest therein, may not be sold,exchanged, assigned, transferred, pledged, hypothecated, encumbered orotherwise disposed of by the Employee, except to the Company, until theRestricted Stock has become vested as provided in Section 2(c) hereof;provided, however, that the Employee’s rights with respect to theRestricted Stock may be transferred by will or pursuant to the laws of descentand distribution. Any purported transfer or encumbrance in violation of thisAgreement shall be void, and the other party to any such purported transactionshall not obtain any right or interest in the Common Stock.

 

(c)                                  Subjectto earlier forfeiture as described in Section 2(d) hereof, theRestricted Stock shall vest on                               ,provided that the Employee has been continuously employed with the Company asof such date [and the Committee (as defined in the Plan) determines as of suchdate that all of the performance measures set forth in Section 2(e) (the“Performance Measures”) have been satisfied in full.] Notwithstanding thepreceding sentence, the Restricted Stock shall immediately vest in full[(without regard to whether the Performance Measures have been satisfied)] ifEmployee has been continuously employed with the Company until the first tooccur of the following events (provided that such events occur on or prior to                               ):(i) the Employee’s death, (ii) the

 

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Employee’s disability (asthat term is defined in the Cinergy Corp. Long-Term Disability Plan) or, (iii) duringthe two-year period beginning on the “Cinergy Effective Time,” as such term isused in the Agreement and Plan of Merger by and among Duke Energy Corporation,Cinergy Corp., Deer Holding Corp., Deer Acquisition Corp. and CougarAcquisition Corp., dated May 8, 2005, either the Company terminates theEmployee’s employment for reasons other than Cause or the Employee terminateshis or her employment with the Company for Good Reason.(1)

 

(d)                                 TheEmployee shall forfeit his or her Restricted Stock in its entirety if he or sheceases to remain continuously employed by the Company until the date on whichthe Restricted Stock vests in accordance with Section 2(c) hereof. Inthe event of forfeiture, the certificate(s) representing the Restricted Stockcovered by this Agreement shall be transferred to and reacquired by the Companyat no cost to the Company.

 

(e)                                  Forpurposes of this Agreement, the following terms shall have the followingmeanings:

 

(i)                                     Forpurposes of this Agreement, the terms “Cause” and “Good Reason” shall have themeaning given to such terms in the most recent employment agreement, asamended, in effect for the Employee.

 

(ii)                                  “PerformancePeriod” shall mean the period beginning on                                   and ending on                                   .

 

(iii)                               “PerformanceMeasures” shall be as follows:  [InsertPerformance Measures]

 

**3.****                                      Certificate;Restrictive Legend.**  The Employee agrees that the Restricted Stockshall be represented by a certificate or certificates registered in theEmployee’s name and endorsed with an appropriate legend referring to therestrictions set forth in this Agreement.

 

**4.****                                      Retention ofStock Certificate; Dividends.**

 

(a)                                  Thecertificate(s) representing the Restricted Stock shall be held in custody bythe Company or its agent until those shares have become vested in accordancewith Section 2(c) of this Agreement.  The Employee herebyappoints the Company, with full power of substitution, as the Employee’s trueand lawful attorney-in-fact with irrevocable power and authority in the name andon behalf of the Employee to take any action and execute all documents andinstruments, including, without limitation, stock powers which may be necessaryto transfer the certificate or certificates evidencing such forfeited shares tothe Company upon such forfeiture.

 

(b)                                 Exceptas otherwise provided herein, from and after the Date of Grant, the Employeeshall have all rights of a shareholder with respect to the Restricted Stock,including the right to vote the Restricted Stock [and receive any dividends;][, but during the period commencing on                               and ending on the date the Restricted Stock becomes fully vested, any dividendsthat would have been paid to the Employee if he or she had held the RestrictedStock during such period and such stock had not been subject to forfeitureprovisions will be retained by the Company and will be subject to theprovisions set forth in Section 2; if the Restricted Stock becomes vestedas provided herein, the Company shall transfer to the Employee within thirtydays after such vesting date additional Common Stock having a fair market valueon the date of transfer equal to the dividends retained with respect to theRestricted Stock;] provided, however, that any additional CommonStock or other securities that the Employee may become entitled to

 

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(1)          Thevesting events for restricted stock vary for each participant.  Some restricted stock grants incorporate acliff vesting schedule while others use a graded vesting schedule.  The restricted stock grants incorporate someor all of the items set forth inSection 2(c).

 

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receive pursuant to astock dividend, stock split, combination of shares, recapitalization, merger,consolidation, separation or reorganization or any other change in the capitalstructure of the Company shall be subject to the same restrictions as theRestricted Stock covered by this Agreement.

 

**5.****                                      IncomeTaxes. **The Employee shall pay to the Company promptly uponrequest, and in any event at the time the Employee recognizes taxable income inrespect of the Restricted Stock, an amount equal to the taxes the Companydetermines it is required to withhold under applicable tax laws with respect tothe Restricted Stock.  Such payment shall be made in the form of cash,shares of Common Stock already owned or withholding from shares otherwisetransferable upon the lapse of restrictions, or in a combination of suchmethods, as determined by the Employee.  The Employee shall promptlynotify the Company of any election made by the Employee pursuant to Section 83(b) ofthe Code.

 

**6.**                                      **Incorporation by Reference. **Theprovisions of the Plan are incorporated into this Agreement by reference. ThisAgreement shall be construed in accordance with the provisions of the Plan andsuch regulations as may from time to time be adopted by the Committee. Anycapitalized terms not otherwise defined in this Agreement shall have thedefinitions set forth in the Plan. The Committee shall have final authority tointerpret and construe the Plan and this Agreement and to make any and alldeterminations thereunder, and its decision shall be binding and conclusiveupon the Employee and his or her legal representative in respect of anyquestions arising under the Plan, or this Agreement. In the event of anyconflict between the provisions of the Plan and the provisions of thisAgreement, the terms, conditions and provisions of the Plan shall control, andthis Agreement shall be deemed to be modified accordingly. By signing this Agreement,the Employee acknowledges that he or she has received a copy of the Plan andthis Agreement and has had an opportunity to review the Plan and this Agreementand agrees to be bound by all the terms and provisions of the Plan and thisAgreement.

 

**7.****                                      Noticesand Electronic Delivery and Signature. **Except as otherwiseprovided by the Company from time to time, any and all notices, designations,consents, offers, acceptances and any other communications provided for in thisAgreement shall be given in writing and shall be delivered either personally orby registered or certified mail, postage prepaid, which shall be addressed, inthe case of Cinergy Corp., to Cinergy Corp., 139 East Fourth Street,Cincinnati, Ohio 45202, Attention: Manager, Compensation, or such other addressor in accordance with such other procedure as the Company may, from time totime, specify, and in the case of the Employee, to the Employee’s addressappearing on the books of the Company, or to the Employee’s residence or tosuch other address as may be designated in writing by theEmployee. Notwithstanding the foregoing, the Employee hereby consents andagrees to electronic delivery of any Plan documents, proxy materials, annualreports and other related documents, including all materials required to bedistributed pursuant to applicable securities laws.  If the Companyestablishes procedures for an electronic signature system for delivery andacceptance of Plan documents (including documents relating to any programsadopted under the Plan), the Employee hereby consents to such procedures andagrees that his or her electronic signature is the same as, and shall have thesame force and effect as, his or her manual signature.  The Employeeconsents and agrees that any such procedures and delivery may be effected by athird party engaged by the Company to provide administrative services relatedto the Plan, including any program adopted under the Plan.  The Employeeunderstands that, unless earlier revoked by the Employee, this consent shall beeffective for the duration of the Agreement and that he or she shall have theright at any time to request written copies of any and all materials referredto above.

 

**8.****                                      NoRight to Continued Employment. **Nothing in the Plan or in thisAgreement shall confer upon the Employee any right to continue in the employ ofthe Company or shall interfere with or restrict in any way the right of theCompany, which is hereby expressly reserved, to remove, terminate or dischargethe Employee at any time for any reason whatsoever, with or without Cause.

 

**9.****                                      Successors. **Theterms of this Agreement shall be binding upon and inure to the benefit ofCinergy

 

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Corp., its successors andassigns, and on the Employee and the beneficiaries, executors, administrators,heirs, and successors of the Employee.

 

**10.****                               InvalidProvision. **The invalidity or unenforceability of any particularprovision of this Agreement shall not affect the other provisions of thisAgreement, and this Agreement shall be construed in all respects as if suchinvalid or unenforceable provision has been omitted.

 

**11.****                               Modifications. **No change, amendment, modification orwaiver of any provision of this Agreement shall be valid unless the same is inwriting and signed by the parties.

 

**12.****                               EntireAgreement. **This Agreement and the Plan contain the entireagreement and understanding of the parties with respect to the subject mattercontained in this Agreement, and supersede all prior communications,representations and negotiations in respect thereto.

 

**13.****                               GoverningLaw.**  This Agreement and the Employee’s rights under it shall beconstrued and determined in accordance with the laws of the state of Delaware.

 

**14.****                               Headings. **Theheadings of the Sections of this Agreement are provided for convenience onlyand are not to serve as a basis for interpretation or construction, and shallnot constitute a part of this Agreement.

 

**15.****                               Counterparts. **ThisAgreement may be executed in counterparts, each of which shall be deemed an original,but all of which together shall constitute one and the same instrument.

 

**16.****                               Compliancewith Law.**  The Company shall make reasonable efforts to complywith all applicable federal and state securities laws; provided, however,notwithstanding any other provision of this Agreement, the Company shall not beobligated to deliver any Common Stock pursuant to this Agreement if thedelivery thereof would result in a violation of any such law.

 

IN WITNESSWHEREOF, this Agreement has been executed and delivered by the parties as ofthe             day of                               ,          .

 
| EMPLOYEE   | CINERGY CORP. |
|------------|---------------|
|       |          |
|       |          |
| Signature: |          |   | By: |   |   |
|            |               |  |  |  |  |

 

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