Exhibit 10.1


 


PHANTOM
STOCK AWARD AGREEMENT


This Phantom Stock  Award Agreement (the “Agreement”) has been made as of March 2, 2007, (the “Date of Grant”) between Duke Energy Corporation, a Delaware corporation, with its
principal offices in Charlotte, North Carolina (the “Corporation”), and                
(the “Grantee”).


RECITALS


Under the Duke Energy Corporation 2006 Long-Term
Incentive Plan, 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 Phantom Stock units and tandem Dividend Equivalents 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 (unless such terms are otherwise defined
herein).


AWARD


In accordance with the Plan, the Corporation has
made this Award, effective as of the Date of Grant and upon the following terms
and conditions:


Section 1.              Number and Nature of Phantom Stock Units and Tandem
Dividend Equivalents.  The number of Phantom Stock
units and the number of tandem Dividend Equivalents subject to this Award are
each                  
 (         ).  Each Phantom Stock unit, upon becoming vested
before its expiration, represents a right to receive payment in the form of one
(1) share of Common Stock.  Each tandem
Dividend Equivalent represents a right to receive cash payments equivalent to
the amount of cash dividends declared and paid on one (1) share of Common Stock
after the Date of Grant and before the Dividend Equivalent expires.  Phantom Stock units and Dividend Equivalents
are used solely as units of measurement, and are not shares of Common Stock and
the Grantee is not, and has no rights as, a shareholder of the Corporation by
virtue of this Award.


Section 2.              Vesting
of Phantom Stock Units.  The
specified percentage of the Phantom Stock units subject to this Award, and not
previously forfeited, shall vest, with such percentage considered satisfied to
the extent such Phantom Stock units have previously vested, as follows:











(a)           Upon Grantee remaining continuously employed by the
Corporation, including Subsidiaries, through the specified anniversary of the
Date of Grant,




	
  Vesting Percentage

  	
   

  	
  Anniversary

  
	
   

  	
   

  	
   

  
	
  33—1/3%

  	
   

  	
  1st

  
	
  66—2/3%

  	
   

  	
  2nd

  
	
  100%

  	
   

  	
  3rd

  






 


For purposes of vesting under this Section 2(a), if such employment
terminates at a time when Grantee has attained age 55 and has at least five
years of vesting service under the Duke Energy Retirement Cash Balance Plan or
Cinergy Corp. Non-Union Employees’ Pension Plan, or under another retirement
plan of the Corporation or Subsidiary which plan the Committee, or the
delegatee, in its sole discretion, determines to be the functional equivalent
of the Duke Energy Retirement Cash Balance Plan or Cinergy Corp. Non-Union
Employees’ Pension Plan, Grantee shall be considered to have “retired” and such
employment shall be considered to continue, with continued vesting under this
Section 2(a), unless the Committee or its delegatee, in its sole discretion,
determines that Grantee is in violation of any obligation identified in Section
3, in which case any such Phantom Stock units not previously vested, or vested
by application of the following sentence shall be forfeited, or unless the
Grantee dies, in which case the Phantom Stock units subject to this Award shall
vest in accordance with the following sentences.  If such employment terminates (i) as the
result of Grantee’s death or (ii) as the result of Grantee’s permanent and
total disability within the meaning of Code Section 22(e)(3), all Phantom Stock
units subject to this Award, which units have not previously been forfeited or
vested, immediately shall become fully vested. 
If such employment terminates (i) as the result of termination of such
employment by the Corporation, or employing Subsidiary, other than for cause,
as determined by the Committee or its delegatee or (ii) as the direct and sole
result, as determined by the Committee or its delegatee, in its sole
discretion, of the divestiture of assets, a business or a company, by the Corporation
or a Subsidiary, the Phantom Stock units subject to this Award shall vest at
such vesting percentage determined by the Committee or its delegatee, in its
sole discretion, by prorating from the above schedule to reflect only that
portion of the period beginning on the Date of Grant and ending with the third
(3rd) anniversary of the Date of Grant during
which such employment continued while Grantee was entitled to payment of
salary, and any such Phantom Stock units not then or previously vested shall be
forfeited.


In the event that at a time when vesting would otherwise occur under
this Section 2(a), Grantee is on an employer-approved, personal leave of
absence, then, unless prohibited by law, vesting shall be postponed and shall
not occur unless and until Grantee returns to active service in accordance with
the terms of the 











approved personal leave of absence and before the second anniversary of
the commencement of such leave of absence; unless the Committee or delegatee
determines otherwise, in the event Grantee does not return to active service
from such leave of absence prior to the second anniversary of the commencement
of such leave of absence, any Phantom Stock units covered by this Award that
were not vested as of the commencement of such leave shall be immediately
forfeited (as if Grantee terminated employment for purposes of Section 4
hereof).


(b)           100%,
if, following the occurrence of a Change in Control and before the second
anniversary of such occurrence, such employment is terminated involuntarily,
and not for cause, by the Corporation, or employing Subsidiary, as determined
by the Committee or its delegatee in its sole discretion, other than under
circumstances described in the second sentence of Section 2(a).


Section 3.              Violation of Grantee Obligation.  In consideration of the continued vesting
opportunity provided under Section 2 following the termination of Grantee’s
continuous employment by the Corporation, including Subsidiaries, if Grantee is
considered “retired”, Grantee agrees that during the period beginning with such
termination of employment and ending with the third anniversary of the Date of
Grant (“Restricted Period”), Grantee shall not (i) without the prior written
consent of the Corporation, or its delegatee, become employed by, serve as a
principal, partner, or member of the board of directors of, or in any similar
capacity with, or otherwise provide service to, a competitor, to the detriment
of the Corporation or any Subsidiary, or (ii) violate any of Grantee’s other
noncompetition obligations, or any of Grantee’s nonsolicitation or
nondisclosure obligations, to the Corporation or any Subsidiary.  The noncompetition obligations of clause (i)
of the preceding sentence shall be limited in scope and shall be effective only
to competition with the Corporation or any Subsidiary in the businesses
of:  production, transmission,
distribution, or retail or wholesale marketing or selling of electricity;
resale or arranging for the purchase or for the resale, brokering, marketing,
or trading of electricity or derivatives thereof; energy management and the
provision of energy solutions; development and management of fiber optic
communications systems; development and operation of power generation
facilities, and sales and marketing of electric power, domestically and abroad;
and any other business in which the Corporation, including Subsidiaries, is
engaged at the termination of Grantee’s continuous employment by the
Corporation, including Subsidiaries; and within the following geographical areas
(i) any country in the world where the Corporation, including Subsidiaries, has
at least US$25 million in capital deployed as of termination of Grantee’s
continuous employment by Corporation, including Subsidiaries; (ii) the
continent of North America; (iii) the United States of America and Canada; (iv)
the United States of America; (v) the states of North Carolina, South Carolina,
Virginia, Georgia, Florida, Texas, California, Massachusetts, Illinois,
Michigan, New York, Colorado, Oklahoma and Louisiana; (vi) the states of North
Carolina, South Carolina, Texas, Colorado, Ohio, 











Kentucky, and Indiana; and (vii) any state or states with respect to
which was conducted a business of the Corporation, including Subsidiaries,
which business constituted a substantial portion of Grantee’s employment.  The Corporation and Grantee intend the above
restrictions on competition in geographical areas to be entirely severable and
independent, and any invalidity or enforceability of this provision with respect
to any one or more of such restrictions, including areas, shall not render this
provision unenforceable as applied to any one or more of the other
restrictions, including areas.  If any
part of this provision is held to be unenforceable because of the duration,
scope or area covered, the Corporation and Grantee agree to modify such part,
or that the court making such holding shall have the power to modify such part,
to reduce its duration, scope or area, including deletion of specific words and
phrases, i.e., “blue penciling”, and in its modified, reduced or blue pencil
form, such part shall become enforceable and shall be enforced.  Nothing in Section 3 shall be construed to
prohibit Grantee being retained during the Restricted Period in a capacity as
an attorney licensed to practice law, or to restrict Grantee providing advice
and counsel in such capacity, in any jurisdiction where such prohibition or
restriction is contrary to law.


Section 4.              Forfeiture/Expiration.  Any Phantom Stock unit subject
to this Award shall be forfeited upon the termination of Grantee’s continuous
employment by the Corporation, including Subsidiaries, from the Date of Grant,
except to the extent otherwise provided in Section 2, and, if not previously
vested and paid, or deferred, or forfeited, shall expire immediately before the
tenth anniversary of the Date of Grant. 
Any Dividend Equivalent subject to this Award shall expire at the time
the unit of Phantom Stock with respect to which the Dividend Equivalent is in
tandem (i) is vested and paid, or deferred, (ii) is forfeited, or (iii)
expires.


Section 5.              Dividend
Equivalent Payments.  Payments
with respect to any Dividend Equivalent subject to this Award shall be paid in
cash to the Grantee as soon as practicable following any time cash dividends
are declared and paid with respect to the Common Stock on or after the Date of
Grant and before the Dividend Equivalent expires.  However, should the timing of a particular
payment under Section 6 to the Grantee in shares of Common Stock in conjunction
with the timing of a particular cash dividend declared and paid on Common Stock
be such that the Grantee receives such shares without the right to receive such
dividend and the Grantee would not otherwise be entitled to payment under the
expiring Dividend Equivalent with respect to such dividend, the Grantee,
nevertheless, shall be entitled to such payment.  Dividend Equivalent payments shall be subject
to withholding for taxes.


Section 6.              Payment of Phantom Stock Units.  Payment of Phantom Stock units subject to this Award shall
be made to the Grantee as soon as practicable following the time such units
become vested in accordance with Section 2 prior to their expiration but in no
event later than 30 days following 











such vesting, except to the extent deferred by Grantee in accordance
with such procedure as the Committee, or its delegatee, may prescribe.  Payment shall be subject to withholding for
taxes.  Payment shall be in the form of
one (1) share of Common Stock for each full vested unit of Phantom Stock and
any fractional vested unit of Phantom Stock shall be made in a cash amount
equal in value to the shares of Common Stock that would otherwise be paid,
valued at Fair Market Value on the date the respective Phantom Stock units
became vested, or if later, payable. 
Notwithstanding the foregoing, the number of shares of Common Stock that
would otherwise be paid (valued at Fair Market Value on the date the respective
unit of Phantom Stock became vested, or if later, payable) shall be reduced by
the Committee, or its delegatee, in its sole discretion, to fully satisfy tax
withholding requirements.  In the event
that payment, after any such reduction in the number of shares of Common Stock
to satisfy withholding for tax requirements, would be less than ten (10) shares
of Common Stock, then, if so determined by the Committee, or its delegatee, in
its sole discretion, payment, instead of being made in shares of Common Stock,
shall be made in a cash amount equal in value to the shares of Common Stock
that would otherwise be paid, valued at Fair Market Value on the date the
respective Phantom Stock units became vested, or if later, payable.


Section 7.              No
Employment Rights.  Nothing in this Agreement or in the Plan shall
confer upon the Grantee the right to continued employment by the Corporation or
any Subsidiary, or affect the right of the Corporation or any Subsidiary to
terminate the employment or service of the Grantee at any time for any reason.


Section 8.              Nonalienation.  The Phantom Stock units and
Dividend Equivalents subject to this Award are not assignable or transferable
by the Grantee.  Upon any attempt to
transfer, assign, pledge, hypothecate, sell or otherwise dispose of any such
Phantom Stock unit or Dividend Equivalent, or of any right or privilege conferred
hereby, or upon the levy of any attachment or similar process upon such Phantom
Stock unit or Dividend Equivalent, or upon such right or privilege, such
Phantom Stock unit or Dividend Equivalent or right or privilege, shall
immediately become null and void.


Section 9.              Determinations.  Determinations
by the Committee, or its delegatee, shall be final and conclusive with respect
to the interpretation of the Plan and this Agreement.


Section 10.            Governing Law.  The validity and construction of
this Agreement shall be governed by the laws of the state of Delaware
applicable to transactions taking place entirely within that state.


Section 11.            Conflicts with Plan, Correction
of Errors, and Grantee’s Consent.  In the event that any provision of this Agreement
conflicts in any way with a provision of the Plan, such Plan provision shall be
controlling and the 











applicable provision of this Agreement shall be without force and
effect to the extent necessary to cause such Plan provision to be
controlling.  In the event that, due to
administrative error, this Agreement does not accurately reflect a Phantom
Stock Award properly granted to Grantee pursuant to the Plan, the Corporation,
acting through its Executive Compensation and Benefits Department, reserves the
right to cancel any erroneous document and, if appropriate, to replace the
cancelled document with a corrected document. 
It is the intention of the Corporation and the Grantee that this Award
not result in unfavorable tax consequences to Grantee under Code Section
409A.  Accordingly, Grantee consents to
such amendment of this Agreement as the Corporation may reasonably make in
furtherance of such intention, and the Corporation shall promptly provide, or
make available to, Grantee a copy of any such amendment.


Section 12.            Compliance with Law.  The Corporation shall make reasonable
efforts to comply with all applicable federal and state securities laws
applicable to the Plan and this Award; provided, however, notwithstanding any
other provision of this Award, the Corporation shall not be obligated to
deliver any shares of Common Stock pursuant to this Award if the delivery
thereof would result in a violation of any such law.


Notwithstanding the foregoing, this Award is subject
to cancellation by the Corporation in its sole discretion unless the Grantee,
by not later than                       , 2007, has signed a duplicate of
this Agreement, in the space provided below, and returned the signed duplicate
to the Executive Compensation and Benefits Department - Phantom Stock (ST05F),
Duke Energy Corporation, P. O. Box 1007, Charlotte, NC 28201-1007, which,
if, and to the extent, permitted by the Executive Compensation and Benefits
Department, may be accomplished by electronic means.


IN WITNESS WHEREOF, the Corporation has caused this
Agreement to be executed and granted in Charlotte, North Carolina, to be
effective as of the Date of Grant.


 


	
  ATTEST:

  	
  DUKE ENERGY CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
  Corporate
  Secretary

  	
   

  	
  Its:

  	
  Chief Executive Officer

  



 











Acceptance of Phantom Stock Award


IN WITNESS OF Grantee’s acceptance of this Award and
Grantee’s agreement to be bound by the provisions of this Agreement and the
Plan, Grantee has signed this Agreement this          
day of                                   , 2007.


 


	
  

  	
   

  
	
   

  	
  Grantee’s Signature

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (print name)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (social security number)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (address)