Exhibit
10-e


 


TEMPLATE


 


RESTRICTED
STOCK AGREEMENT FOR


EMPLOYEES
UNDER THE CINERGY CORP.


1996
LONG-TERM INCENTIVE COMPENSATION PLAN


 


THIS RESTRICTED
STOCK AGREEMENT (the “Agreement”), dated effective as of                               
(the “Date of Grant”), is made by and between Cinergy Corp., a Delaware
corporation, and                               
(the “Employee”), an employee of Cinergy Corp. or one of its directly or
indirectly held majority or greater-owned subsidiaries (collectively referred
to herein as the “Company”).


 


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


 


WHEREAS, the parties
desire to enter into this Agreement to set forth their understandings with
respect to the Common Stock described in this Agreement, such Common Stock
sometimes referred to herein as “Restricted Stock.”


 


NOW, THEREFORE, in
consideration of the recitals and the mutual agreements contained in this
Agreement, the parties agree as follows:


 


1.                                      Grant
of Restricted Stock. Cinergy Corp. hereby grants to the Employee
as of the Date of Grant             
shares of Restricted Stock (the “Restricted Stock”) subject to and upon the
terms, conditions and restrictions set forth in this Agreement and the
Plan.  The Restricted Stock shall be fully paid and nonassessable.


 


2.                                      Restrictions
on Restricted Stock. The Restricted Stock shall be subject to the
following terms, conditions and restrictions:


 


(a)                                  Subject
to the restrictions set forth in the Plan and this Agreement, the Employee
shall possess all incidents of ownership of the Restricted Stock.


 


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


 


(c)                                  Subject
to earlier forfeiture as described in Section 2(d) hereof, the
Restricted Stock shall vest on                               ,
provided that the Employee has been continuously employed with the Company as
of such date [and the Committee (as defined in the Plan) determines as of such
date that all of the performance measures set forth in Section 2(e) (the
“Performance Measures”) have been satisfied in full.] Notwithstanding the
preceding sentence, the Restricted Stock shall immediately vest in full
[(without regard to whether the Performance Measures have been satisfied)] if
Employee has been continuously employed with the Company until the first to
occur 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 (as
that term is defined in the Cinergy Corp. Long-Term Disability Plan) or, (iii) during
the two-year period beginning on the “Cinergy Effective Time,” as such term is
used in the Agreement and Plan of Merger by and among Duke Energy Corporation,
Cinergy Corp., Deer Holding Corp., Deer Acquisition Corp. and Cougar
Acquisition Corp., dated May 8, 2005, either the Company terminates the
Employee’s employment for reasons other than Cause or the Employee terminates
his or her employment with the Company for Good Reason.(1)


 


(d)                                 The
Employee shall forfeit his or her Restricted Stock in its entirety if he or she
ceases to remain continuously employed by the Company until the date on which
the Restricted Stock vests in accordance with Section 2(c) hereof. In
the event of forfeiture, the certificate(s) representing the Restricted Stock
covered by this Agreement shall be transferred to and reacquired by the Company
at no cost to the Company.


 


(e)                                  For
purposes of this Agreement, the following terms shall have the following
meanings:


 


(i)                                     For
purposes of this Agreement, the terms “Cause” and “Good Reason” shall have the
meaning given to such terms in the most recent employment agreement, as
amended, in effect for the Employee.


 


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


 


(iii)                               “Performance
Measures” shall be as follows:  [Insert
Performance Measures]


 


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


 


4.                                      Retention of
Stock Certificate; Dividends.


 


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


 


(b)                                 Except
as otherwise provided herein, from and after the Date of Grant, the Employee
shall 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 dividends
that would have been paid to the Employee if he or she had held the Restricted
Stock during such period and such stock had not been subject to forfeiture
provisions will be retained by the Company and will be subject to the
provisions set forth in Section 2; if the Restricted Stock becomes vested
as provided herein, the Company shall transfer to the Employee within thirty
days after such vesting date additional Common Stock having a fair market value
on the date of transfer equal to the dividends retained with respect to the
Restricted Stock;] provided, however, that any additional Common
Stock or other securities that the Employee may become entitled to


 










(1)          The
vesting events for restricted stock vary for each participant.  Some restricted stock grants incorporate a
cliff vesting schedule while others use a graded vesting schedule.  The restricted stock grants incorporate some
or all of the items set forth in

Section 2(c).


 


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


 


5.                                      Income
Taxes. The Employee shall pay to the Company promptly upon
request, and in any event at the time the Employee recognizes taxable income in
respect of the Restricted Stock, an amount equal to the taxes the Company
determines it is required to withhold under applicable tax laws with respect to
the Restricted Stock.  Such payment shall be made in the form of cash,
shares of Common Stock already owned or withholding from shares otherwise
transferable upon the lapse of restrictions, or in a combination of such
methods, as determined by the Employee.  The Employee shall promptly
notify the Company of any election made by the Employee pursuant to Section 83(b) of
the Code.


 


6.                                      Incorporation by Reference. The
provisions of the Plan are incorporated into this Agreement by reference. This
Agreement shall be construed in accordance with the provisions of the Plan and
such regulations as may from time to time be adopted by the Committee. Any
capitalized terms not otherwise defined in this Agreement shall have the
definitions set forth in the Plan. The Committee shall have final authority to
interpret and construe the Plan and this Agreement and to make any and all
determinations thereunder, and its decision shall be binding and conclusive
upon the Employee and his or her legal representative in respect of any
questions arising under the Plan, or this Agreement. In the event of any
conflict between the provisions of the Plan and the provisions of this
Agreement, the terms, conditions and provisions of the Plan shall control, and
this 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 and
this Agreement and has had an opportunity to review the Plan and this Agreement
and agrees to be bound by all the terms and provisions of the Plan and this
Agreement.


 


7.                                      Notices
and Electronic Delivery and Signature. Except as otherwise
provided by the Company from time to time, any and all notices, designations,
consents, offers, acceptances and any other communications provided for in this
Agreement shall be given in writing and shall be delivered either personally or
by registered or certified mail, postage prepaid, which shall be addressed, in
the case of Cinergy Corp., to Cinergy Corp., 139 East Fourth Street,
Cincinnati, Ohio 45202, Attention: Manager, Compensation, or such other address
or in accordance with such other procedure as the Company may, from time to
time, specify, and in the case of the Employee, to the Employee’s address
appearing on the books of the Company, or to the Employee’s residence or to
such other address as may be designated in writing by the
Employee. Notwithstanding the foregoing, the Employee hereby consents and
agrees to electronic delivery of any Plan documents, proxy materials, annual
reports and other related documents, including all materials required to be
distributed pursuant to applicable securities laws.  If the Company
establishes procedures for an electronic signature system for delivery and
acceptance of Plan documents (including documents relating to any programs
adopted under the Plan), the Employee hereby consents to such procedures and
agrees that his or her electronic signature is the same as, and shall have the
same force and effect as, his or her manual signature.  The Employee
consents and agrees that any such procedures and delivery may be effected by a
third party engaged by the Company to provide administrative services related
to the Plan, including any program adopted under the Plan.  The Employee
understands that, unless earlier revoked by the Employee, this consent shall be
effective for the duration of the Agreement and that he or she shall have the
right at any time to request written copies of any and all materials referred
to above.


 


8.                                      No
Right to Continued Employment. Nothing in the Plan or in this
Agreement shall confer upon the Employee any right to continue in the employ of
the Company or shall interfere with or restrict in any way the right of the
Company, which is hereby expressly reserved, to remove, terminate or discharge
the Employee at any time for any reason whatsoever, with or without Cause.


 


9.                                      Successors. The
terms of this Agreement shall be binding upon and inure to the benefit of
Cinergy


 


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


 


10.                               Invalid
Provision. 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.


 


11.                               Modifications.  No change, amendment, modification or
waiver of any provision of this Agreement shall be valid unless the same is in
writing and signed by the parties.


 


12.                               Entire
Agreement. This Agreement and the Plan contain the entire
agreement and understanding of the parties with respect to the subject matter
contained in this Agreement, and supersede all prior communications,
representations and negotiations in respect thereto.


 


13.                               Governing
Law.  This Agreement and the Employee’s rights under it shall be
construed and determined in accordance with the laws of the state of Delaware.


 


14.                               Headings. The
headings of the Sections of this Agreement are provided for convenience only
and are not to serve as a basis for interpretation or construction, and shall
not constitute a part of this Agreement.


 


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


 


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


 


	
  EMPLOYEE

  	
  CINERGY CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
						



 


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