Exhibit
10-g


 


TEMPLATE


 


PHANTOM
STOCK AGREEMENT FOR


EMPLOYEES
UNDER THE CINERGY CORP.


 


1996
LONG-TERM INCENTIVE COMPENSATION PLAN


 


THIS PHANTOM STOCK
AGREEMENT (the “Agreement”), 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 a lump sum cash payment, the amount of which shall be
based on the value of a certain, predetermined number of 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 contingent right described in this Agreement, such
contingent right sometimes referred to herein as “Phantom Stock Right.”


 


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


 


1.                                      Contingent Award.


 


(a)                                  Award of Phantom Stock Right. In
consideration of Employee’s service for the Company, Cinergy Corp. hereby
grants a Phantom Stock Right to Employee and shall establish an account (the “Account”)
in the name of Employee on the books and records of Cinergy Corp. and credit
the Account with               
Phantom Stock Right units.  Each Phantom Stock Right unit shall correspond
to one share of Common Stock.


 


(b)                                 Vesting of Phantom Stock Right. Subject
to earlier forfeiture as described below, the Phantom Stock Right 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)                               ,
(ii) the date of the Employee’s death, (iii) the date of the Employee’s
involuntary “separation from service” (within the meaning of Code Section 409A)
other than for Cause during the two-year period beginning on the Cinergy
Effective Time or (iv) the date of the Employee’s voluntary “separation
from service” (within the meaning of Code Section 409A) for Good Reason
during the two-year period beginning on the Cinergy Effective Time.  For purposes of this Agreement, “Cinergy
Effective Time” has the meaning given to such term 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.(1)


 










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


 


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(c)                                  Forfeiture of Phantom Stock Right. 
The Employee shall forfeit his or her Phantom Stock Right in its entirety if he
or she ceases to remain continuously employed by the Company until the date on
which the Phantom Stock Right vests in accordance with Section 1(b) hereof.


 


(d)                                 Definitions.  Where used herein,
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.


 


2.                                      Payout Calculation and Form of Payment.


 


Except as otherwise
provided herein, in the event that Phantom Stock Right units become fully vested
in accordance with Section 1(b), the Employee shall be entitled to receive
a lump sum cash payment equal to the sum of (a) the product of (i) the
number of Phantom Stock Right units vesting, adjusted as provided in this
Agreement, and (ii) the Fair Market Value (as that term is defined in the
Plan) of a share of Common Stock as of the date the Phantom Stock Right units
vest, plus (b) the product of (i) the number of Phantom Stock Right
units vesting and (ii) the aggregate amount of cash dividends paid on a
share of Common Stock from the Date of Grant through the date of payment. 
Such payment shall be made within thirty (30) days following the date on which
the Phantom Stock Right units become vested.  The Company shall have the
right to deduct from all payments made to the Employee pursuant to this
Agreement such federal, state or local taxes as are, in the reasonable opinion
of the Company, required to be withheld by the Company with respect to such
payment.  Notwithstanding the above, if
required to comply with Code Section 409A, such payment shall not be made
until five (5) days following the 6th month anniversary of the
Employee’s separation from service if the Employee is a “specified employee”
within the meaning of Code Section 409A.


 


3.                                      Adjustments.


 


The Committee (as defined
in the Plan) may make or provide for such adjustments in the number of Phantom
Stock Right units covered by this Agreement as the Committee, in its sole
discretion exercised in good faith, may determine is equitably required in
order to prevent dilution or enlargement of Employee’s rights that otherwise
would result from (i) any stock dividend, stock split, combination of
shares, recapitalization, or other change in the capital structure of Cinergy
Corp., (ii) any merger, consolidation, spin-off, split-off, spin-out,
split-up, reorganization, partial or complete liquidation, or other
distribution of assets or issuance of rights or warrants to purchase
securities, or (iii) any other corporate transaction or event having an
effect similar to any of the foregoing.  In the event of any such
transaction or event, the Committee, in its sole discretion exercised in good
faith, may provide, in substitution for the Phantom Stock Right, such
alternative consideration as it may determine to be equitable in the
circumstances and may require in connection therewith the surrender of the
Phantom Stock Right.


 


4.                                      Transferability.


 


The contingent rights set
forth in this Agreement are not transferable otherwise than by will or the laws
of descent and distribution.


 


5.                                      Effect of
Assignment or Pledge.


 


If the Employee assigns
or pledges contingent rights covered by this Agreement or attempts to do so, or
if there is a levy, attachment, execution or other legal or equitable process
upon the contingent rights, Cinergy Corp. shall have the right to terminate
this Agreement.


 


6.                                      Incorporation
of the Plan’s Terms.


 


This Agreement is subject
to all of the terms, provisions and conditions of the Plan, which is


 


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incorporated into this
Agreement by reference, and to such regulations as may from time to time be
adopted by the Committee.  A copy of the Plan has been furnished to the
Employee and an additional copy may be obtained from Cinergy Corp.  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.  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.


 


7.                                      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
Cinergy-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.


 


8.                                      Successors.


 


The terms of this
Agreement shall be binding upon and inure to the benefit of Cinergy Corp., its
successors and assigns, and the Employee and the Employee’s beneficiaries,
executors, administrators, heirs and successors.


 


9.                                      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.


 


10.                               Modifications and Section 409A
of the Code.


 


No change, modification
or waiver of any provision of this Agreement shall be valid unless the same be
in writing and signed by the parties.  To
the extent applicable, it is intended that this Agreement and
the Plan comply with the provisions of Section 409A of the Code,
including the provisions requiring a delay in payment.  This Agreement and the Plan shall be
administered in a manner consistent with this intent, and
any provision that would cause the Agreement or the Plan to fail to
satisfy Section 409A of the Code shall have no force and effect until
amended to comply with Section 409A of the Code (which amendment may be
retroactive to the extent permitted by Section 409A of the Code and may be
made by the Company without the consent of the Employee).


 


11.                               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.


 


12.                               Governing Law.


 


Except to the extent
pre-empted by federal 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.


 


13.                               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,


 


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representations and
negotiations in respect thereto.


 


14.                               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.


 


15.                               Satisfaction of Legal
Requirements.


 


No payment will be made
under this Agreement until the Company has been advised by counsel that all
applicable legal requirements have been met.


 


16.                             Source of Payment.


 


Any payments to Employee
under this Agreement shall be paid from the Company’s general assets, and
Employee shall have the status of a general unsecured creditor with respect to
the Company’s obligations to make payments under this Agreement.  Employee
acknowledges that the Company shall have no obligation to set aside any assets
to fund its obligations under this Agreement.


 


17.                               Notices and
Electronic Delivery and Signature.


 


All notices to the
Company shall be addressed 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. 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.


 


IN WITNESS WHEREOF, this
Agreement has been executed by the parties effective as of the date set forth
herein.


 


 


	
  EMPLOYEE

  	
  CINERGY CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
						



 


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