Exhibit
10-f


 


TEMPLATE


 


PERFORMANCE
SHARES AGREEMENT FOR


EMPLOYEES
UNDER THE CINERGY CORP.


1996
LONG-TERM INCENTIVE COMPENSATION PLAN


 


THIS PERFORMANCE SHARES
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 attainment of certain corporate
performance measures within an established time period, 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 contingent right to receive a certain number of shares of
Common Stock as described in this Agreement, such contingent right sometimes
referred to herein as “performance shares.”


 


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


 


1.                                      Contingent
Award.


 


Cinergy Corp. hereby
grants to the Employee effective as of the Date of Grant, the right, contingent
upon the attainment of certain corporate performance measures during
performance cycle         
commencing on January 1,           
and ending on December 31,           
(the “Performance Cycle”), to receive shares of Common Stock on the terms and
conditions set forth in this Agreement.  For the Performance Cycle, the
Employee’s contingent target award is                     
shares of Common Stock (the “Target Award”).  The number of shares of
Common Stock covered by the Target Award is subject to adjustment, including
reductions in the event of a demotion or change to a lower level position, as
provided in the Plan and in such procedures or guidelines that may from time to
time be adopted by the Committee (as defined in the Plan), including the Administrative
Guidelines adopted on                               
(the “Administrative Guidelines”).


 


2.                                      Corporate
Performance Measure.


 


The corporate performance
measure is based on a comparison of the total shareholder return (“TSR”) of a
share of Common Stock to the TSR of the companies listed in the S&P
Supercomposite Electric Index as of the beginning of the Performance Cycle (the
“Comparator Group”); for purposes of this Agreement, TSRs shall be as
calculated by reference to Bloomberg Financial L.P. (including the reinvestment
of dividends or other distributions); provided, however, that the
TSR of the Comparator Group shall be calculated without taking into account any
company that, during the Performance Cycle, either (i) becomes the subject
of a voluntary or involuntary petition in bankruptcy pursuant to Title 11 of
the United States Code, (ii) undergoes a “change in control,” or (iii) becomes
the subject of any public announcement of a proposal for such company to
undergo a “change in control.” For this purpose, a “change in control”
means (i) the sale of all or substantially all of the assets of the
company on a consolidated basis to a person or entity other than to a
subsidiary or affiliate of the company, (ii) a merger, reorganization or
consolidation after which the holders of the company’s outstanding voting power
immediately


 


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prior to such
transaction, in the aggregate, do not own a majority of the outstanding voting
power of the surviving or resulting entity immediately upon completion of such
transaction, (iii) the sale of all or substantially all of the outstanding
common shares of the company to an unrelated person or entity or (iv) any
other transaction where the owners of the company’s outstanding voting power
prior to such transaction, in the aggregate, do not own at least a majority of
the outstanding voting power of the relevant entity after the transaction.


 


3.                                      Payout
Calculation and Form of Payment.


 


The number of shares of
Common Stock earned for the Performance Cycle will be determined by comparing
the TSR of a share of Common Stock during the Performance Cycle to the TSR of
the Comparator Group during the Performance Cycle, as described in Subsection 3(a) and
Subsection 3(b) below.


 


(a)                                  The
percentage of the Target Award earned by the Employee, if any, will be
determined in accordance with the following chart and the guidelines contained
in Subsection 3(b).


 


Percentage
of Individual Target Payment


 




	
  Relative TSR

  Performance Percentile

  	
   

  	
  Percentage of

  Target Award Earned

  	
   

  
	
  85th or above

  	
   

  	
  200

  	
  %

  
	
  80th

  	
   

  	
  185

  	
  %

  
	
  70th

  	
   

  	
  150

  	
  %

  
	
  60th

  	
   

  	
  115

  	
  %

  
	
  55th

  	
   

  	
  100

  	
  %

  
	
  40th

  	
   

  	
  40

  	
  %

  
	
  30th or below

  	
   

  	
  0

  	
  %

  






 


(b)                                 The
chart contained in Subsection 3(a) shall be applied in accordance
with the following guidelines.


 


(i)            If
the relative TSR of a share of Common Stock compared to the TSR of the
Comparator Group is between any two levels listed above, the Committee will
calculate, by interpolation, the percentage of the Target Award that is earned
by the Employee.


 


(ii)           If
the relative TSR of a share of Common Stock
is equal to or less than the 30th percentile of the TSR of the Comparator Group, the
Employee will not earn any performance shares under this Agreement.


 


(iii)          The
maximum number of shares of Common Stock that can be earned under this
Agreement is 200% of the number of shares of Common Stock covered by the Target
Award.


 


(c)                                  Except
as otherwise provided herein, the number of shares of Common Stock earned by
the Employee shall be paid to or for the benefit of the Employee no later than March 15
of the calendar year following the calendar year in which occurs the last day
of the Performance Cycle.  Notwithstanding the preceding sentence, in the
event of the Employee’s death during the Performance Cycle, the number of
shares of Common Stock earned by the Employee shall be paid on behalf of the
Employee as soon as administratively practicable following his or her death but
no later than                                   .


 


(d)                                 Except
as otherwise provided herein, the Employee shall be entitled to receive, no
later than March 15 of the calendar year following the calendar year in
which occurs the last


 


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day of the Performance
Cycle, the number of shares of Common Stock (if any) equal to (i) the
cumulative amount of cash dividends that would have been paid to the Executive
if he or she had owned, during the entire Performance Cycle, the number of
shares of Common Stock specified in Section 3(c) above, divided by (ii) the
“Fair Market Value” (as that term is defined in the Plan) of a share of Common
Stock on the last day of the Performance Cycle.


 


(e)           Notwithstanding
any other provision of this Agreement, the Committee in its sole discretion may
determine whether to pay all or any portion of any award earned pursuant to
this Agreement in shares of Common Stock or in an amount of cash equal to the
Fair Market Value of such shares of Common Stock.


 


4.                                      Effect
of Termination of Employment due to Reasons other than Retirement, Death or
Disability.


 


If, prior to the last day
of the Performance Cycle, the Employee ceases to be an employee of the Company
for any reason other than as a result of his or her termination of employment
on or after attaining age fifty (50) with five years of “Service” under the
Cinergy Corp. Non-Union Employees’ Pension Plan (“Retirement”), death or
disability (as defined in Section 7), all contingent rights set forth in
this Agreement will be immediately forfeited on the effective date of the
Employee’s termination.


 


5.                                      Effect of
Termination of Employment Due to Retirement.


 


If, prior to the last day
of the Performance Cycle, the Employee’s employment with the Company is
terminated as a result of his or her Retirement, the Employee will continue to
participate in the Performance Cycle and will earn a pro rata award of
performance shares, the amount of which shall be calculated by the Committee
based on (a) the number of full and partial months (out of the total
months in the Performance Cycle) that the Employee was an active employee
during the Performance Cycle and (b) the relative TSR of a share of Common
Stock during the entire Performance Cycle compared to the TSR of the Comparator
Group during the entire Performance Cycle.


 


6.                                      Effect of
Termination of Employment Due to Death.


 


If, prior to the last day
of the Performance Cycle, the Employee dies while employed by the Company, the
Employee’s executor, administrator, legatees or estate beneficiaries will
receive a pro rata award of performance shares, the amount of which shall be
calculated by the Committee based on (a) the number of full and partial
months (out of the total months in the Performance Cycle) that the Employee was
an active employee during the Performance Cycle and (b) the relative TSR
of a share of Common Stock compared to the TSR of the Comparator Group during
the period of time commencing on the Date of Grant and ending on the December 31
nearest the date of the Employee’s death, but ending no earlier than                               .


 


7.                                      Effect of Disability.


 


If, prior to the last day
of the Performance Cycle, the Employee becomes “disabled” as that term is
defined under the then existing long-term disability plan of the Company in
which the Employee participates (or if no such plan exists, as determined by
the Committee), the Employee will continue to participate in the Performance
Cycle and will earn a pro rata award of performance shares, the amount of which
shall be calculated by the Committee based on (a) the number of full
months (out of the total months in the Performance Cycle) that the Employee was
an active employee during the Performance Cycle and (b) the relative TSR
of a share of Common Stock during the entire Performance Cycle compared to the
TSR of the Comparator Group during the entire Performance Cycle.


 


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8.                                      Effect of
Change in Control.


 


(a)           Change
in Control While Employed. 
Notwithstanding the above, if a “Change in Control” (as defined in the
Plan) of Cinergy Corp. occurs while the Employee is employed by the Company and
prior to the last day of the Performance Cycle, the following provisions shall
apply and benefits shall not be paid to or on behalf of the Employee under any
other provision of this Agreement.


 


(i)            The
Target Award shall be deemed earned at a level equal to the greater of
(I) the actual performance level during the period (the “Pro Rata Period”)
commencing on January 1, 2006 and ending on the date that is two
business days immediately preceding the date on which the “Effective
Time” occurs, as such term is defined 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 as of May 8, 2005 or
(ii) the target performance level (i.e., the 55th performance percentile),
and the Employee shall earn a pro rata award of performance shares, the amount
of which shall be calculated by the Committee based on the number of
days in the Pro Rata Period out of the total number of days in the Performance
Cycle.  The number of performance shares described above shall
be payable, subject to Section 3(e), in shares of Common Stock within
thirty (30) days after the occurrence of such Change in Control.


 


(ii)           The
Employee shall also be entitled to receive, subject to Section 3(e),
within thirty (30) days after the occurrence of such Change in Control, the
number of shares of Common Stock equal to (I) the cumulative amount of cash
dividends that would have been paid to the Executive if he or she had owned,
during the period commencing on the Date of Grant and ending on the date of the
Change in Control, the number of shares of Common Stock specified in Section 8(a)(i) above,
divided by (II) the Fair Market Value of a share of Common Stock immediately
prior to the Change in Control.


 


(iii)          Qualifying
Termination of Employment Following Change in Control.  In addition to any other payments made under
Sections 8(a)(i) and 8(a)(ii) of this Agreement, in the event that,
during the two-year period beginning on the Cinergy Effective Time, the
Employee has an involuntary “separation from service” (within the meaning of
Code Section 409A) other than for Cause or a voluntary “separation from
service” (within the meaning of Code Section 409A) for Good Reason, the
Employee shall be entitled to receive, subject to Section 3(e), within
thirty (30) days after the occurrence of such separation from service, the
number of shares of Common Stock equal to (I) the Target Award reduced by the
number of shares of Common Stock specified in Section 8(a)(i) above,
plus (II) the cumulative amount of cash dividends that would have been paid to
the Employee if he or she had owned, during the period commencing on the Date
of Grant and ending on the date of the separation from service, the number of
shares of Common Stock specified in Section 8(a)(iii)(I) above, divided by
the Fair Market Value of a share of Common Stock immediately prior to the
separation from service.  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 such separation from service if the Employee is a “specified
employee” within the meaning of Code Section 409A.


 


(iv)          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, and the terms “Cause”


 


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and “Good Reason” shall
have the meaning given to such terms in the most recent employment agreement,
as amended, in effect for the Employee.


 


(b)           Change
in Control Following Retirement. 
Notwithstanding the foregoing, if a Change in Control of Cinergy Corp.
occurs after the Employee’s Retirement but prior to the last day of the
Performance Cycle, the following provisions shall apply and benefits shall not
be paid to or on behalf of the Employee under any other provision of this
Agreement.


 


(i)            The
Employee shall be entitled to receive, subject to Section 3(e), within
thirty (30) days after the occurrence of such Change in Control, a pro rata
award of performance shares, the amount of which shall be calculated by the
Committee based on (I) the number of full and partial months (out of a total of
36 months) that he or she was an active employee during the Performance Cycle
and (II) the fact that the Target Award shall be deemed earned at the greater
of the actual performance level during the Pro Rata Period or the target
performance level (i.e., the 55th performance percentile).


 


(ii)           The
Employee shall also be entitled to receive, subject to Section 3(e),
within thirty (30) days after the occurrence of such Change in Control, the
number of shares of Common Stock equal to (I) the cumulative amount of cash
dividends that would have been paid to the Executive if he or she had owned,
during the period commencing on the Date of Grant and ending on the date of the
Change in Control, the number of shares of Common Stock specified in Section 8(b)(i) above,
divided by (II) the Fair Market Value of a share of Common Stock immediately
prior to the Change in Control.


 


(c)           Change
in Control Following Death.  Notwithstanding
the foregoing, if a Change in Control of Cinergy Corp. occurs after the
Employee’s death while employed by the Company,  but prior to the later of
(I) the December 31 nearest the date of the Employee’s death or (II)                               ,
the following provisions shall apply and benefits shall not be paid to or on
behalf of the Employee under any other provision of this Agreement.


 


(i)            The
Employee’s executor, administrator, legatees or estate beneficiaries shall be
entitled to receive, subject to Section 3(e), within thirty (30) days
after the occurrence of such Change in Control, a pro rata award of performance
shares, the amount of which shall be calculated by the Committee based on (I)
the number of full and partial months (out of a total of 36 months) that he or
she was an active employee during the Performance Cycle and (II) the fact that
the Target Award shall be deemed earned at the greater of the actual
performance level during the Pro Rata Period or the target performance level
(i.e., the 55th performance percentile).


 


(ii)           The
Employee’s executor, administrator, legatees or estate beneficiaries shall also
be entitled to receive, subject to Section 3(e), within thirty (30) days
after the occurrence of such Change in Control, the number of shares of Common
Stock equal to (I) the cumulative amount of cash dividends that would have been
paid to the Executive if he or she had owned, during the period commencing on
the Date of Grant and ending on the date of the Change in Control, the number
of shares of Common Stock specified in Section 8(c)(i) above, divided
by (II) the Fair Market Value of a share of Common Stock immediately prior to
the Change in Control.


 


(d)           Change
in Control Following Disability. 
Notwithstanding the foregoing, if a Change in Control of Cinergy Corp.
occurs after the Employee becomes disabled while employed by the Company but
prior to the last day of the Performance Cycle, the following


 


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provisions shall apply and
benefits shall not be paid to or on behalf of the Employee under any other
provision of this Agreement.


 


(i)            The
Employee shall be entitled to receive, subject to Section 3(e), within
thirty (30) days after the occurrence of such Change in Control, a pro rata
award of performance shares, the amount of which shall be calculated by the
Committee based on (I) the number of full months (out of a total of 36 months)
that he or she was an active employee during the Performance Cycle and (II) the
fact that the Target Award shall be deemed earned at the greater of the actual
performance level during the Pro Rata Period or the target performance level
(i.e., the 55th performance percentile).


 


(ii)           The
Employee shall also be entitled to receive, subject to Section 3(e),
within thirty (30) days after the occurrence of such Change in Control, the
number of shares of Common Stock equal to (I) the cumulative amount of cash
dividends that would have been paid to the Executive if he or she had owned,
during the period commencing on the Date of Grant and ending on the date of the
Change in Control, the number of shares of Common Stock specified in Section 8(d)(i) above,
divided by (II) the Fair Market Value of a share of Common Stock immediately
prior to the Change in Control.


 


(e)           Notwithstanding
any other provision of this Agreement, an event shall not result in the
occurrence of a Change in Control unless, within the meaning of Code Section 409A,
such event results in a change in the ownership or effective control of the Company
or in the ownership of a substantial portion of the assets of the Company.


 


9.                                      Transferability.


 


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


 


10.                               Effect of Assignment
or Pledge.


 


If the Employee assigns
or pledges contingent shares of Common Stock 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 shares, the Company has the right to
terminate this Agreement.


 


11.                               Incorporation of the
Plan’s Terms.


 


This Agreement is subject
to all the terms, provisions and conditions of the Plan, which is incorporated
into this Agreement by reference, and to such regulations as may from time to
time be adopted by the Committee, including the Administrative
Guidelines.  A copy of the Plan and a set of Administrative Guidelines
have been furnished to the Employee and an additional copy of each may be
obtained from the Company.  In the event of any conflict between the
provisions of the Plan or the Administrative Guidelines (as the case may be)
and the provisions of this Agreement, the terms, conditions and provisions of
the Plan and/or Administrative Guidelines 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.


 


12.                               No Right to Continued
Employment.


 


Nothing in this Agreement
shall restrict the right of the Company to terminate the Employee’s


 


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employment at any time
with or without cause.


 


13.                               Successors.


 


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


 


14.                               Invalid Provision.


 


The invalidity of
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.


 


15.                               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).


 


16.                               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.


 


17.                               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.


 


18.                               Entire Agreement.


 


This Agreement, the Plan
and the Administrative Guidelines 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.


 


19.                               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.


 


20.                               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.


 


21.                               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


 


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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           
day of                               ,
          .


 


 


	
  EMPLOYEE

  	
  CINERGY CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
						



 


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