EXECUTIVE WILL PERFORM HER CONSULTING SERVICES TO THE BEST
OF HER ABILITIES.
THE EXECUTIVE WILL BE REIMBURSED FOR ALL REASONABLE EXPENSES
AUTHORIZED BY DUKE AND INCURRED BY THE EXECUTIVE DURING THE CONSULTING PERIOD IN
CONNECTION WITH THE PROVISION OF CONSULTING SERVICES PURSUANT TO THIS AGREEMENT
IN ACCORDANCE WITH THE POLICIES IN EFFECT FROM TIME TO TIME FOR OTHER
CONSULTANTS.
NOTHING IN THIS AGREEMENT WILL PROHIBIT THE EXECUTIVE FROM SEEKING
OR ACCEPTING OTHER EMPLOYMENT, ENGAGING IN ANY OTHER CONSULTING SERVICES, OR
PARTICIPATING IN ANY OTHER ENDEAVOR FOR PROFIT, AS SHE DEEMS APPROPRIATE;
PROVIDED, HOWEVER, THAT IN SO DOING, SHE DOES NOT BREACH ANY OF HER OTHER
OBLIGATIONS UNDER THIS AGREEMENT OR THE KESA; FURTHER, PROVIDED, HOWEVER, THAT
IN THE EVENT THE EXECUTIVE BECOMES EMPLOYED BY ANOTHER EMPLOYER PRIOR TO THE
EXPIRATION OF THE CONSULTING PERIOD, DUKE, IN ITS SOLE DISCRETION, MAY TERMINATE
THE CONSULTING ARRANGEMENT OUTLINED IN THIS SECTION 2.
3.
RETENTION BONUS AWARD.
IN CONSIDERATION FOR THE SEVERANCE
BENEFITS AND CONSULTING ARRANGEMENTS OUTLINED HEREIN, THE EXECUTIVE HEREBY
WAIVES HER RIGHTS, IF ANY, TO A RETENTION AWARD AND/OR SEVERANCE BENEFITS UNDER
THE SEVERANCE AND RETENTION AGREEMENT ENTERED INTO BETWEEN THE EXECUTIVE AND
DUKE DATED AS OF APRIL 4, 2006 WHICH AGREEMENT SHALL BE NULL AND VOID UPON THE
EFFECTIVE DATE OF THIS AGREEMENT AS DETERMINED IN ACCORDANCE WITH SECTION 6,
WITHOUT ANY FURTHER ACTION BY THE PARTIES HERETO.
4.
NONDISCLOSURE OF CONFIDENTIAL INFORMATION.
THE EXECUTIVE
ACKNOWLEDGES THAT THE INFORMATION, OBSERVATIONS AND DATA OBTAINED BY HER DURING
THE CONSULTING PERIOD CONCERNING THE BUSINESS OR AFFAIRS OF DUKE OR ANY
PREDECESSOR THEREOF (UNLESS AND EXCEPT TO THE EXTENT THE FOREGOING BECOME
GENERALLY KNOWN TO AND AVAILABLE FOR USE BY THE PUBLIC OTHER THAN AS A RESULT OF
THE EXECUTIVE'S ACTS OR OMISSIONS TO ACT) (HEREINAFTER DEFINED AS "CONFIDENTIAL
INFORMATION") ARE THE PROPERTY OF DUKE AND SHE IS REQUIRED TO HOLD IN A
FIDUCIARY CAPACITY ALL CONFIDENTIAL INFORMATION OBTAINED BY HER DURING THE
CONSULTING PERIOD FOR THE BENEFIT OF DUKE.
THE EXECUTIVE'S OBLIGATIONS UNDER
THIS AGREEMENT ARE IN ADDITION TO, AND NOT IN LIMITATION OF OR PREEMPTION OF,
ALL OTHER OBLIGATIONS OF CONFIDENTIALITY WHICH THE EXECUTIVE MAY HAVE TO DUKE OR
ITS PREDECESSORS UNDER THE KESA GENERAL LEGAL OR EQUITABLE PRINCIPLES, AND
FEDERAL, STATE OR LOCAL LAW.
5.
GOVERNING LAW.
THIS AGREEMENT SHALL BE INTERPRETED, ENFORCED AND
GOVERNED UNDER THE LAWS OF THE STATE OF NORTH CAROLINA, WITHOUT REGARD TO ANY
APPLICABLE STATE'S CHOICE OF LAW PROVISIONS.
6.
EFFECTIVE DATE.
THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS
AGREEMENT SHALL NOT BECOME EFFECTIVE UNLESS AND UNTIL IT IS APPROVED BY THE
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF DUKE ENERGY CORPORATION.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THIS AGREEMENT SHALL
BE NULL AND VOID AND OF NO FORCE OR EFFECT IN THE EVENT THE EXECUTIVE DOES NOT
EXECUTE ANY WAIVER AND RELEASE
THE EXECUTIVE MAY BE REQUIRED TO EXECUTE IN ORDER TO RECEIVE SEVERANCE BENEFITS
UNDER THE KESA OR TIMELY REVOKES SUCH WAIVER AND RELEASE.
IN WITNESS WHEREOF, THE PARTIES HAVE