EXPENSES INCURRED BY THE EXECUTIVE AND UNREIMBURSED ON OR
PRIOR TO THE RESIGNATION DATE PURSUANT TO DUKE ENERGY'S REIMBURSEMENT POLICIES,
WITHIN 30 DAYS FOLLOWING THE EXECUTIVE'S PRESENTATION OF AN INVOICE TO DUKE
ENERGY.
D.
DUKE ENERGY ACKNOWLEDGES AND AGREES THAT THE EXECUTIVE SHALL NOT
BE REQUIRED TO REIMBURSE DUKE ENERGY FOR ANY RELOCATION BENEFITS PROVIDED TO THE
EXECUTIVE IN CONNECTION WITH HIS RELOCATION TO CHARLOTTE IN 2012.
E.
DUKE ENERGY AGREES TO REIMBURSE THE EXECUTIVE FOR REASONABLE
ATTORNEY'S FEES INCURRED IN CONNECTION WITH REVIEWING THIS AGREEMENT, SUBJECT TO
THE EXECUTIVE PROVIDING THE APPLICABLE DOCUMENTATION (CONSISTENT WITH THE TERMS
OF DUKE ENERGY'S REIMBURSEMENT POLICIES) RELATING TO SUCH ATTORNEY'S FEES TO
DUKE ENERGY NO LATER THAN 30 DAYS FOLLOWING THE RESIGNATION DATE.
F.
EXCEPT AS PROVIDED IN PARAGRAPHS 1, 2, 3 AND 4 OF THIS AGREEMENT,
AS WELL AS ANY BENEFITS THAT ARE ACCRUED AND VESTED AS OF THE RESIGNATION DATE
UNDER EMPLOYEE BENEFIT PLANS OF AN AFFILIATED ENTITY IN WHICH THE EXECUTIVE
PARTICIPATES, THE EXECUTIVE SHALL BE ENTITLED TO NO OTHER COMPENSATION AND/OR
BENEFITS OF ANY KIND FROM ANY OF THE AFFILIATED ENTITIES.
FOR PURPOSES OF
CLARITY, THE PARTIES ACKNOWLEDGE AND AGREE THAT UPON THE RESIGNATION DATE THE
EXECUTIVE SHALL FORFEIT, AND HAVE NO FURTHER RIGHTS UNDER, THE RETENTION AWARD
AGREEMENT DATED JULY 9, 2012.
G.
DUKE ENERGY ACKNOWLEDGES THAT THIS AGREEMENT SHALL NOT IMPACT THE
EXECUTIVE'S RIGHTS UNDER THE TAX QUALIFIED RETIREMENT PLANS SPONSORED BY DUKE
ENERGY AND ITS AFFILIATED ENTITIES.
4.
EQUITY AWARDS.
SUBJECT TO THE EXECUTIVE'S COMPLIANCE WITH THE
TERMS OF THIS AGREEMENT AND THE NON-REVOCATION OF THE RELEASE SET FORTH IN
PARAGRAPH 5 OF THIS AGREEMENT, THE OUTSTANDING EQUITY AWARDS UNDER THE
APPLICABLE PROGRESS ENERGY, INC. EQUITY PLANS HELD BY THE EXECUTIVE AS OF THE
RESIGNATION DATE SHALL IMMEDIATELY VEST ON THE RESIGNATION DATE PURSUANT TO
SECTION 6.4 AND SECTION 6.5 OF THE CIC PLAN (WITH PERFORMANCE SHARES VESTING AT
TARGET LEVEL).
5.
280G MATTERS.
THE EXECUTIVE SHALL, SUBJECT TO THE EXECUTIVE'S
REASONABLE COOPERATION WITH DUKE ENERGY IN MAKING DETERMINATIONS WITH RESPECT TO
SECTION 280G OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"),
TAKING INTO ACCOUNT THE VALUE OF REASONABLE COMPENSATION FOR SERVICES TO BE
RENDERED BY THE EXECUTIVE BEFORE OR AFTER THE RESIGNATION DATE, INCLUDING ANY
NON-COMPETITION PROVISIONS THAT APPLY TO THE EXECUTIVE AND DUKE ENERGY, BE
ELIGIBLE TO RECEIVE "GROSS-UP PAYMENTS" CONSISTENT WITH, BUT ONLY TO THE EXTENT
PROVIDED BY, SECTION 11 OF THE CIC PLAN.
6.
RELEASE OF CLAIMS.
A.
IN CONSIDERATION OF AND IN EXCHANGE FOR THE BENEFITS PROVIDED TO HIM
UNDER THIS AGREEMENT, INCLUDING BUT NOT NECESSARILY LIMITED TO DUKE ENERGY'S
ACCEPTANCE OF THE EXECUTIVE'S RESIGNATION EFFECTIVE AS OF THE RESIGNATION DATE,
AND THE BENEFITS SET FORTH IN PARAGRAPHS 2, 3 AND 4 OF THIS AGREEMENT, THE
EXECUTIVE, OF HIS OWN FREE WILL, VOLUNTARILY AND UNCONDITIONALLY RELEASES AND
FOREVER DISCHARGES (THE "RELEASE") THE AFFILIATED ENTITIES, THEIR RESPECTIVE
DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, STOCKHOLDERS, SUCCESSORS AND ASSIGNS
(BOTH INDIVIDUALLY AND IN THEIR OFFICIAL CAPACITIES WITH DUKE ENERGY) (THE "DUKE
RELEASES")