ON THE EARLIER OF (I) THE DAY AFTER THE DATE THAT IS SIX MONTHS FROM
THE RESIGNATION DATE AND (II) IF THE EXECUTIVE SHALL DIE PRIOR TO THE EXPIRATION
OF SUCH SIX-MONTH PERIOD, AS SOON AS PRACTICABLE FOLLOWING THE DATE OF THE
EXECUTIVE'S DEATH.
ALL REIMBURSEMENTS AND IN-KIND BENEFITS THAT CONSTITUTE
DEFERRED COMPENSATION WITHIN THE MEANING OF SECTION 409A OF THE CODE PROVIDED
UNDER THIS AGREEMENT SHALL BE MADE OR PROVIDED IN ACCORDANCE WITH THE
REQUIREMENTS OF SECTION 409A OF THE CODE, INCLUDING, WITHOUT LIMITATION, THAT
(I) IN NO EVENT SHALL REIMBURSEMENTS BY DUKE ENERGY UNDER THIS AGREEMENT BE MADE
LATER THAN THE END OF THE CALENDAR YEAR NEXT FOLLOWING THE CALENDAR YEAR IN
WHICH THE APPLICABLE FEES AND EXPENSES WERE INCURRED; (II) THE AMOUNT OF IN-KIND
BENEFITS THAT DUKE ENERGY IS OBLIGATED TO PAY OR PROVIDE IN ANY GIVEN CALENDAR
YEAR SHALL NOT AFFECT THE IN-KIND BENEFITS THAT DUKE ENERGY IS OBLIGATED TO PAY
OR PROVIDE IN ANY OTHER CALENDAR YEAR; AND (III) THE EXECUTIVE'S RIGHT TO HAVE
DUKE ENERGY PAY OR PROVIDE SUCH REIMBURSEMENTS AND IN-KIND BENEFITS MAY NOT BE
LIQUIDATED OR EXCHANGED FOR ANY OTHER BENEFIT.
14.
SUCCESSORS.
THIS AGREEMENT IS PERSONAL TO THE
EXECUTIVE AND WITHOUT THE PRIOR WRITTEN CONSENT OF DUKE ENERGY SHALL NOT BE
ASSIGNABLE BY THE EXECUTIVE OTHER THAN BY WILL OR THE LAWS OF DESCENT AND
DISTRIBUTION.
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE ENFORCEABLE
BY THE EXECUTIVE'S LEGAL REPRESENTATIVES AND THE LEGAL REPRESENTATIVES OF HIS OR
HER ESTATE TO THE EXTENT APPLICABLE.
THIS AGREEMENT SHALL INURE TO THE BENEFIT
OF AND BE BINDING UPON DUKE ENERGY AND ITS SUCCESSORS AND ASSIGNS.
15.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN
SEPARATE COUNTERPARTS, EACH OF WHICH IS DEEMED TO BE AN ORIGINAL AND ALL OF
WHICH TAKEN TOGETHER CONSTITUTE ONE AND THE SAME AGREEMENT.
16.
REPRESENTATIONS AND WARRANTIES.
BY SIGNING THIS
AGREEMENT, THE EXECUTIVE WARRANTS THAT HE OR SHE:
A.
HAS CAREFULLY READ AND REVIEWED THIS AGREEMENT;
B.
FULLY UNDERSTANDS ALL OF ITS TERMS AND CONDITIONS;
C.
FULLY UNDERSTANDS THAT THIS AGREEMENT IS LEGALLY BINDING AND THAT BY
SIGNING IT HE OR SHE IS GIVING UP CERTAIN RIGHTS;
D.
HAS NOT RELIED ON ANY OTHER REPRESENTATIONS BY DUKE ENERGY OR ITS
EMPLOYEES OR AGENTS, WHETHER WRITTEN OR ORAL, CONCERNING THE TERMS OF THIS
AGREEMENT;
E.
HAS BEEN ADVISED OF HIS OR HER OPPORTUNITY TO CONSIDER FOR UP TO 21
DAYS WHETHER TO ACCEPT THE RELEASE;
F.
WILL HAVE SEVEN DAYS TO REVOKE THE RELEASE (BUT NOT THE REMAINDER OF
THIS AGREEMENT) AFTER SIGNING IT, WITH THE EIGHTH DAY FOLLOWING THE EXECUTION OF
THIS AGREEMENT BEING REFERRED TO AS THE "REVOCATION DATE";
G.
HAS BEEN ADVISED BY, AND HAS HAD THE OPPORTUNITY TO CONSULT WITH, AN
ATTORNEY PRIOR TO EXECUTING THIS AGREEMENT;
H.
ACKNOWLEDGES THAT ALL NOTICE REQUIREMENTS UNDER ANY OTHER AGREEMENT,
ARRANGEMENT OR PLAN HAVE BEEN FULLY SATISFIED;
I.
EXECUTES AND DELIVERS THIS AGREEMENT FREELY AND VOLUNTARILY;
J.
IS WAIVING ANY RIGHTS OR CLAIMS HE OR SHE MAY HAVE UNDER