Common use of Certain Terminations Clause in Contracts

Certain Terminations. Subject to Section 10(c) hereof: (i) If the Employee’s employment is terminated by Duke Energy without “Cause” or by the Employee with “Good Reason” (as those terms are defined in Exhibit B hereto) or by reason of the retirement of the Employee with the approval of the Board, the Employee shall be entitled to certain special severance payments and benefits (in addition to the provision made in Section 10(a), as applicable), as follows: (A) Each Option and Phantom Stock Unit outstanding at the time of termination (to the extent then not already vested) shall continue to vest as if the Employee’s employment had not terminated, and all vested Options (including those that vest pursuant to the operation of this subsection (b)(i)(A)) will remain exercisable for the full duration of their ten-year term. (B) Each Performance Share Award outstanding at the time of termination shall remain outstanding and shall be payable (if at all) as determined in accordance with its terms without regard to the termination of employment under this subsection (b)(i). (ii) If the Employee’s employment is terminated for death or disability due to physical or mental illness or injury that precludes the Employee from performing any job for which he is qualified and able to perform based upon his education, training or experience, (A) all outstanding and unvested Options and Phantom Stock Units will vest immediately, (B) all outstanding and vested Options (including those that vest pursuant to the operation of this subsection (b)(ii)) will remain exercisable for the full duration of their ten-year term, and (C) each Performance Share Award outstanding at the time of termination shall remain outstanding and shall be payable (if at all) as determined in accordance with its terms without regard to the termination of employment under this subsection (b)(ii), provided that the amount payable shall be such proportion of the amount otherwise payable that the number of days elapsed at the time of termination (inclusive) in the vesting period not yet concluded at the time of termination bears to the total number of days in the vesting period. (iii) If the Employee’s employment is terminated by the Employee other than with Good Reason and other than by reason of retirement with the approval of the Board, all unvested LTIP Awards shall expire immediately, and all outstanding Options that are then vested will remain exercisable for a period of 90 days following termination, at which time they will expire. (iv) If the Employee’s employment is terminated by Duke Energy for Cause, all unvested LTIP Awards shall expire immediately and all vested Options shall expire immediately, provided that any then outstanding options to purchase Duke Energy common stock granted before the Effective Date shall remain in effect in accordance with their terms.

Certain Terminations. Subject (a) Except as set forth in this Section 6 or as otherwise provided in a Company plan applicable to Section 10(c) hereof: Award Recipient or any agreement between the Award Recipient and the Company, if (i) If Award Recipient experiences a Termination of Employment prior to the Employee’s employment is terminated by Duke Energy without “Cause” or by the Employee with “Good Reason” (as those terms are defined in Exhibit B hereto) or by reason end of the retirement of Vesting Period, or (ii) Award Recipient breaches the Employee with the approval of the Board, the Employee shall be entitled to certain special severance payments and benefits (in addition to the provision made confidentiality covenant set forth in Section 10(a)12 hereof, then effective at the close of business on the date of employment termination, or the date the Award Recipient breaches the confidentiality covenant set forth in Section 12 hereof, as applicable), all of Award Recipient’s earned Performance Share Units covered by this Agreement which are unvested as follows:of the time of termination or breach shall be automatically cancelled and forfeited in their entirety without any further obligation on the part of rue21, such that rue21 shall not be obligated to issue any additional Shares or any other compensation to Award Recipient with respect to such cancelled and forfeited Performance Share Units. (Ab) Each Option Unless otherwise provided in the Plan or any agreement between the Award Recipient and Phantom Stock Unit outstanding the Company, if after Certification but prior to the end of the Vesting Period: (i) Award Recipient’s Termination of Employment occurs as a result of Disability or death, (ii) a Change in Control occurs provided the Award Recipient is still employed by the Company at the time of termination such Change in Control, or (iii) the Award Recipient experiences a Termination of Employment on account of Retirement, all Performance Share Units that have been earned under this Agreement shall immediately become vested. Any Shares to the extent then not already vested) shall continue which Award Recipient becomes entitled to vest as if the Employee’s employment had not terminated, and all vested Options (including those that vest receive pursuant to the operation of this subsection (b)(i)(A)) preceding sentence will remain exercisable for the full duration of their ten-year term. (B) Each Performance Share continue to be issued and delivered to Award outstanding at the time of termination shall remain outstanding and shall be payable (if at all) as determined Recipient in accordance with its terms without regard the originally scheduled Vesting Dates set forth in Section 5 of the Agreement; provided, that if vesting is accelerated on account of (x) the Award Recipient’s death, any earned amounts not previously vested shall be paid as soon as reasonably practicable but in no event later than the 15th day of the third month following Award Recipient’s death to the termination of employment under this subsection (b)(i). (ii) If the EmployeeAward Recipient’s employment is terminated for death or disability due to physical or mental illness or injury that precludes the Employee from performing any job for which he is qualified and able to perform based upon his education, training or experience, (A) all outstanding and unvested Options and Phantom Stock Units will vest immediately, (B) all outstanding and vested Options (including those that vest pursuant to the operation of this subsection (b)(ii)) will remain exercisable for the full duration of their ten-year termestate, and (Cy) each Performance Share Award outstanding at the time of termination shall remain outstanding and a Change in Control, any earned amounts not previously vested shall be payable (if at all) paid as determined soon as reasonably practicable but in accordance with its terms without regard to no event later than the termination 15th day of employment under this subsection (b)(ii)the third month following the date of the Change in Control, provided that the amount payable shall be such proportion Change in Control is also a “change in ownership,” a “change in effective control” or a “change in the ownership of a substantial portion of the amount otherwise payable that assets” of the number Company within the meaning of days elapsed at Section 409A of the time of termination Code (inclusive) a “409A Change in Control”), but if the vesting period Change in Control does not yet concluded at constitute a 409A Change in Control, the time of termination bears amounts shall continue to be paid on the total number of days in the vesting periodoriginally scheduled Vesting Dates. (iiic) If the Employee’s employment Award Recipient is terminated by the Employee other than with Good Reason and other than by for any reason of retirement with the approval of the Boardor no reason prior to Certification or if a Change in Control occurs prior to Certification, all unvested LTIP Awards Performance Share Units covered by this Agreement shall expire immediately, be automatically cancelled and all outstanding Options that are then vested will remain exercisable for a period of 90 days following termination, at which time they will expireforfeited in their entirety. (iv) If the Employee’s employment is terminated by Duke Energy for Cause, all unvested LTIP Awards shall expire immediately and all vested Options shall expire immediately, provided that any then outstanding options to purchase Duke Energy common stock granted before the Effective Date shall remain in effect in accordance with their terms.

Certain Terminations. Subject The Employer may terminate the Employee's -------------------- employment hereunder at any time for any reason or for no reason by providing a Notice of Termination in accordance with Section 2.02(d). If either (a) the Employee's services are terminated by the Employer for any reason other than for cause as defined in Section 2.02(b) hereof and other than due to death or disability or (b) the Employee terminates his employment for good reason as defined in Section 10(c2.02(c) hereof: : (i) If the Employee’s employment is terminated by Duke Energy without “Cause” or by Employer shall pay to the Employee with “Good Reason” any base salary and other benefits earned and accrued under this Agreement prior the date of termination, (as those terms are defined in Exhibit B heretoii) or by reason of the retirement of Employer shall pay to the Employee with a pro-rated bonus for the approval year of the Board, the Employee shall be entitled to certain special severance payments and benefits (termination in addition an amount equal to the provision made in Section 10(a), as applicable), as follows: product of (A) Each Option and Phantom Stock Unit outstanding at the time of termination (target bonus established with respect to the extent then not already vested) shall continue to vest as Employee for such year, or if no such target is established the Employee’s employment had not terminated, and all vested Options (including those that vest pursuant bonus paid or payable to the operation of this subsection (b)(i)(A)) will remain exercisable Employee for the full duration year prior to the year of their ten-year term. termination, multiplied by (B) Each Performance Share Award outstanding at a fraction, the time numerator of termination shall remain outstanding and shall be payable (if at all) as determined in accordance with its terms without regard to which is the termination of employment under this subsection (b)(i). (ii) If the Employee’s employment is terminated for death or disability due to physical or mental illness or injury that precludes the Employee from performing any job for which he is qualified and able to perform based upon his education, training or experience, (A) all outstanding and unvested Options and Phantom Stock Units will vest immediately, (B) all outstanding and vested Options (including those that vest pursuant to the operation of this subsection (b)(ii)) will remain exercisable for the full duration of their ten-year term, and (C) each Performance Share Award outstanding at the time of termination shall remain outstanding and shall be payable (if at all) as determined in accordance with its terms without regard to the termination of employment under this subsection (b)(ii), provided that the amount payable shall be such proportion of the amount otherwise payable that the number of days elapsed at the time of termination (inclusive) in the vesting period not yet concluded at the time of termination bears to the total number of days in the vesting period. year of termination completed prior to such termination and the denominator of which is 365; provided that if a target bonus had been established with respect to the year of termination, a pro-rated bonus shall be payable pursuant to this Section 2.02(e)(ii) only if the performance goals established with respect to such target bonus have been achieved by the date the bonus would have been paid in the absence of the Employee's termination of employment, (iii) If the Employee’s employment is terminated Employer agrees that such termination would not be voluntary or a termination "for cause" as contemplated by any stock option or other incentive plans and any stock option or other award agreements entered into between the Employer and the Employee (including agreements that may be entered into after the date hereof), and that any stock options with respect to the Employer's stock held by the Employee other than with Good Reason and other than by reason of retirement with the approval shall become fully exercisable as of the Board, all unvested LTIP Awards date of such termination and shall expire immediately, and all outstanding Options that are then vested will remain exercisable for a period until the later of 90 days three months following terminationthe date of such termination or the expiration date of such option, at which time they will expire. notwithstanding any contrary vesting schedules otherwise applicable to such options, (iv) If the Employer will continue to pay the Employee’s employment is terminated by Duke Energy , for Causethe balance of the Term, all unvested LTIP Awards his base salary as of the date of such termination, and (v) the Employee shall expire immediately have no further rights hereunder. Such continued payments will be made at the times and all vested Options shall expire immediately, provided that any then outstanding options in the manner they would have been made to purchase Duke Energy common stock granted before the Effective Date shall remain Employee in effect in accordance with their termsthe absence of such termination.

Certain Terminations. Subject The Employee shall be entitled to certain special severance payments and benefits (in addition to the provision made in Section 10(c) hereof12(a), as applicable), as follows: (i) If the Employee’s employment is terminated before the second anniversary of the Effective Date by Duke Energy without “Cause” or by the Employee with “Good Reason” (as those terms are defined in Exhibit B hereto): (A) or by reason of the retirement of the Employee with the approval of the Board, the Employee shall be entitled to certain special severance the payments and benefits (in addition to which he would have been entitled under Section 5a(iii) of the provision made in Section 10(a)Cinergy Employment Agreement, as applicable)without interest, as followshad the Employee’s employment been terminated immediately following the Effective Time, except that: (AI) Each Option No Accrued Obligations shall be payable; (II) There shall be no additional vesting or age or service credit provided under Section 5(a)(iii)(3) of the Cinergy Employment Agreement; and (III) The payments otherwise required under Section 5a(iii)(7) of the Cinergy Employment Agreement (relating to country club annual dues and Phantom Stock Unit outstanding at the time assessments) shall not be provided; and (B) a portion of termination each LTIP Award (to the extent then not already vested) shall continue vest immediately (in the case of the Performance Share Award, based on the target level of performance), such portion to vest as if be equal to (I) the Employee’s employment had number of days elapsed at the time of termination (inclusive) in the vesting period not terminatedyet concluded at the time of termination divided by (II) the number of days in the vesting period not yet concluded at the time of termination, and all vested Options (including those that vest pursuant to the operation of this subsection (b)(i)(Ab)(i)(B)) will remain exercisable for the full duration of their ten-year term. (ii) If the Employee’s employment is terminated on or after the second anniversary of the Effective Date but before the third anniversary of the Effective Date by Duke Energy without “Cause” or by the Employee with “Good Reason” (as those terms are defined in Exhibit B hereto): (A) the Employee shall be entitled to the payments and benefits to which he would have been entitled under Section 5a(ii) of the Cinergy Employment Agreement, without interest, had the Employee’s employment been terminated immediately following the Effective Time (but determined as if no “Change in Control” or “Potential Change in Control” had occurred within the meaning of the Cinergy Employment Agreement), except that: (I) No Accrued Obligations shall be payable; (II) The payment otherwise required under Section 5a(ii)(2) of the Cinergy Employment Agreement (relating the Value Creation Plan under the Cinergy Corp. 1996 Long-Term Incentive Compensation Plan) shall not be provided; and (III) The medical and dental benefits otherwise required under Section 5a(ii)(3) of the Cinergy Employment Agreement shall be based on the medical and welfare benefit plans, practices, programs or policies of Duke Energy as applicable to other senior executives of Duke Energy, subject to the otherwise applicable terms and conditions of Section 5a(ii)(3)(A), (B) Each and (C) of the Cinergy Employment Agreement; and (B) a portion of each LTIP Award (to the extent then not already vested) shall vest immediately (in the case of the Performance Share Award outstanding Award, based on the target level of performance), such portion to be equal to (I) the number of days elapsed at the time of termination shall remain outstanding and (inclusive) in the vesting period not yet concluded at the time of termination divided by (II) the number of days in the vesting period not yet concluded at the time of termination, provided that if such a termination of employment occurs after December 31, 2008, then the Performance Share Award shall be payable (if at all) as determined in accordance with its terms without regard to the termination of employment under this subsection (b)(ib)(ii), and all vested Options (including those that vest pursuant to the operation of this subsection (b)(ii)(B)) will remain exercisable for the full duration of their ten-year term. (iiiii) If the Employee’s employment is terminated for death or disability due to physical or mental illness or injury that precludes the Employee from performing any job for which he is qualified and able to perform based upon his education, training or experience, (A) all outstanding and unvested Options and Phantom Stock Units LTIP Awards will vest immediatelyimmediately (in the case of the Performance Share Award, (B) based on the target level of performance), and all outstanding and vested Options (including those that vest pursuant to the operation of this subsection (b)(iib)(iii)) will remain exercisable for the full duration of their ten-year term. (iv) If the Employee’s employment is terminated by the Employee other than with “Good Reason” (as defined in Exhibit B hereto), and a portion of each LTIP Award (Cto the extent then not already vested) each shall vest immediately (in the case of the Performance Share Award outstanding Award, based on the target level of performance), such portion to be equal to (I) the number of days elapsed at the time of termination shall remain outstanding and (inclusive) in the vesting period not yet concluded at the time of termination divided by (II) the number of days in the vesting period not yet concluded at the time of termination, provided that if such a termination of employment occurs after December 31, 2008, then the Performance Share Award shall be payable (if at all) as determined in accordance with its terms without regard to the termination of employment under this subsection (b)(iib)(iv), provided and all vested Options (including those that vest pursuant to the amount payable operation of this subsection (b)(iv)) will remain exercisable for the full duration of their ten-year term. (v) If the Employee’s employment is terminated by Duke Energy for “Cause” (as defined in Exhibit B hereto), a portion of each LTIP Award (to the extent then not already vested) shall be such proportion vest immediately (in the case of the amount otherwise payable that Performance Share Award, based on the target level of performance), such portion to be equal to (I) the number of days elapsed at the time of termination (inclusive) in the vesting period not yet concluded at the time of termination bears to divided by (II) the total number of days in the vesting period. period not yet concluded at the time of termination, provided that if such a termination of employment occurs after December 31, 2008, then the Performance Share Award shall be payable (iiiif at all) If as determined in accordance with its terms without regard to the Employee’s termination of employment is terminated by the Employee other than with Good Reason and other than by reason of retirement with the approval of the Board, all unvested LTIP Awards shall expire immediatelyunder this subsection (b)(v), and all outstanding vested Options (including those that are then vested vest pursuant to the operation of this subsection (b)(v)) will remain exercisable for a period of 90 days following terminationtermination (but not beyond their ten-year term), at which time they will expire. (iv. Any capitalized terms used but not defined in this Section 12(b) If shall have the Employee’s employment is terminated by Duke Energy for Cause, all unvested LTIP Awards meaning ascribed to them in the Cinergy Employment Agreement. The compensation and benefits to be provided under this Section 12(b) shall expire immediately be provided only if the Employee timely executes and all vested Options shall expire immediately, provided that any then outstanding options to purchase Duke Energy common stock granted before does not timely revoke a release of claims substantially in the Effective Date shall remain in effect in accordance with their terms.form attached hereto as Exhibit C.

Certain Terminations. Subject The Employer may terminate the Employee's -------------------- employment hereunder at any time for any reason or for no reason by providing a Notice of Termination in accordance with Section 2.02(d). If either (a) the Employee's services are terminated by the Employer for any reason other than for cause as defined in Section 2.02(b) hereof and other than due to death or disability or (b) the Employee terminates his employment for good reason as defined in Section 10(c2.02(c) hereof: : (i) If the Employee’s employment is terminated by Duke Energy without “Cause” or by Employer shall pay to the Employee with “Good Reason” any base salary and other benefits earned and accrued under this Agreement prior the date of termination, (as those terms are defined in Exhibit B heretoii) or by reason of the retirement of Employer shall pay to the Employee a pro-rated bonus for the year of termination in an amount equal to the product of(A) the target bonus established with the approval of the Board, respect to the Employee shall be entitled to certain special severance payments and benefits (in addition for such year, or if no such target is established the bonus paid or payable to the provision made in Section 10(a), as applicable), as follows: (A) Each Option and Phantom Stock Unit outstanding at Employee for the time of termination (year prior to the extent then not already vested) shall continue to vest as if the Employee’s employment had not terminatedyear of termination, and all vested Options (including those that vest pursuant to the operation of this subsection (b)(i)(A)) will remain exercisable for the full duration of their ten-year term. multiplied by (B) Each Performance Share Award outstanding at a fraction, the time numerator of termination shall remain outstanding and shall be payable (if at all) as determined in accordance with its terms without regard to which is the termination of employment under this subsection (b)(i). (ii) If the Employee’s employment is terminated for death or disability due to physical or mental illness or injury that precludes the Employee from performing any job for which he is qualified and able to perform based upon his education, training or experience, (A) all outstanding and unvested Options and Phantom Stock Units will vest immediately, (B) all outstanding and vested Options (including those that vest pursuant to the operation of this subsection (b)(ii)) will remain exercisable for the full duration of their ten-year term, and (C) each Performance Share Award outstanding at the time of termination shall remain outstanding and shall be payable (if at all) as determined in accordance with its terms without regard to the termination of employment under this subsection (b)(ii), provided that the amount payable shall be such proportion of the amount otherwise payable that the number of days elapsed at the time of termination (inclusive) in the vesting period not yet concluded at the time of termination bears to the total number of days in the vesting period. year of termination completed prior to such termination and the denominator of which is 365; provided that if a target bonus had been established with respect to the year of termination, a pro-rated bonus shall be payable pursuant to this Section 2.02(e)(ii) only if the performance goals established with respect to such target bonus have been achieved by the date the bonus would have been paid in the absence of the Employee's termination of employment, (iii) If the Employee’s employment is terminated Employer agrees that such termination would not be voluntary or a termination "for cause" as contemplated by any stock option or other incentive plans and any stock option or other award agreements entered into between the Employer and the Employee (including agreements that may be entered into after the date hereof), and that any stock options with respect to the Employer's stock held by the Employee other than with Good Reason and other than by reason of retirement with the approval shall become fully exercisable as of the Board, all unvested LTIP Awards date of such termination and shall expire immediately, and all outstanding Options that are then vested will remain exercisable for a period until the later of 90 days three months following terminationthe date of such termination or the expiration date of such option, at which time they will expire. notwithstanding any contrary vesting schedules otherwise applicable to such options, (iv) If the Employer will continue to pay the Employee’s employment is terminated by Duke Energy , for Causethe balance of the Term, all unvested LTIP Awards his base salary as of the date of such termination, and (v) the Employee shall expire immediately have no further rights hereunder. Such continued payments will be made at the times and all vested Options shall expire immediately, provided that any then outstanding options in the manner they would have been made to purchase Duke Energy common stock granted before the Effective Date shall remain Employee in effect in accordance with their termsthe absence of such termination.

Certain Terminations. Subject The Employer may terminate the Employee's -------------------- employment hereunder at any time for any reason or for no reason by providing a Notice of Termination in accordance with Section 2.02(c). If the Employee's services are terminated by the Employer for any reason other than for cause as defined in Section 2.02(b) hereof and other than due to Section 10(c) hereof: death or disability: (i) If the Employee’s employment is terminated by Duke Energy without “Cause” or by Employer shall pay to the Employee with “Good Reason” any base salary and other benefits earned and accrued under this Agreement prior to the date of termination, (as those terms are defined in Exhibit B heretoii) or by reason of the retirement of Employer shall pay to the Employee with a pro-rated bonus for the approval year of the Board, the Employee shall be entitled to certain special severance payments and benefits (termination in addition an amount equal to the provision made in Section 10(a), as applicable), as follows: product of (A) Each Option and Phantom Stock Unit outstanding at the time of termination (target bonus established with respect to the extent then not already vested) shall continue to vest as Employee for such year, or if no such target is established the Employee’s employment had not terminated, and all vested Options (including those that vest pursuant bonus paid or payable to the operation of this subsection (b)(i)(A)) will remain exercisable Employee for the full duration year prior to the year of their ten-year term. termination, multiplied by (B) Each Performance Share Award outstanding at a fraction, the time numerator of termination shall remain outstanding and shall be payable (if at all) as determined in accordance with its terms without regard to which is the termination of employment under this subsection (b)(i). (ii) If the Employee’s employment is terminated for death or disability due to physical or mental illness or injury that precludes the Employee from performing any job for which he is qualified and able to perform based upon his education, training or experience, (A) all outstanding and unvested Options and Phantom Stock Units will vest immediately, (B) all outstanding and vested Options (including those that vest pursuant to the operation of this subsection (b)(ii)) will remain exercisable for the full duration of their ten-year term, and (C) each Performance Share Award outstanding at the time of termination shall remain outstanding and shall be payable (if at all) as determined in accordance with its terms without regard to the termination of employment under this subsection (b)(ii), provided that the amount payable shall be such proportion of the amount otherwise payable that the number of days elapsed at the time of termination (inclusive) in the vesting period not yet concluded at the time of termination bears to the total number of days in the vesting period. year of termination completed prior to such termination and the denominator of which is 365; provided that if a target bonus had been established with respect to the year of termination, a pro-rated bonus shall be payable pursuant to this Section 2.02(d)(ii) only if the performance goals established with respect to such target bonus have been achieved by the date the bonus would have been paid in the absence of the Employee's termination of employment (iii) If the Employee’s employment is terminated Employer agrees that such termination would not be voluntary or a termination "for cause" as contemplated by any stock option or other incentive plans and any stock option or other award agreements entered into between the Employer and the Employee (including agreements that may be entered into after the date hereof), and that any stock options with respect to the Employer's stock held by the Employee other than with Good Reason and other than by reason of retirement with the approval shall become fully exercisable as of the Board, all unvested LTIP Awards date of such termination and shall expire immediately, and all outstanding Options that are then vested will remain exercisable for a period until the later of 90 days three months following terminationthe date of such termination or the expiration date of such option, at which time they will expire. notwithstanding any contrary vesting schedules otherwise applicable to such options, (iv) If the Employer will continue to pay the Employee’s employment is terminated by Duke Energy , for Causethe balance of the Term, all unvested LTIP Awards his base salary as of the date of such termination, and (v) the Employee shall expire immediately have no further rights hereunder. Such continued payments will be made at the times and all vested Options shall expire immediately, provided that any then outstanding options in the manner they would have been made to purchase Duke Energy common stock granted before the Effective Date shall remain Employee in effect in accordance with their termsthe absence of such termination.

Certain Terminations. Subject to Section 10(c) hereof: (i) If The Employer may terminate the Employee’s employment is hereunder at any time for any reason or for no reason by providing a Notice of Termination in accordance with Section 2.02(d). If either (a) the Employee’s services are terminated by Duke Energy without “Cause” the Employer for any reason other than for cause as defined in Section 2.02(b) hereof and other than due to death or by disability or (b) the Employee with “Good Reason” (terminates her employment for good reason as those terms are defined in Exhibit B heretoSection 2.02(c) or by reason of hereof: (i) the retirement of Employer shall pay to the Employee with any base salary and other benefits earned and accrued under this Agreement prior to the approval date of termination, such amount to be paid within 75 days following such termination; (ii) the Board, Employer shall pay to the Employee shall be entitled to certain special severance payments and benefits (a pro-rated bonus for the year of termination in addition an amount equal to the provision made in Section 10(a), as applicable), as follows: product of (A) Each Option and Phantom Stock Unit outstanding at the time of termination (target bonus established with respect to the extent then not already vested) shall continue to vest as Employee for the year of termination, or if no such target is established, the Employee’s employment had not terminated, and all vested Options (including those that vest pursuant bonus paid or payable to the operation of this subsection (b)(i)(A)) will remain exercisable Employee for the full duration year prior to the year of their ten-year term. termination, multiplied by (B) Each Performance Share Award outstanding at a fraction, the time numerator of termination shall remain outstanding and shall be payable (if at all) as determined in accordance with its terms without regard to which is the termination of employment under this subsection (b)(i). (ii) If the Employee’s employment is terminated for death or disability due to physical or mental illness or injury that precludes the Employee from performing any job for which he is qualified and able to perform based upon his education, training or experience, (A) all outstanding and unvested Options and Phantom Stock Units will vest immediately, (B) all outstanding and vested Options (including those that vest pursuant to the operation of this subsection (b)(ii)) will remain exercisable for the full duration of their ten-year term, and (C) each Performance Share Award outstanding at the time of termination shall remain outstanding and shall be payable (if at all) as determined in accordance with its terms without regard to the termination of employment under this subsection (b)(ii), provided that the amount payable shall be such proportion of the amount otherwise payable that the number of days elapsed at the time of termination (inclusive) in the vesting period not yet concluded at the time of termination bears to the total number of days in the vesting period. year of termination completed prior to such termination and the denominator of which is 365; provided that if a target bonus had been established with respect to the year of termination, a pro-rated bonus shall be payable pursuant to this Section 2.02(e)(ii) only if the performance goals established with respect to such target bonus have been achieved by the date the bonus would have been paid in the absence of the Employee’s termination of employment, such amount, in any case, to be paid, subject to Section 7.10 hereof, on March 15th of the calendar year beginning immediately after the Employee’s termination of employment; (iii) If the Employer agrees that such termination would not be voluntary or a termination “for cause” as contemplated by any stock option or other incentive plans of the Employer or Holdings and any stock option or other award agreements entered into between the Employer or Holdings and the Employee (including agreements that may be entered into after the date hereof), and that any stock options with respect to the Employer’s or Holdings’ stock held by the Employee shall become fully vested and exercisable as of the date of such termination, and shall remain exercisable until the expiration date of such options, notwithstanding any contrary vesting schedules otherwise applicable to such options; (iv) the Employer will continue to pay the Employee on its regular payroll dates, for the balance of the Term, her base salary as of the date of such termination, with such payments to begin on the Employer’s first regular payroll date of the seventh month following such termination of employment; provided, that, such first payment shall include an amount equal to the Employee’s employment is terminated by base salary for the period between the date of termination and the first regular payroll date of the seventh month following such termination; and (v) the Employee other than with Good Reason and other than by reason shall have no further rights hereunder.” 4. Clause (C) of retirement with the approval Section 5.01(a) of the Board, all unvested LTIP Awards shall expire immediately, Employment Agreement is hereby amended and all outstanding Options that are then vested will remain exercisable for a period of 90 days following termination, at which time they will expire. (iv) If the Employee’s employment is terminated by Duke Energy for Cause, all unvested LTIP Awards shall expire immediately and all vested Options shall expire immediately, provided that any then outstanding options restated in its entirety to purchase Duke Energy common stock granted before the Effective Date shall remain in effect in accordance with their terms.read as follows:

Certain Terminations. Subject to Section 10(c(a) hereof: If Employee's employment with the --------------------- Employer (or any other direct or indirect subsidiary of the Company) shall be terminated on or before December 31, 2002 (i) If the Employee’s employment is terminated by Duke Energy without “Cause” or by the Employer for Cause, (ii) by Employee with “other than for Good Reason or Just Reason” , or (as those terms are defined in Exhibit B heretoiii) or by reason Retirement of Employee, then Employee shall have no right to receive payment of any portion of the retirement Retention Bonus that remains unpaid as of the Notice Date (but Employee with the approval shall be entitled to retain any portion of the BoardRetention Bonus paid to Employee before the Notice Date); provided, however, that if a dispute arises relating to -------- ------- a termination by the Employer for Cause and the Employee is the prevailing party, the Employee shall be entitled to certain special severance payments and benefits (in addition to the provision made in Section 10(a), portion of the Retention Bonus that remained unpaid as applicable), as follows: (A) Each Option and Phantom Stock Unit outstanding at of the time of termination (to the extent then not already vested) shall continue to vest as if the Employee’s employment had not terminated, and all vested Options (including those that vest pursuant to the operation of this subsection (b)(i)(A)) will remain exercisable for the full duration of their ten-year termNotice Date. (Bb) Each Performance Share Award outstanding at If Employee's employment with the time Employer (or any other direct or indirect subsidiary of termination shall remain outstanding and the Company) shall be payable terminated by Employee for Good Reason after August 13, 2001, and on or before December 31, 2002, then (if at alli) as determined Employee shall not receive payment of any portion of the Additional Amount that remains unpaid on the Notice Date (but Employee shall be entitled to retain any portion of the Additional Amount paid to Employee before the Notice Date), (ii) the aggregate portion of the Base Amount that remains unpaid on the Notice Date shall be paid to Employee in accordance with its terms without regard a lump sum in cash within five (5) calendar days after the Date of Termination, and (iii) Employee shall be entitled to the termination of employment amounts and benefits provided under this subsection (b)(i)Sections 4.3-1, 4.3-4, 4.4, 4.5 and 4.6. (c) If Employee's employment with the Employer (or any other direct or indirect subsidiary of the Company) shall be terminated after December 31, 2002 and before August 14, 2003 (i) by the Employer (or any such other direct or indirect subsidiary of the Company) for no reason or any reason other than Cause, or (ii) If the Employee’s employment is terminated by Employee for death or disability due to physical or mental illness or injury that precludes the Good Reason, then Employee from performing any job for which he is qualified and able to perform based upon his education, training or experience, (A) all outstanding and unvested Options and Phantom Stock Units will vest immediately, (B) all outstanding and vested Options (including those that vest pursuant shall be entitled to the operation of this subsection (b)(ii)) will remain exercisable for the full duration of their tenamounts and benefits provided under Sections 4.3-year term1, 4.3-4, 4.4, 4.5 and (C) each Performance Share Award outstanding at the time of termination shall remain outstanding and shall be payable (if at all) as determined in accordance with its terms without regard to the termination of employment under this subsection (b)(ii), provided that the amount payable shall be such proportion of the amount otherwise payable that the number of days elapsed at the time of termination (inclusive) in the vesting period not yet concluded at the time of termination bears to the total number of days in the vesting period4.6. (iiid) If Notwithstanding anything to the contrary contained herein, in the event of a dispute concerning termination of Employee’s 's employment is terminated by the Employee other than with Good Reason and other than by reason of retirement with the approval Employer (or any other direct or indirect subsidiary of the BoardCompany), all unvested LTIP Awards future payments of the Retention Bonus that would otherwise become due hereunder shall expire immediatelybe postponed until such date (if any) on which Employee is determined to be entitled to such postponed payments as a result of a final determination of such dispute either by mutual written agreement of the parties, by a binding and all outstanding Options that are then vested will remain exercisable final arbitration award or by a final judgment, order or decree of a court of competent jurisdiction (the time for a period of 90 days following termination, at which time they will expireappeal therefrom having expired and no appeal having been perfected). (iv) If the Employee’s employment is terminated by Duke Energy for Cause, all unvested LTIP Awards shall expire immediately and all vested Options shall expire immediately, provided that any then outstanding options to purchase Duke Energy common stock granted before the Effective Date shall remain in effect in accordance with their terms.

Certain Terminations. Subject The Employer may terminate the Employee's -------------------- employment hereunder at any time for any reason or for no reason by providing a Notice of Termination in accordance with Section 2.02(c). If the Employee's services are terminated by the Employer for any reason other than for cause as defined in Section 2.02(b) hereof and other than due to Section 10(c) hereof: death or disability: (i) If the Employee’s employment is terminated by Duke Energy without “Cause” or by Employer shall pay to the Employee with “Good Reason” any base salary and other benefits earned and accrued under this Agreement prior the date of termination, (as those terms are defined in Exhibit B heretoii) or by reason of the retirement of Employer shall pay to the Employee a pro-rated bonus for the year of termination in an amount equal to the product of(A) the target bonus established with the approval of the Board, respect to the Employee shall be entitled to certain special severance payments and benefits (in addition for such year, or if no such target is established the bonus paid or payable to the provision made in Section 10(a), as applicable), as follows: (A) Each Option and Phantom Stock Unit outstanding at Employee for the time of termination (year prior to the extent then not already vested) shall continue to vest as if the Employee’s employment had not terminatedyear of termination, and all vested Options (including those that vest pursuant to the operation of this subsection (b)(i)(A)) will remain exercisable for the full duration of their ten-year term. multiplied by (B) Each Performance Share Award outstanding at a fraction, the time numerator of termination shall remain outstanding and shall be payable (if at all) as determined in accordance with its terms without regard to which is the termination of employment under this subsection (b)(i). (ii) If the Employee’s employment is terminated for death or disability due to physical or mental illness or injury that precludes the Employee from performing any job for which he is qualified and able to perform based upon his education, training or experience, (A) all outstanding and unvested Options and Phantom Stock Units will vest immediately, (B) all outstanding and vested Options (including those that vest pursuant to the operation of this subsection (b)(ii)) will remain exercisable for the full duration of their ten-year term, and (C) each Performance Share Award outstanding at the time of termination shall remain outstanding and shall be payable (if at all) as determined in accordance with its terms without regard to the termination of employment under this subsection (b)(ii), provided that the amount payable shall be such proportion of the amount otherwise payable that the number of days elapsed at the time of termination (inclusive) in the vesting period not yet concluded at the time of termination bears to the total number of days in the vesting period. year of termination completed prior to such termination and the denominator of which is 365; provided that if a target bonus had been established with respect to the year of termination, a pro-rated bonus shall be payable pursuant to this Section 2.02(d)(ii) only if the performance goals established with respect to such target bonus have been achieved by the date the bonus would have been paid in the absence of the Employee's termination of employment (iii) If the Employee’s employment is terminated Employer agrees that such termination would not be voluntary or a termination "for cause" as contemplated by any stock option or other incentive plans and any stock option or other award agreements entered into between the Employer and the Employee (including agreements that may be entered into after the date hereof), and that any stock options with respect to the Employer's stock held by the Employee other than with Good Reason and other than by reason of retirement with the approval shall become fully exercisable as of the Board, all unvested LTIP Awards date of such termination and shall expire immediately, and all outstanding Options that are then vested will remain exercisable for a period until the later of 90 days three months following terminationthe date of such termination or the expiration date of such option, at which time they will expire. notwithstanding any contrary vesting schedules otherwise applicable to such options, (iv) If the Employer will continue to pay the Employee’s employment is terminated by Duke Energy , for Causethe balance of the Term, all unvested LTIP Awards her base salary as of the date of such termination, and (v) the Employee shall expire immediately have no further rights hereunder. Such continued payments will be made at the times and all vested Options shall expire immediately, provided that any then outstanding options in the manner they would have been made to purchase Duke Energy common stock granted before the Effective Date shall remain Employee in effect in accordance with their termsthe absence of such termination.