Common use of Long-Term Incentive Compensation Clause in Contracts

Long-Term Incentive Compensation. On the later of the Start Date or the next regularly scheduled grant date for awards by the Corporation, Executive shall be granted an award of stock appreciation rights (SARs) under the Corporation’s 2006 Equity Incentive Plan (“2006 EIP”) having a grant date value of not less than $4,900,000, as determined consistent with Schedule A attached hereto (the “Initial SAR Award”); provided, however, that the vesting commencement date shall be the Start Date in all instances. In addition, subject to Executive’s continued employment with the Corporation on the applicable date of grant, Executive will be granted, in calendar 2012 and 2013 at the time annual awards are granted (or, if not granted, would be granted) to other senior executives, respective additional annual awards of SARs and/or other long-term incentive award with an aggregate grant date value of not less than the median aggregate grant date value of annual long-term incentive awards made to the Chief Executive Officers of the Corporation’s peer group of companies approved by the Human Resources Committee of the Board of Director for this purpose (consistent with recent past practices) and determined consistent with Schedule A (the “2012/2013 Grant Metrics”); provided, however, that the 2012/2013 Grant Metrics shall not apply to any awards made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or after the consummation of an initial public offering of the Corporation’s common stock. The per share exercise price for the SARs granted pursuant to this Section 5 shall equal the Fair Market Value (as defined under the 2006 EIP, or successor plan) of an underlying share of the Corporation’s common stock on the date of grant. Subject to the accelerated vesting provisions set forth herein, the Initial SAR Award and any annual long-term incentive award granted in 2012 shall vest as to 25% of the shares subject to the award on the first anniversary of the vesting commencement date (which shall be Start Date for the Initial SAR Award and the date of grant for such 2012 award), and as to 1/48th of the shares subject to the award monthly (on the same calendar date during the month as the Start Date for the Initial SAR Award and the date of grant for such 2012 award) thereafter, subject to Executive continuing to provide services to the Corporation through the relevant vesting dates, except as otherwise provided herein. Each award of SARs granted in 2011 or 2012 (if any) will have a term of like duration as annual grants made to other senior executives during such years (but not less than seven (7) years) and except as specifically set forth herein shall be subject to the terms and conditions of the 2006 EIP (or successor plan) and the grant notice and award agreement evidencing the award as set forth in Exhibit A attached hereto, which collectively shall be the governing documents with respect to each award of SARs granted in 2011 or 2012 (if any). Any long-term incentive awards and/or provisions thereof that are not required under this Section 5 shall be determined solely by the Board of Directors and/or its Human Resources Committee, subject to such terms as apply pursuant to the Second Part and the Third Part of this Agreement.

Long-Term Incentive Compensation. On During the later Employment Period, the Executive shall participate in the Company’s long term incentive compensation arrangements, including without limitation the Company’s Long Term Equity Incentive Plan and successor plans, if any (collectively, the “LTI”), as such arrangements are in effect from time to time, on terms and conditions generally applicable to the highest level of the Start Date Company’s executive employees. The Executive’s target awards for LTI purposes shall be determined separately for each new performance measurement period by the Committee within ninety (90) days of the commencement of each performance measurement period and, subject to the performance measurement cycle(s) established by the Committee, no less frequently than every twelve (12) months during the Employment Period. Notwithstanding the foregoing, the Executive's LTI award for 2016 shall have a date of grant value, as calculated on a basis consistent with LTI awards to all other similarly-situated executives, of 90% of the Executive's Annual Base Salary. LTI awards in the Committee’s or the next regularly scheduled grant date for awards by the Corporation, Executive shall Board’s discretion may be granted an award in the form of stock options, restricted stock, phantom stock, cash, stock appreciation rights (SARs) under the Corporation’s 2006 Equity Incentive Plan (“2006 EIP”) having a grant date value of not less than $4,900,000or units, as determined consistent with Schedule A attached hereto (the “Initial SAR Award”); providedperformance shares or any combination thereof, however, that the vesting commencement date shall be the Start Date in all instances. In addition, subject to Executive’s continued employment with the Corporation on the applicable date of grant, Executive will be granted, in calendar 2012 and 2013 at the time annual awards are granted (or, if not granted, would be granted) to or other senior executives, respective additional annual awards of SARs and/or other long-term incentive award with an aggregate grant date value of not less than the median aggregate grant date value of annual long-term incentive awards made to the Chief Executive Officers of the Corporation’s peer group of companies form approved by the Human Resources Committee or the Board (collectively, “LTI Awards”), as provided in the LTI. Provided the Executive is employed by the Company at the end of the Board of Director for this purpose applicable calendar year (consistent with recent past practices) and determined consistent with Schedule A (the “2012/2013 Grant Metrics”); provided, however, that the 2012/2013 Grant Metrics shall not apply to any awards made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or after the consummation of an initial public offering of the Corporation’s common stock. The per share exercise price for the SARs granted pursuant to this Section 5 shall equal the Fair Market Value (as defined under the 2006 EIP, or successor plan) of an underlying share of the Corporation’s common stock on the date of grant. Subject to the accelerated vesting provisions set forth herein, the Initial SAR Award and any annual long-term incentive award granted in 2012 shall vest as to 25% of the shares subject to the award on the first anniversary of the vesting commencement date (which shall be Start Date for the Initial SAR Award and the date of grant for such 2012 award), and as to 1/48th of the shares subject to the award monthly (on the same calendar date during the month as the Start Date for the Initial SAR Award and the date of grant for such 2012 award) thereafter, subject to Executive continuing to provide services to the Corporation through the relevant vesting dates, except as otherwise provided herein. Each award of SARs granted in 2011 or 2012 (if any) will have a term of like duration as annual grants made to other senior executives during such years (but not less than seven (7) years) and except as specifically set forth herein Paragraph 5 below), the Executive’s LTI Awards shall be subject to fully vested upon the terms and conditions close of the 2006 EIP (or successor plan) performance period to which they relate. Unless deferred by the written agreement of the Company and the grant notice and award agreement evidencing Executive in accordance with Section 409A, the award as set forth in Exhibit A attached hereto, which collectively Executive’s LTI Awards shall be paid promptly after the governing documents with respect close of such performance period but in any event on or before March 15 of the calendar year following the calendar year in which the Executive first acquires a vested right to each award of SARs granted in 2011 or 2012 (if any). Any long-term incentive awards and/or provisions thereof that are not required under this Section 5 shall be determined solely by the Board of Directors and/or its Human Resources Committee, subject to receive such terms as apply pursuant to the Second Part and the Third Part of this AgreementLTI Award.

Long-Term Incentive Compensation. On Without limiting Buyer’s obligations under Section 9.01(a), to the later of extent that any Business Employee (including any Inactive Business Employee) is eligible to participate in the Start Seller Long-Term Incentive Plan immediately prior to the Closing Date, (i) if the Closing Date is on or before the next regularly scheduled grant date for on which Seller or its Affiliate, as applicable, grants awards by the Corporation, Executive shall be granted an award of stock appreciation rights (SARs) under the Corporation’s 2006 Equity Seller Long-Term Incentive Plan (“2006 EIP”) having a grant date value of not less than $4,900,000, as determined consistent with Schedule A attached hereto (the “Initial SAR Award”); provided, however, that the vesting commencement date shall be the Start Date in all instances. In addition, subject to Executive’s continued employment with the Corporation on the applicable date of grant, Executive will be grantedPlan, in calendar 2012 and 2013 at the time annual awards are granted (orordinary course, if not grantedwith respect to the performance period beginning in 2018, would be granted) to other senior executivesBuyer shall, respective additional annual awards or shall cause one or more of SARs and/or other its Affiliates to, implement an incentive plan or arrangement that provides each Business Employee who becomes a Transferred Employee with a long-term incentive award, the value of which is substantially comparable to that provided (or that which would have been provided for the performance period beginning in 2018) under the Seller Long-Term Incentive Plan immediately prior to the Closing Date (but without regard to the form of award under Seller’s Long Term Incentive Plan) and (ii) if the Closing Date is after such date, Seller shall, or shall cause one or more of its Affiliates to, grant awards for the performance period beginning in 2018 under the Seller Long-Term Incentive Plan to such Business Employees. Buyer shall replace any award to a Transferred Employee under the Seller Long-Term Incentive Plan that will be forfeited by such Transferred Employee solely as a result of the transactions contemplated by this Agreement with an aggregate grant date award of economically equivalent value of not less than and with the median aggregate grant date value of annual long-term incentive awards made same vesting schedule as such forfeited award (but without regard to the Chief Executive Officers form of the Corporation’s peer group forfeited award) where such grant of companies approved any such new award would not, in the reasonable belief of Buyer result in the imposition of any additional taxes by the Human Resources Committee reason of the Board application of Director for this purpose (consistent with recent past practices) and determined consistent with Schedule A (the “2012/2013 Grant Metrics”); provided, however, that the 2012/2013 Grant Metrics shall not apply to any awards made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or after the consummation of an initial public offering Section 409A of the Corporation’s common stock. The per share exercise price for the SARs granted pursuant to this Section 5 shall equal the Fair Market Value (as defined under the 2006 EIP, or successor plan) of an underlying share of the Corporation’s common stock on the date of grant. Subject to the accelerated vesting provisions set forth herein, the Initial SAR Award and any annual long-term incentive award granted in 2012 shall vest as to 25% of the shares subject to the award on the first anniversary of the vesting commencement date (which shall be Start Date for the Initial SAR Award and the date of grant for such 2012 award), and as to 1/48th of the shares subject to the award monthly (on the same calendar date during the month as the Start Date for the Initial SAR Award and the date of grant for such 2012 award) thereafter, subject to Executive continuing to provide services to the Corporation through the relevant vesting dates, except as otherwise provided herein. Each award of SARs granted in 2011 or 2012 (if any) will have a term of like duration as annual grants made to other senior executives during such years (but not less than seven (7) years) and except as specifically set forth herein shall be subject to the terms and conditions of the 2006 EIP (or successor plan) and the grant notice and award agreement evidencing the award as set forth in Exhibit A attached hereto, which collectively shall be the governing documents with respect to each award of SARs granted in 2011 or 2012 (if any). Any long-term incentive awards and/or provisions thereof that are not required under this Section 5 shall be determined solely by the Board of Directors and/or its Human Resources Committee, subject to such terms as apply pursuant to the Second Part and the Third Part of this AgreementCode.

Long-Term Incentive Compensation. (i) On the later of Effective Date, the Start Date or the next regularly scheduled Corporation shall grant date for awards by the Corporation, to Executive shall be granted an award of 500,000 restricted stock appreciation rights (SARs) under the Corporation’s 2006 Equity Incentive Plan (“2006 EIP”) having a grant date value of not less than $4,900,000, as determined consistent with Schedule A attached hereto units (the “Initial SAR RSU Award”); provided, however, that the vesting commencement date shall be the Start Date in all instances. In addition, subject to Executive’s continued employment with the Corporation on the applicable date of grant, Executive will be granted, in calendar 2012 and 2013 at the time annual awards are granted (or, if not granted, would be granted) to other senior executives, respective additional annual awards of SARs and/or other long-term incentive award with an aggregate grant date value of not less than the median aggregate grant date value of annual long-term incentive awards made to the Chief Executive Officers be settled in shares of the Corporation’s peer group of companies approved by common stock pursuant to the Human Resources Committee of the Board of Director for this purpose (consistent with recent past practices) and determined consistent with Schedule A Corporation’s 2018 Omnibus Incentive Plan (the “2012/2013 Grant MetricsPlan”); provided. The Initial RSU Award shall (a) be contingent on shareholder approval of a sufficient number of additional shares of the Corporation’s common stock to settle the Initial RSU Award in such shares, however, (b) vest on the third (3rd) anniversary of the Effective Date provided that Executive remains continuously employed by the 2012/2013 Grant Metrics shall not apply Corporation through such date and (c) include an opportunity for Executive to any awards made during calendar 2012 or 2013 other than earn additional restricted stock units at the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted end of the vesting period based on or after the consummation of an initial public offering price of the Corporation’s common stock, as described in Appendix A attached hereto. The per share exercise price Corporation shall submit a proposal for the SARs granted pursuant to this Section 5 shall equal the Fair Market Value (as defined approval of additional shares under the 2006 EIP, or successor plan) of an underlying share of Plan to its shareholders no later than the Corporation’s common next annual meeting of shareholders, and Executive and the Corporation shall make good faith efforts to continue to seek such shareholder approval if the initial proposal is not approved. If the Corporation’s shareholders do not approve sufficient additional shares under the Plan, then the Initial RSU Award shall be null and void and the Corporation shall grant to Executive a cash-settled award of restricted stock units (the “Cash-Settled RSU Award”) with similar terms to the Initial RSU Award except that such award shall be settled in cash rather than shares and shall be subject to a cap on the date amount payable by the Corporation of grant$10,000,000 and such Cash-Settled RSU Award will be made in compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Subject If the amount of the payment under the Cash-Settled RSU Award is limited by such cap, then the Corporation and Executive agree to negotiate in good faith to reach agreement with respect to alternative arrangements to compensate Executive for such limitation, which agreement may include one or more grants of shares if and when additional shares are authorized by the accelerated vesting provisions set forth herein, Corporation’s shareholders. Executive understands and agrees that the Initial SAR RSU Award (and any annual longCash-term incentive award granted in 2012 shall vest as to 25% of the shares subject to the award on the first anniversary of the vesting commencement date (which shall be Start Date for the Initial SAR Award and the date of grant for such 2012 award)Settled RSU Award, and as to 1/48th of the shares subject to the award monthly (on the same calendar date during the month as the Start Date for the Initial SAR Award and the date of grant for such 2012 awardif applicable) thereafter, subject to Executive continuing to provide services to the Corporation through the relevant vesting dates, except as otherwise provided herein. Each award of SARs granted in 2011 or 2012 (if any) will have a term of like duration as annual grants made to other senior executives during such years (but not less than seven (7) years) and except as specifically set forth herein shall be subject to the provisions of the Plan and an award agreement or other separate written agreements evidencing the grant, which shall conform to the applicable terms of this Agreement. Notwithstanding the foregoing, to the extent the Corporation determines that the Cash-Settled RSU Award may not be granted under the Plan, nothing contained in this Section 4.d.i is intended to be construed as limiting the Corporation’s obligation to grant the Cash-Settled RSU Award outside of the terms of the Plan. Additional terms and conditions of the 2006 EIP Initial RSU Award, including the treatment thereof upon a Change of Control (or successor plan) and the grant notice and award agreement evidencing the award as defined below), are set forth in Exhibit Appendix A attached hereto, which collectively shall be the governing documents with respect to each award of SARs granted in 2011 or 2012 (if any). Any long-term incentive awards and/or provisions thereof that are not required under this Section 5 shall be determined solely by the Board of Directors and/or its Human Resources Committee, subject to such terms as apply pursuant to the Second Part and the Third Part of this Agreement.

Long-Term Incentive Compensation. On During the later of Employment Period, the Start Date or the next regularly scheduled grant date for awards by the Corporation, Executive shall be granted entitled to participate in all long-term incentive plans, practices, policies and programs applicable generally to other peer executives of the Company, provided that for each fiscal year ending during the Employment Period, the Company shall, on the earlier (the "Award Date") of (A) the date on which the Annual Bonus with respect to such fiscal year is paid, if any and (B) the Last Payment Date, grant the Executive either (1) stock options (each an award "Option" and collectively the "Option Award"), each to purchase one share of the common stock appreciation rights of Duke Power Company at a price equal to Fair Market Value (SARsas defined below) under as of the Corporation’s 2006 Equity Incentive Plan Award Date, (“2006 EIP”2) having shares of restricted common stock of Duke Power Company (each a grant date value "Restricted Share" and collectively the "Restricted Stock Award"), or (3) both an Option Award and a Restricted Stock Award (a "Combination Award"), in an amount such that the Aggregate Value (as defined below) of the Option Award, the Restricted Stock Award or the Combination Award, as applicable, on the Award Date is not less than $4,900,00055% of the sum of (x) the Annual Base Salary and (y) the Target Bonus Amount for the fiscal year with respect to which the Option Award, the Restricted Stock Award or the Combination Award, as determined consistent applicable, is made. Options granted as part of any Option Award shall have a term of 10 years, and vest and become exercisable ratably in three annual installments beginning on the first anniversary of the Award Date, and Shares granted as part of any Restricted Stock Award shall become free of all restrictions (including, without limitation, with Schedule A attached hereto respect to transferability) ratably in installments, each of which installment shall occur on the date the Executive achieves one of several performance goals (the “Initial SAR Award”)"Restricted Stock Performance Goals") whose number, level and content shall be set by the Compensation Committee of the Board in consultation with the Executive; provided, however, that the vesting commencement date number, level and content of the Restricted Stock Performance Goals shall be the Start Date in all instances. In addition, subject to Executive’s continued employment with the Corporation on the applicable date of grant, Executive will be grantedsuch that, in calendar 2012 and 2013 at the time annual awards are granted (orevent the Executive achieves all the Restricted Stock Performance Goals, if not granted, would be granted) to other senior executives, respective additional annual awards of SARs and/or other long-term incentive award with an aggregate grant date value of not less than the median aggregate grant date value of annual long-term incentive awards made to the Chief Executive Officers one- third of the Corporation’s peer group Restricted Stock Award shall have become free of companies approved by the Human Resources Committee all restrictions on each of the Board of Director for this purpose (consistent with recent past practices) and determined consistent with Schedule A (the “2012/2013 Grant Metrics”); provided, however, that the 2012/2013 Grant Metrics shall not apply to any awards made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or after the consummation of an initial public offering first three anniversaries of the Corporation’s common stockAward Date. The per share exercise price for For the SARs granted pursuant to this Section 5 shall equal the Fair Market Value (as defined under the 2006 EIP, or successor plan) of an underlying share of the Corporation’s common stock on the date of grant. Subject to the accelerated vesting provisions set forth herein, the Initial SAR Award and any annual long-term incentive award granted in 2012 shall vest as to 25% of the shares subject to the award on the first anniversary of the vesting commencement date (which shall be Start Date for the Initial SAR Award and the date of grant for such 2012 award), and as to 1/48th of the shares subject to the award monthly (on the same calendar date during the month as the Start Date for the Initial SAR Award and the date of grant for such 2012 award) thereafter, subject to Executive continuing to provide services to the Corporation through the relevant vesting dates, except as otherwise provided herein. Each award of SARs granted in 2011 or 2012 (if any) will have a term of like duration as annual grants made to other senior executives during such years (but not less than seven (7) years) and except as specifically set forth herein shall be subject to the terms and conditions of the 2006 EIP (or successor plan) and the grant notice and award agreement evidencing the award as set forth in Exhibit A attached hereto, which collectively shall be the governing documents with respect to each award of SARs granted in 2011 or 2012 (if any). Any long-term incentive awards and/or provisions thereof that are not required under this Section 5 shall be determined solely by the Board of Directors and/or its Human Resources Committee, subject to such terms as apply pursuant to the Second Part and the Third Part purposes of this Agreement.B-3-2

Long-Term Incentive Compensation. On During the later of Employment Period, the Start Date or the next regularly scheduled grant date for awards by the Corporation, Executive shall be granted entitled to participate in all long-term incentive plans, practices, policies and programs applicable generally to other peer executives of the Company, provided that for each fiscal year ending during the Employment Period, the Company shall, on the earlier (the "Award Date") of (A) the date on which the Annual Bonus with respect to such fiscal year is paid, if any and (B) the Last Payment Date, grant the Executive either (1) stock options (each an award "Option" and collectively the "Option Award"), each to purchase one share of the common stock appreciation rights of Duke Power Company at a price equal to Fair Market Value (SARsas defined below) under as of the Corporation’s 2006 Equity Incentive Plan Award Date, (“2006 EIP”2) having shares of restricted common stock of Duke Power Company (each a grant date value "Restricted Share" and collectively the "Restricted Stock Award"), or (3) both an Option Award and a Restricted Stock Award (a "Combination Award"), in an amount such that the Aggregate Value (as defined below) of the Option Award, the Restricted Stock Award or the Combination Award, as applicable, on the Award Date is not less than $4,900,00045% of the sum of (x) the Annual Base Salary and (y) the Target Bonus Amount for the fiscal year with respect to which the Option Award, the Restricted Stock Award or the Combination Award, as determined consistent applicable, is made. Options granted as part of any Option Award shall have a term of 10 years, and vest and become exercisable ratably in three annual installments beginning on the first anniversary of the Award Date, and Shares granted as part of any Restricted Stock Award shall become free of all restrictions (including, without limitation, with Schedule A attached hereto respect to transferability) ratably in installments, each of which installment shall occur on the date the Executive achieves one of several performance goals (the “Initial SAR Award”)"Restricted Stock Performance Goals") whose number, level and content shall be set by the Compensation Committee of the Board in consultation with the Executive; provided, however, that the vesting commencement date number, level and content of the Restricted Stock Performance Goals shall be the Start Date in all instances. In addition, subject to Executive’s continued employment with the Corporation on the applicable date of grant, Executive will be grantedsuch that, in calendar 2012 and 2013 at the time annual awards are granted event the Executive achieves all the Restricted Stock Performance Goals, one-third of the Restricted Stock Award shall have become free of all restrictions in each of the first three anniversaries of the Award Date. For the purposes of this Agreement, "Fair Market Value" shall mean, as of any given date, the closing price of the common stock of Duke Power Company in the New York Stock Exchange Composite Transactions on such date as reported in The Wall Street Journal (or, if not grantedthere is no reported sale on such date, would be grantedon the last preceding date on which any reported sale occurred). For the purposes of this Agreement, "Aggregate Value" shall mean: with respect to an Option Award, the product of (x) to other senior executives, respective additional annual awards the number of SARs and/or other long-term incentive award with an aggregate grant date Options awarded and (y) the dollar value of not less than the median aggregate grant date value of annual long-term incentive awards made each such Option according to the Chief Executive Officers Black Xxxxxx option pricing model or such other option pricing model acceptable to both the Company and the Executive; with respect to a Restricted Stock Award, the product of (x) the Corporation’s peer group number of companies approved by the Human Resources Committee of the Board of Director for this purpose Shares awarded and (consistent with recent past practicesy) and determined consistent with Schedule A (the “2012/2013 Grant Metrics”); provided, however, that the 2012/2013 Grant Metrics shall not apply to any awards made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or after the consummation of an initial public offering of the Corporation’s common stock. The per share exercise price for the SARs granted pursuant to this Section 5 shall equal the Fair Market Value (as defined under determined without regard to the 2006 EIPrestrictions upon such Shares); and with respect to a Combination Award, or successor plan) of an underlying share the sum of the Corporation’s common stock on the date of grant. Subject to the accelerated vesting provisions set forth herein, the Initial SAR Award and any annual long-term incentive award granted in 2012 shall vest as to 25% respective Aggregate Values of the shares subject to the award on the first anniversary of the vesting commencement date (which shall be Start Date for the Initial SAR Option Award and the date Restricted Stock Award comprising the Combination Award. Determinations of grant for Aggregate Value shall be made by Ernst & Young or such 2012 award), and as to 1/48th of the shares subject other certified public accounting firm or consulting firm reasonably acceptable to the award monthly (on the same calendar date during the month Executive as the Start Date for the Initial SAR Award and the date of grant for such 2012 award) thereafter, subject to Executive continuing to provide services to the Corporation through the relevant vesting dates, except as otherwise provided herein. Each award of SARs granted in 2011 or 2012 (if any) will have a term of like duration as annual grants made to other senior executives during such years (but not less than seven (7) years) and except as specifically set forth herein shall may be subject to the terms and conditions of the 2006 EIP (or successor plan) and the grant notice and award agreement evidencing the award as set forth in Exhibit A attached hereto, which collectively shall be the governing documents with respect to each award of SARs granted in 2011 or 2012 (if any). Any long-term incentive awards and/or provisions thereof that are not required under this Section 5 shall be determined solely designated by the Board of Directors and/or its Human Resources Committee, subject to such terms as apply pursuant to the Second Part and the Third Part of this Agreement.Company. B-4-2

Long-Term Incentive Compensation. On the later In respect of the Start Date or the next regularly scheduled grant date for awards by the Corporation2017, Executive shall be granted an award of stock appreciation rights (SARs) under the Corporation’s 2006 Equity Incentive Plan (“2006 EIP”) having entitled to a grant date value of not less than $4,900,000, as determined consistent with Schedule A attached hereto (the “Initial SAR Award”); provided, however, that the vesting commencement date shall be the Start Date in all instances. In addition, subject to Executive’s continued employment with the Corporation on the applicable date of grant, Executive will be granted, in calendar 2012 and 2013 at the time annual awards are granted (or, if not granted, would be granted) to other senior executives, respective additional annual awards of SARs and/or other long-term incentive award with an aggregate grant date fair value of not less than the median aggregate grant date value of annual long-term incentive awards made $6.5 million to the Chief Executive Officers of the Corporation’s peer group of companies approved by the Human Resources Committee of the Board of Director for this purpose (consistent with recent past practices) and determined consistent with Schedule A (the “2012/2013 Grant Metrics”); provided, however, that the 2012/2013 Grant Metrics shall not apply to any awards made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or after the consummation of an initial public offering of the Corporation’s common stock. The per share exercise price for the SARs granted pursuant to this Section 5 shall equal the Fair Market Value (as defined under the 2006 EIP, or successor plan) of an underlying share of the Corporation’s common stock on the date of grant. Subject to the accelerated vesting provisions set forth herein, the Initial SAR Award and any annual long-term incentive award be granted in 2012 shall vest as to 25% the following manner: (i) $1.2 million in performance share units with a three-year performance metric of the shares subject to the award on the first anniversary relative TSR, (ii) $2.9 million in performance share units with a three-year performance metric of the vesting commencement date cumulative free cash flow, (which shall be Start Date for the Initial SAR Award iii) $1.2 million in performance restricted stock units and the date of grant for such 2012 award)(iv) $1.2 million in stock options, and as to 1/48th of the shares subject to the award monthly (on the same calendar date during the month as the Start Date for the Initial SAR Award and the date of grant for such 2012 award) thereafterin each case, subject to Executive continuing to provide services to the Corporation through the relevant vesting dates, except as otherwise provided herein. Each award of SARs granted in 2011 or 2012 (if any) will have a term of like duration as annual grants made to other senior executives during such years (but not less than seven (7) years) and except as specifically set forth herein shall be subject to the terms and conditions of the 2006 EIP (or successor plan) applicable award agreements and the Amended and Restated 2012 Long-Term Incentive Plan. In respect of the 2018 fiscal year, Executive shall be entitled to a long-term incentive award with an aggregate grant notice date fair value that is no less than $6.5 million (subject to there being sufficient shares reserved under the Amended and award agreement evidencing Restated 2012 Long-Term Incentive Plan or other incentive plan approved by stockholders), but the composition of the grants shall be determined by the Committee which shall be allocated across various equity vehicles and will take into account the allocations under the 2017 long-term incentive award. The Company also agrees that the award as set forth in Exhibit A attached hereto, which collectively shall be agreements governing the governing documents with respect to each award of SARs granted in 2011 or 2012 (if any). Any 2018 long-term incentive awards and/or will retain the “retirement” provisions thereof that are not required under this Section 5 set forth in the 2017 long-term incentive award agreements (which shall be determined solely by the Board of Directors and/or its Human Resources Committee, subject to such terms as apply pursuant to the Second Part and the Third Part clarification set forth in Section 4(d) of this Agreement) and the “without cause” and “good reason” provisions set forth in the performance share unit awards under the 2017 long-term incentive program. For the avoidance of doubt, Executive’s termination of employment upon the expiration of the Term shall be treated as “retirement” for purposes of the 2018 long-term incentive awards granted to Executive. In the event (1) there are insufficient shares reserved under the Amended and Restated 2012 Long-Term Incentive Plan to make the 2018 long-term incentive awards to Executive, (2) the stockholders of the Company do not approve additional shares sufficient to grant the 2018 long-term incentive award to Executive, and (3) the Compensation Committee determines to provide an alternative incentive program that is made available to the senior executive team, Executive will be treated under that program in a manner commensurate with his position as Chief Executive Officer of the Company.

Long-Term Incentive Compensation. On As a further inducement to -------------------------------- Executive, the later Company shall grant to Executive 225,000 restricted shares of the Start Date or Company's common stock (the next regularly scheduled grant "Incentive Stock "). The Incentive Stock shall fully --------------- vest subject to the satisfaction of a two tiered vesting requirement. The first vesting requirement is that for each quarter's Incentive Stock to vest, the Company shall employ Executive on the last day of the calendar quarter in question ("Time Component"). The second vesting requirement is that at the end -------------- of each calendar year, upon the date for awards by that the CorporationBoard of Directors determines the Bonus as set forth in paragraph 3 above, the Board shall make a similar determination as to the success of Executive and the Company in reaching corporate goals and based upon such determination the Board in its sole discretion shall approve the vesting of such amount of shares as it deems appropriate ("Performance Component"). The Incentive Stock shall be granted such --------------------- that there shall always be 225,000 shares of Incentive Stock outstanding and unvested with respect to the Performance Component, even if they are vested with respect to the Time Component. As the Incentive Stock vests under the Time Component a similar increase in unvested Incentive Stock shall occur so that there shall always be 225,000 shares of Incentive Stock that is unvested. For example, at the end of the first quarter, provided the Time Component is satisfied, Executive shall be granted an award vested in 18,750 shares of stock appreciation rights (SARs) under the Corporation’s 2006 Equity Incentive Plan (“2006 EIP”) having a grant date value of not less than $4,900,000, as determined consistent with Schedule A attached hereto (the “Initial SAR Award”); provided, however, that the vesting commencement date shall be the Start Date in all instances. In addition, Stock subject only to Executive’s continued employment with the Corporation on the applicable date of grant, Executive will be granted, in calendar 2012 and 2013 at the time annual awards are granted (or, if not granted, would be granted) to other senior executives, respective additional annual awards of SARs and/or other long-term incentive award with an aggregate grant date value of not less than the median aggregate grant date value of annual long-term incentive awards made to the Chief Executive Officers satisfaction of the Corporation’s peer group Performance Component (thereby reducing the total amount of companies approved by the Human Resources Committee of the Board of Director for this purpose (consistent with recent past practices) and determined consistent with Schedule A (the “2012/2013 Grant Metrics”); provided, however, that the 2012/2013 Grant Metrics shall not apply unvested Incentive Stock to any awards made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or after the consummation of an initial public offering of the Corporation’s common stock. The per share exercise price for the SARs granted pursuant to this Section 5 shall equal the Fair Market Value (as defined under the 2006 EIP, or successor plan) of an underlying share of the Corporation’s common stock on the date of grant. Subject to the accelerated vesting provisions set forth herein, the Initial SAR Award and any annual long-term incentive award granted in 2012 shall vest as to 25% of the shares subject to the award on the first anniversary of the vesting commencement date (which shall be Start Date for the Initial SAR Award and the date of grant for such 2012 award), and as to 1/48th of the shares subject to the award monthly (on the same calendar date during the month as the Start Date for the Initial SAR Award and the date of grant for such 2012 award) thereafter, subject to Executive continuing to provide services to the Corporation through the relevant vesting dates, except as otherwise provided herein. Each award of SARs granted in 2011 or 2012 (if any) will have a term of like duration as annual grants made to other senior executives during such years (but not less than seven (7) years) and except as specifically set forth herein shall be subject to the terms and conditions of the 2006 EIP (or successor plan206,250 shares) and the grant notice and award agreement evidencing the award as set forth in Exhibit A attached hereto, which collectively amount of outstanding unvested Incentive Stock shall be increased by 18,750 shares to bring the governing documents with respect total unvested amount back up to each award of SARs granted in 2011 or 2012 (if any)225,000 shares. Any long-term incentive awards and/or provisions thereof that are not required under this Section 5 Dividends on the vested and unvested Incentive Stock shall be determined solely paid to Executive as follows on that date when dividends are paid to shareholders: Executive shall be paid for each calendar year hereunder the dividends on 225, 000 shares irrespective of whether either the Performance Component or Time Component for vesting is satisfied. In each of the following years, Executive shall receive the dividends on all Incentive Stock deemed "vested" by the Board under the Time Component and Performance Component to date and on the then outstanding 225,000 shares of Directors and/or its Human Resources CommitteeIncentive Stock. For example, subject to such terms as apply pursuant on October 20, 1999 (the anticipated date for payment of the third quarter dividend) Executive would be paid the following dividends relative to the Second Part and Incentive Stock: Dividends on the Third Part of this Agreement.then outstanding 225,000 shares

Long-Term Incentive Compensation. On During the later of Employment -------------------------------- Period, the Start Date or the next regularly scheduled grant date for awards by the Corporation, Executive shall be granted entitled to participate in all long-term incentive plans, practices, policies and programs applicable generally to other peer executives of the Company, provided that for each fiscal year ending during the Employment Period, the Company shall, on the earlier (the "Award Date") of (A) the date on which the Annual Bonus with respect to such fiscal year is paid, if any and (B) the Last Payment Date, grant the Executive either (1) stock options (each an award "Option" and collectively the "Option Award"), each to purchase one share of the common stock appreciation rights of Duke Power Company at a price equal to Fair Market Value (SARsas defined below) under as of the Corporation’s 2006 Equity Incentive Plan Award Date, (“2006 EIP”2) having shares of restricted common stock of Duke Power Company (each a grant date value "Restricted Share" and collectively the "Restricted Stock Award"), or (3) both an Option Award and a Restricted Stock Award (a "Combination Award"), in an amount such that the Aggregate Value (as defined below) of the Option Award, the Restricted Stock Award or the Combination Award, as applicable, on the Award Date is not less than $4,900,00040% of the sum of (x) the Annual Base Salary and (y) the Target Bonus Amount for the fiscal year with respect to which the Option Award, the Restricted Stock Award or the Combination Award, as determined consistent applicable, is made. Options granted as part of any Option Award shall have a term of 10 years, and vest and become exercisable ratably in three annual installments beginning on the first anniversary of the Award Date, and Shares granted as part of any Restricted Stock Award shall become free of all restrictions (including, without limitation, with Schedule A attached hereto respect to transferability) ratably in installments, each of which installment shall occur on the date the Executive achieves one of several performance goals (the “Initial SAR Award”)"Restricted Stock Performance Goals") whose number, level and content shall be set by the Compensation Committee of the Board in consultation with the Executive; provided, however, that the vesting commencement date number, level and content of the Restricted Stock Performance Goals shall be the Start Date in all instances. In addition, subject to Executive’s continued employment with the Corporation on the applicable date of grant, Executive will be grantedsuch that, in calendar 2012 and 2013 at the time annual awards are granted (orevent the Executive achieves all the Restricted Stock Performance Goals, if not granted, would be granted) to other senior executives, respective additional annual awards of SARs and/or other longone-term incentive award with an aggregate grant date value of not less than the median aggregate grant date value of annual long-term incentive awards made to the Chief Executive Officers third of the Corporation’s peer group Restricted Stock Award shall have become free of companies approved by the Human Resources Committee all restrictions on each of the Board of Director for this purpose (consistent with recent past practices) and determined consistent with Schedule A (the “2012/2013 Grant Metrics”); provided, however, that the 2012/2013 Grant Metrics shall not apply to any awards made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or after the consummation of an initial public offering first three anniversaries of the Corporation’s common stockAward Date. The per share exercise price for For the SARs granted pursuant to this Section 5 shall equal the Fair Market Value (as defined under the 2006 EIP, or successor plan) of an underlying share of the Corporation’s common stock on the date of grant. Subject to the accelerated vesting provisions set forth herein, the Initial SAR Award and any annual long-term incentive award granted in 2012 shall vest as to 25% of the shares subject to the award on the first anniversary of the vesting commencement date (which shall be Start Date for the Initial SAR Award and the date of grant for such 2012 award), and as to 1/48th of the shares subject to the award monthly (on the same calendar date during the month as the Start Date for the Initial SAR Award and the date of grant for such 2012 award) thereafter, subject to Executive continuing to provide services to the Corporation through the relevant vesting dates, except as otherwise provided herein. Each award of SARs granted in 2011 or 2012 (if any) will have a term of like duration as annual grants made to other senior executives during such years (but not less than seven (7) years) and except as specifically set forth herein shall be subject to the terms and conditions of the 2006 EIP (or successor plan) and the grant notice and award agreement evidencing the award as set forth in Exhibit A attached hereto, which collectively shall be the governing documents with respect to each award of SARs granted in 2011 or 2012 (if any). Any long-term incentive awards and/or provisions thereof that are not required under this Section 5 shall be determined solely by the Board of Directors and/or its Human Resources Committee, subject to such terms as apply pursuant to the Second Part and the Third Part purposes of this Agreement., "Fair Market Value" shall mean, as of any given date, the closing price of the common stock

Long-Term Incentive Compensation. On During the later of Employment Period, the Start Date or the next regularly scheduled grant date for awards by the Corporation, Executive shall be granted entitled to participate in all long-term incentive plans, practices, policies and programs applicable generally to other peer executives of the Company, provided that for each fiscal year ending during the Employment Period, the Company shall, on the earlier (the "Award Date") of (A) the date on which the Annual Bonus with respect to such fiscal year is paid, if any and (B) the Last Payment Date, grant the Executive either (1) stock options (each an award "Option" and collectively the "Option Award"), each to purchase one share of the common stock appreciation rights of Duke Power Company at a price equal to Fair Market Value (SARsas defined below) under as of the Corporation’s 2006 Equity Incentive Plan Award Date, (“2006 EIP”2) having shares of restricted common stock of Duke Power Company (each a grant date value "Restricted Share" and collectively the "Restricted Stock Award"), or (3) both an Option Award and a Restricted Stock Award (a "Combination Award"), in an amount such that the Aggregate Value (as defined below) of the Option Award, the Restricted Stock Award or the Combination Award, as applicable, on the Award Date is not less than $4,900,00040% of the sum of (x) the Annual Base Salary and (y) the Target Bonus Amount for the fiscal year with respect to which the Option Award, the Restricted Stock Award or the Combination Award, as determined consistent applicable, is made. Options granted as part of any Option Award shall have a term of 10 years, and vest and become exercisable ratably in three annual installments beginning on the first anniversary of the Award Date, and Shares granted as part of any Restricted Stock Award shall become free of all restrictions (including, without limitation, with Schedule A attached hereto respect to transferability) ratably in installments, each of which installment shall occur on the date the Executive achieves one of several performance goals (the “Initial SAR Award”)"Restricted Stock Performance Goals") whose number, level and content shall be set by the Compensation Committee of the Board in consultation with the Executive; provided, however, that the vesting commencement date number, level and content of the Restricted Stock Performance Goals shall be the Start Date in all instances. In addition, subject to Executive’s continued employment with the Corporation on the applicable date of grant, Executive will be grantedsuch that, in calendar 2012 and 2013 at the time annual awards are granted (orevent the Executive achieves all the Restricted Stock Performance Goals, if not granted, would be granted) to other senior executives, respective additional annual awards of SARs and/or other longone-term incentive award with an aggregate grant date value of not less than the median aggregate grant date value of annual long-term incentive awards made to the Chief Executive Officers third of the Corporation’s peer group Restricted Stock Award shall have become free of companies approved by the Human Resources Committee all restrictions on each of the Board of Director for this purpose (consistent with recent past practices) and determined consistent with Schedule A (the “2012/2013 Grant Metrics”); provided, however, that the 2012/2013 Grant Metrics shall not apply to any awards made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or after the consummation of an initial public offering first three anniversaries of the Corporation’s common stockAward Date. The per share exercise price for For the SARs granted pursuant to this Section 5 shall equal the Fair Market Value (as defined under the 2006 EIP, or successor plan) of an underlying share of the Corporation’s common stock on the date of grant. Subject to the accelerated vesting provisions set forth herein, the Initial SAR Award and any annual long-term incentive award granted in 2012 shall vest as to 25% of the shares subject to the award on the first anniversary of the vesting commencement date (which shall be Start Date for the Initial SAR Award and the date of grant for such 2012 award), and as to 1/48th of the shares subject to the award monthly (on the same calendar date during the month as the Start Date for the Initial SAR Award and the date of grant for such 2012 award) thereafter, subject to Executive continuing to provide services to the Corporation through the relevant vesting dates, except as otherwise provided herein. Each award of SARs granted in 2011 or 2012 (if any) will have a term of like duration as annual grants made to other senior executives during such years (but not less than seven (7) years) and except as specifically set forth herein shall be subject to the terms and conditions of the 2006 EIP (or successor plan) and the grant notice and award agreement evidencing the award as set forth in Exhibit A attached hereto, which collectively shall be the governing documents with respect to each award of SARs granted in 2011 or 2012 (if any). Any long-term incentive awards and/or provisions thereof that are not required under this Section 5 shall be determined solely by the Board of Directors and/or its Human Resources Committee, subject to such terms as apply pursuant to the Second Part and the Third Part purposes of this Agreement., "Fair Market Value" shall mean, as of any given date, the closing price of the common stock

Long-Term Incentive Compensation. On During the later of Employment Period, the Start Date or the next regularly scheduled grant date for awards by the Corporation, Executive shall be granted entitled to participate in all long-term incentive plans, practices, policies and programs applicable generally to other peer executives of the Company, provided that for each fiscal year ending during the Employment Period, the Company shall, on the earlier (the "Award Date") of (A) the date on which the Annual Bonus with respect to such fiscal year is paid, if any and (B) the Last Payment Date, grant the Executive either (1) stock options (each an award "Option" and collectively the "Option Award"), each to purchase one share of the common stock appreciation rights of Duke Power Company at a price equal to Fair Market Value (SARsas defined below) under as of the Corporation’s 2006 Equity Incentive Plan Award Date, (“2006 EIP”2) having shares of restricted common stock of Duke Power Company (each a grant date value "Restricted Share" and collectively the "Restricted Stock Award"), or (3) both an Option Award and a Restricted Stock Award (a "Combination Award"), in an amount such that the Aggregate Value (as defined below) of the Option Award, the Restricted Stock Award or the Combination Award, as applicable, on the Award Date is not less than $4,900,00045% of the sum of (x) the Annual Base Salary and (y) the Target Bonus Amount for the fiscal year with respect to which the Option Award, the Restricted Stock Award or the Combination Award, as determined consistent applicable, is made. Options granted as part of any Option Award shall have a term of 10 years, and vest and become exercisable ratably in three annual installments beginning on the first anniversary of the Award Date, and Shares granted as part of any Restricted Stock Award shall become free of all restrictions (including, without limitation, with Schedule A attached hereto respect to transferability) ratably in installments, each of which installment shall occur on the date the Executive achieves one of several performance goals (the “Initial SAR Award”)"Restricted Stock Performance Goals") whose number, level and content shall be set by the Compensation Committee of the Board in consultation with the Executive; provided, however, that the vesting commencement date number, level and content of the Restricted Stock Performance Goals shall be the Start Date in all instances. In addition, subject to Executive’s continued employment with the Corporation on the applicable date of grant, Executive will be grantedsuch that, in calendar 2012 and 2013 at the time annual awards are granted (orevent the Executive achieves all the Restricted Stock Performance Goals, if not granted, would be granted) to other senior executives, respective additional annual awards of SARs and/or other longone-term incentive award with an aggregate grant date value of not less than the median aggregate grant date value of annual long-term incentive awards made to the Chief Executive Officers third of the Corporation’s peer group Restricted Stock Award shall have become free of companies approved by the Human Resources Committee all restrictions on each of the Board of Director for this purpose (consistent with recent past practices) and determined consistent with Schedule A (the “2012/2013 Grant Metrics”); provided, however, that the 2012/2013 Grant Metrics shall not apply to any awards made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or after the consummation of an initial public offering first three anniversaries of the Corporation’s common stockAward Date. The per share exercise price for For the SARs granted pursuant to this Section 5 shall equal the Fair Market Value (as defined under the 2006 EIP, or successor plan) of an underlying share of the Corporation’s common stock on the date of grant. Subject to the accelerated vesting provisions set forth herein, the Initial SAR Award and any annual long-term incentive award granted in 2012 shall vest as to 25% of the shares subject to the award on the first anniversary of the vesting commencement date (which shall be Start Date for the Initial SAR Award and the date of grant for such 2012 award), and as to 1/48th of the shares subject to the award monthly (on the same calendar date during the month as the Start Date for the Initial SAR Award and the date of grant for such 2012 award) thereafter, subject to Executive continuing to provide services to the Corporation through the relevant vesting dates, except as otherwise provided herein. Each award of SARs granted in 2011 or 2012 (if any) will have a term of like duration as annual grants made to other senior executives during such years (but not less than seven (7) years) and except as specifically set forth herein shall be subject to the terms and conditions of the 2006 EIP (or successor plan) and the grant notice and award agreement evidencing the award as set forth in Exhibit A attached hereto, which collectively shall be the governing documents with respect to each award of SARs granted in 2011 or 2012 (if any). Any long-term incentive awards and/or provisions thereof that are not required under this Section 5 shall be determined solely by the Board of Directors and/or its Human Resources Committee, subject to such terms as apply pursuant to the Second Part and the Third Part purposes of this Agreement., "Fair Market Value" shall mean, as of any given date, the closing price of the common stock

Long-Term Incentive Compensation. On During the later of Employment Period, the Start Date or the next regularly scheduled grant date for awards by the Corporation, Executive shall be granted entitled to participate in all long-term incentive plans, practices, policies and programs applicable generally to other peer executives of the Company, provided that for each fiscal year ending during the Employment Period, the Company shall, on the earlier (the "Award Date") of (A) the date on which the Annual Bonus with respect to such fiscal year is paid, if any and (B) the Last Payment Date, grant the Executive either (1) stock options (each an award "Option" and collectively the "Option Award"), each to purchase one share of the common stock appreciation rights of the Company at a price equal to Fair Market Value (SARsas defined below) under as of the Corporation’s 2006 Equity Incentive Plan Award Date, (“2006 EIP”2) having shares of restricted common stock of the Company (each a grant date value "Restricted Share" and collectively the "Restricted Stock Award"), or (3) both an Option Award and a Restricted Stock Award (a "Combination Award"), in an amount such that the Aggregate Value (as defined below) of the Option Award, the Restricted Stock Award or the Combination Award, as applicable, on the Award Date is not less than $4,900,000100% of the sum of (x) the Annual Base Salary and (y) the Target Bonus Amount for the fiscal year with respect to which the Option Award, the Restricted Stock Award or the Combination Award, as determined consistent applicable, is made. Options granted as part of any Option Award shall have a term of 10 years, and vest and become exercisable ratably in three annual installments beginning on the first anniversary of the Award Date, and Shares granted as part of any Restricted Stock Award shall become free of all restrictions (including, without limitation, with Schedule A attached hereto respect to transferability) ratably in installments, each of which installment shall occur on the date the Executive achieves one of several performance goals (the “Initial SAR Award”)"Restricted Stock Performance Goals") whose number, level and content shall be set by the Compensation Committee of the Board in consultation with the Executive; provided, however, that the vesting commencement date shall be the Start Date in all instances. In additionnumber, subject to Executive’s continued employment with the Corporation on the applicable date of grant, Executive will be granted, in calendar 2012 level and 2013 at the time annual awards are granted (or, if not granted, would be granted) to other senior executives, respective additional annual awards of SARs and/or other longB-1-term incentive award with an aggregate grant date value of not less than the median aggregate grant date value of annual long-term incentive awards made to the Chief Executive Officers of the Corporation’s peer group of companies approved by the Human Resources Committee of the Board of Director for this purpose (consistent with recent past practices) and determined consistent with Schedule A (the “2012/2013 Grant Metrics”); provided, however, that the 2012/2013 Grant Metrics shall not apply to any awards made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or after the consummation of an initial public offering of the Corporation’s common stock. The per share exercise price for the SARs granted pursuant to this Section 5 shall equal the Fair Market Value (as defined under the 2006 EIP, or successor plan) of an underlying share of the Corporation’s common stock on the date of grant. Subject to the accelerated vesting provisions set forth herein, the Initial SAR Award and any annual long-term incentive award granted in 2012 shall vest as to 25% of the shares subject to the award on the first anniversary of the vesting commencement date (which shall be Start Date for the Initial SAR Award and the date of grant for such 2012 award), and as to 1/48th of the shares subject to the award monthly (on the same calendar date during the month as the Start Date for the Initial SAR Award and the date of grant for such 2012 award) thereafter, subject to Executive continuing to provide services to the Corporation through the relevant vesting dates, except as otherwise provided herein. Each award of SARs granted in 2011 or 2012 (if any) will have a term of like duration as annual grants made to other senior executives during such years (but not less than seven (7) years) and except as specifically set forth herein shall be subject to the terms and conditions of the 2006 EIP (or successor plan) and the grant notice and award agreement evidencing the award as set forth in Exhibit A attached hereto, which collectively shall be the governing documents with respect to each award of SARs granted in 2011 or 2012 (if any). Any long-term incentive awards and/or provisions thereof that are not required under this Section 5 shall be determined solely by the Board of Directors and/or its Human Resources Committee, subject to such terms as apply pursuant to the Second Part and the Third Part of this Agreement.2

Long-Term Incentive Compensation. On During the later Employment Period, the Executive shall participate in the Company’s long term incentive compensation arrangements, including without limitation the Company’s Long Term Equity Incentive Plan and successor plans, if any (collectively, the “LTI”), as such arrangements are in effect from time to time, on terms and conditions generally applicable to the highest level of the Start Date Company’s executive employees. The Executive’s target awards for LTI purposes shall be determined separately for each new performance measurement period by the Committee within ninety (90) days of the commencement of each performance measurement period and, subject to the performance measurement cycle(s) established by the Committee, no less frequently than every twelve (12) months during the Employment Period. Notwithstanding the foregoing, the Executive's LTI award for 2016 shall have a date of grant value, as calculated on a basis consistent with LTI awards to all other similarly-situated executives, of sixty percent (60%) of the Executive's Annual Base Salary. LTI awards in the Committee’s or the next regularly scheduled grant date for awards by the Corporation, Executive shall Board’s discretion may be granted an award in the form of stock options, restricted stock, phantom stock, cash, stock appreciation rights (SARs) under the Corporation’s 2006 Equity Incentive Plan (“2006 EIP”) having a grant date value of not less than $4,900,000or units, as determined consistent with Schedule A attached hereto (the “Initial SAR Award”); providedperformance shares or any combination thereof, however, that the vesting commencement date shall be the Start Date in all instances. In addition, subject to Executive’s continued employment with the Corporation on the applicable date of grant, Executive will be granted, in calendar 2012 and 2013 at the time annual awards are granted (or, if not granted, would be granted) to or other senior executives, respective additional annual awards of SARs and/or other long-term incentive award with an aggregate grant date value of not less than the median aggregate grant date value of annual long-term incentive awards made to the Chief Executive Officers of the Corporation’s peer group of companies form approved by the Human Resources Committee or the Board (collectively, “LTI Awards”), as provided in the LTI. Provided the Executive is employed by the Company at the end of the Board of Director for this purpose applicable calendar year (consistent with recent past practices) and determined consistent with Schedule A (the “2012/2013 Grant Metrics”); provided, however, that the 2012/2013 Grant Metrics shall not apply to any awards made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or after the consummation of an initial public offering of the Corporation’s common stock. The per share exercise price for the SARs granted pursuant to this Section 5 shall equal the Fair Market Value (as defined under the 2006 EIP, or successor plan) of an underlying share of the Corporation’s common stock on the date of grant. Subject to the accelerated vesting provisions set forth herein, the Initial SAR Award and any annual long-term incentive award granted in 2012 shall vest as to 25% of the shares subject to the award on the first anniversary of the vesting commencement date (which shall be Start Date for the Initial SAR Award and the date of grant for such 2012 award), and as to 1/48th of the shares subject to the award monthly (on the same calendar date during the month as the Start Date for the Initial SAR Award and the date of grant for such 2012 award) thereafter, subject to Executive continuing to provide services to the Corporation through the relevant vesting dates, except as otherwise provided herein. Each award of SARs granted in 2011 or 2012 (if any) will have a term of like duration as annual grants made to other senior executives during such years (but not less than seven (7) years) and except as specifically set forth herein Paragraph 5 below), the Executive’s LTI Awards shall be subject to fully vested upon the terms and conditions close of the 2006 EIP (or successor plan) performance period to which they relate. Unless deferred by the written agreement of the Company and the grant notice and award agreement evidencing Executive in accordance with Section 409A, the award as set forth in Exhibit A attached hereto, which collectively Executive’s LTI Awards shall be paid promptly after the governing documents with respect close of such performance period but in any event on or before March 15 of the calendar year following the calendar year in which the Executive first acquires a vested right to each award of SARs granted in 2011 or 2012 (if any). Any long-term incentive awards and/or provisions thereof that are not required under this Section 5 shall be determined solely by the Board of Directors and/or its Human Resources Committee, subject to receive such terms as apply pursuant to the Second Part and the Third Part of this AgreementLTI Award.

Long-Term Incentive Compensation. On During the later of Employment Period, the Start Date or the next regularly scheduled grant date for awards by the Corporation, Executive shall be granted entitled to participate in all long-term incentive plans, practices, policies and programs applicable generally to other peer executives of the Company, provided that for each fiscal year ending during the Employment Period, the Company shall, on the earlier (the "Award Date") of (A) the date on which the Annual Bonus with respect to such fiscal year is paid, if any and (B) the Last Payment Date, grant the Executive either (1) stock options (each an award "Option" and collectively the "Option Award"), each to purchase one share of the common stock appreciation rights of Duke Power Company at a price equal to Fair Market Value (SARsas defined below) under as of the Corporation’s 2006 Equity Incentive Plan Award Date, (“2006 EIP”2) having shares of restricted common stock of Duke Power Company (each a grant date value "Restricted Share" and collectively the "Restricted Stock Award"), or (3) both an Option Award and a Restricted Stock Award (a "Combination Award"), in an amount such that the Aggregate Value (as defined below) of the Option Award, the Restricted Stock Award or the Combination Award, as applicable, on the Award Date is not less than $4,900,00040% of the sum of (x) the Annual Base Salary and (y) the Target Bonus Amount for the fiscal year with respect to which the Option Award, the Restricted Stock Award or the Combination Award, as determined consistent applicable, is made. Options granted as part of any Option Award shall have a term of 10 years, and vest and become exercisable ratably in three annual installments beginning on the first anniversary of the Award Date, and Shares granted as part of any Restricted Stock Award shall become free of all restrictions (including, without limitation, with Schedule A attached hereto respect to transferability) ratably in installments, each of which installment shall occur on the date the Executive achieves one of several performance goals (the “Initial SAR Award”)"Restricted Stock Performance Goals") whose number, level and content shall be set by the Compensation Committee of the Board in consultation with the Executive; provided, however, that the vesting commencement date number, level and content of the Restricted Stock Performance Goals shall be the Start Date in all instances. In addition, subject to Executive’s continued employment with the Corporation on the applicable date of grant, Executive will be grantedsuch that, in calendar 2012 and 2013 at the time annual awards are granted event the Executive achieves all the Restricted Stock Performance Goals, one-third of the Restricted Stock Award shall have become free of all restrictions on each of the first three anniversaries of the Award Date. For the purposes of this Agreement, "Fair Market Value" shall mean, as of any given date, the closing price of the common stock of Duke Power Company in the New York Stock Exchange Composite Transactions on such date as reported in The Wall Street Journal (or, if not grantedthere is no reported sale on such date, would be grantedon the last preceding date on which any reported sale occurred). For the purposes of this Agreement, "Aggregate Value" shall mean: with respect to an Option Award, the product of (x) to other senior executives, respective additional annual awards the number of SARs and/or other long-term incentive award with an aggregate grant date Options awarded and (y) the dollar value of not less than the median aggregate grant date value of annual long-term incentive awards made each such Option according to the Chief Executive Officers Black Xxxxxx option pricing model or such other option pricing model acceptable to both the Company and the Executive; with respect to a Restricted Stock Award, the product of (x) the Corporation’s peer group number of companies approved by the Human Resources Committee of the Board of Director for this purpose Shares awarded and (consistent with recent past practicesy) and determined consistent with Schedule A (the “2012/2013 Grant Metrics”); provided, however, that the 2012/2013 Grant Metrics shall not apply to any awards made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or after the consummation of an initial public offering of the Corporation’s common stock. The per share exercise price for the SARs granted pursuant to this Section 5 shall equal the Fair Market Value (as defined under determined without regard to the 2006 EIPrestrictions upon such Shares); and with respect to a Combination Award, or successor plan) of an underlying share the sum of the Corporation’s common stock on the date of grant. Subject to the accelerated vesting provisions set forth herein, the Initial SAR Award and any annual long-term incentive award granted in 2012 shall vest as to 25% respective Aggregate Values of the shares subject to the award on the first anniversary of the vesting commencement date (which shall be Start Date for the Initial SAR Option Award and the date Restricted Stock Award comprising the Combination Award. Determinations of grant for Aggregate Value shall be made by Ernst & Young or such 2012 award), and as to 1/48th of the shares subject other certified public accounting firm or consulting firm reasonably acceptable to the award monthly (on the same calendar date during the month Executive as the Start Date for the Initial SAR Award and the date of grant for such 2012 award) thereafter, subject to Executive continuing to provide services to the Corporation through the relevant vesting dates, except as otherwise provided herein. Each award of SARs granted in 2011 or 2012 (if any) will have a term of like duration as annual grants made to other senior executives during such years (but not less than seven (7) years) and except as specifically set forth herein shall may be subject to the terms and conditions of the 2006 EIP (or successor plan) and the grant notice and award agreement evidencing the award as set forth in Exhibit A attached hereto, which collectively shall be the governing documents with respect to each award of SARs granted in 2011 or 2012 (if any). Any long-term incentive awards and/or provisions thereof that are not required under this Section 5 shall be determined solely designated by the Board of Directors and/or its Human Resources Committee, subject to such terms as apply pursuant to the Second Part and the Third Part of this Agreement.Company. B-6-2

Long-Term Incentive Compensation. On During the later of Employment Period, the Start Date or the next regularly scheduled grant date for awards by the Corporation, Executive shall be granted entitled to participate in all long-term incentive plans, practices, policies and programs applicable generally to other peer executives of the Company, provided that for each fiscal year ending during the Employment Period, the Company shall, on the earlier (the "Award Date") of (A) the date on which the Annual Bonus with respect to such fiscal year is paid, if any and (B) the Last Payment Date, grant the Executive either (1) stock options (each an award "Option" and collectively the "Option Award"), each to purchase one share of the common stock appreciation rights of Duke Power Company at a price equal to Fair Market Value (SARsas defined below) under as of the Corporation’s 2006 Equity Incentive Plan Award Date, (“2006 EIP”2) having shares of restricted common stock of Duke Power Company (each a grant date value "Restricted Share" and collectively the "Restricted Stock Award"), or (3) both an Option Award and a Restricted Stock Award (a "Combination Award"), in an amount such that the Aggregate Value (as defined below) of the Option Award, the Restricted Stock Award or the Combination Award, as applicable, on the Award Date is not less than $4,900,00045% of the sum of (x) the Annual Base Salary and (y) the Target Bonus Amount for the fiscal year with respect to which the Option Award, the Restricted Stock Award or the Combination Award, as determined consistent applicable, is made. Options granted as part of any Option Award shall have a term of 10 years, and vest and become exercisable ratably in three annual installments beginning on the first anniversary of the Award Date, and Shares granted as part of any Restricted Stock Award shall become free of all restrictions (including, without limitation, with Schedule A attached hereto respect to transferability) ratably in installments, each of which installment shall occur on the date the Executive achieves one of several performance goals (the “Initial SAR Award”)"Restricted Stock Performance Goals") whose number, level and content shall be set by the Compensation Committee of the Board in consultation with the Executive; provided, however, that the vesting commencement date number, level and content of the Restricted Stock Performance Goals shall be the Start Date in all instances. In addition, subject to Executive’s continued employment with the Corporation on the applicable date of grant, Executive will be grantedsuch that, in calendar 2012 and 2013 at the time annual awards are granted (orevent the Executive achieves all the Restricted Stock Performance Goals, if not granted, would be granted) to other senior executives, respective additional annual awards of SARs and/or other longone-term incentive award with an aggregate grant date value of not less than the median aggregate grant date value of annual long-term incentive awards made to the Chief Executive Officers third of the Corporation’s peer group Restricted Stock Award shall have become free of companies approved by the Human Resources Committee all restrictions on each of the Board of Director for this purpose (consistent with recent past practices) and determined consistent with Schedule A (the “2012/2013 Grant Metrics”); provided, however, that the 2012/2013 Grant Metrics shall not apply to any awards made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or after the consummation of an initial public offering first three anniversaries of the Corporation’s common stockAward Date. The per share exercise price for For the SARs granted pursuant to this Section 5 shall equal the Fair Market Value (as defined under the 2006 EIP, or successor plan) of an underlying share of the Corporation’s common stock on the date of grant. Subject to the accelerated vesting provisions set forth herein, the Initial SAR Award and any annual long-term incentive award granted in 2012 shall vest as to 25% of the shares subject to the award on the first anniversary of the vesting commencement date (which shall be Start Date for the Initial SAR Award and the date of grant for such 2012 award), and as to 1/48th of the shares subject to the award monthly (on the same calendar date during the month as the Start Date for the Initial SAR Award and the date of grant for such 2012 award) thereafter, subject to Executive continuing to provide services to the Corporation through the relevant vesting dates, except as otherwise provided herein. Each award of SARs granted in 2011 or 2012 (if any) will have a term of like duration as annual grants made to other senior executives during such years (but not less than seven (7) years) and except as specifically set forth herein shall be subject to the terms and conditions of the 2006 EIP (or successor plan) and the grant notice and award agreement evidencing the award as set forth in Exhibit A attached hereto, which collectively shall be the governing documents with respect to each award of SARs granted in 2011 or 2012 (if any). Any long-term incentive awards and/or provisions thereof that are not required under this Section 5 shall be determined solely by the Board of Directors and/or its Human Resources Committee, subject to such terms as apply pursuant to the Second Part and the Third Part purposes of this Agreement., "Fair Market Value" shall mean, as of any given date, the closing price of the common stock of Duke Power Company on the New York Stock Exchange Composite

Long-Term Incentive Compensation. On During the later Employment Period, the Executive shall participate in the Company’s long term incentive compensation arrangements, including without limitation the Company’s Long Term Equity Incentive Plan and successor plans, if any (collectively, the “LTI”), as such arrangements are in effect from time to time, on terms and conditions generally applicable to the highest level of the Start Date Company’s executive employees. The Executive’s target awards for LTI purposes shall be determined separately for each new performance measurement period by the Committee within 90 days of the commencement of each performance measurement period and, subject to the performance measurement cycle(s) established by the Committee, no less frequently than every 12 months during the Employment Period. LTI awards in the Committee’s or the next regularly scheduled grant date for awards Board’s discretion may be granted in the form of stock options, restricted stock, phantom stock, cash, stock appreciation rights or units, performance shares or any combination thereof, or other form approved by the CorporationCommittee or the Board (collectively, “LTI Awards”), as provided in the LTI. Provided the Executive is employed by the Company at the end of the applicable calendar year (except as otherwise provided in Section 5 below), the Executive’s LTI Awards shall be fully vested upon the close of the performance period to which they relate, and unless deferred by the written agreement of the Company and the Executive in accordance with Section 409A, shall be paid promptly after the close of such performance period but in any event on or before March 15 of the calendar year following the calendar year in which the Executive first acquires a vested right to receive such LTI Award. Notwithstanding the foregoing, Executive shall be granted an award of stock appreciation rights (SARs) under the Corporation’s 2006 Equity Incentive Plan (“2006 EIP”) having a grant date value of not less than $4,900,000, as determined consistent with Schedule A attached hereto (the “Initial SAR Award”); provided, however, that the vesting commencement date shall be the Start Date in all instances. In addition, subject to Executive’s continued employment with the Corporation receive her 2016 LTI Award on the applicable date of grant, Executive will be granted, in calendar 2012 and 2013 at the time annual awards are granted Effective Date (or, if not grantedlater, would promptly following the public announcement of her employment by the Company), instead of as otherwise anticipated in early 2016, with her next LTI Award to be granted) made in early 2017 when LTI Awards are anticipated to other senior executives, respective additional annual awards of SARs and/or other long-term incentive award with an aggregate grant date value of not less than the median aggregate grant date value of annual long-term incentive awards be made to the Chief Executive Officers of the Corporation’s peer group of companies approved by the Human Resources Committee of the Board of Director for this purpose (consistent with recent past practices) and determined consistent with Schedule A (the “2012/2013 Grant Metrics”); provided, however, that the 2012/2013 Grant Metrics shall not apply to any awards made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or after the consummation of an initial public offering of the Corporation’s common stockLTI participants generally. The per share exercise price for 2016 LTI Award shall have a target value (taking into account the SARs granted pursuant to this Section 5 shall equal the Fair Market Value (as defined under the 2006 EIP, or successor planperformance component) of an underlying share of the Corporation’s common stock on the date of grant. Subject to the accelerated vesting provisions set forth herein, the Initial SAR Award and any annual long-term incentive award granted in 2012 shall vest as to 25170% of the shares subject to the award on the first anniversary of the vesting commencement date (which shall be Start Date for the Initial SAR Award and the date of grant for such 2012 award), and as to 1/48th of the shares subject to the award monthly (on the same calendar date during the month as the Start Date for the Initial SAR Award and the date of grant for such 2012 award) thereafter, subject to Executive continuing to provide services to the Corporation through the relevant vesting dates, except as otherwise provided herein. Each award of SARs granted in 2011 or 2012 (if any) will have a term of like duration as annual grants made to other senior executives during such years (but not less than seven (7) years) and except as specifically set forth herein shall be subject to the terms and conditions of the 2006 EIP (or successor plan) and the grant notice and award agreement evidencing the award as set forth in Exhibit A attached hereto, which collectively shall be the governing documents with respect to each award of SARs granted in 2011 or 2012 (if any). Any long-term incentive awards and/or provisions thereof that are not required under this Section 5 shall be determined solely by the Board of Directors and/or its Human Resources Committee, subject to such terms as apply pursuant to the Second Part and the Third Part of this AgreementBase Salary.

Long-Term Incentive Compensation. On the later of the Start Date or the next regularly scheduled grant date for awards by the Corporation, Executive shall be granted an award of stock appreciation rights (SARs) under the Corporation’s 2006 Equity Incentive Plan (“2006 EIP”) having You will receive a grant date under GCP’s 2019 “Long-Term Incentive” (LTI) program with a total targeted award value of not less than $4,900,000, 570,000 as determined consistent with Schedule A attached hereto (the “Initial SAR Award”); provided, however, that the vesting commencement date shall be the Start Date in all instances. In addition, subject to Executive’s continued employment with the Corporation on the applicable date of grant, Executive will be granted, in calendar 2012 and 2013 at the time annual awards are granted (or, if not granted, would be granted) to other senior executives, respective additional annual awards of SARs and/or other long-term incentive award with an aggregate grant date value of not less than the median aggregate grant date value of annual long-term incentive awards made to the Chief Executive Officers of the Corporation’s peer group of companies approved by the Human Resources Compensation Committee. The award will be delivered to you with the same terms and conditions as other similarly situated executives at GCP which may be subject to change by the Compensation Committee of the Board of Director for Directors. 50% of the value of the award will be delivered in a Performance Based Unit (PBU) award valued at $285,000. The PBU xxxx xxxxx vest in three years with actual payout amounts (settled in Company stock), based on performance against the Company’s performance goal (this purpose is a cumulative 3 year adjusted EPS goal with a relative TSR modifier), provided you are employed by the Company on the date the performance of the award is certified by the Compensation Committee. 25% of the value of the award will be delivered in “restricted stock units” on GCP stock (consistent with recent past practices“RSUs”) valued at $142,500 (your “RSU Grant”). These RSUs will vest ratably in three substantially equal installments beginning on the anniversary of the grant (and determined consistent with Schedule A settled in Company stock), provided you are employed by the Company on that date. Additionally, 25% of the value of the award will be delivered in “stock options” (“SO”) on GCP stock valued at $142,500 (your “SO Grant”). These SOs will vest ratably in three substantially equal installments beginning on the anniversary of the grant (and settled in Company stock), provided you are employed by the Company on that date. The actual number of PBUs, RSUs and SOs granted to you under your LTI Grant will be calculated as follows: The appropriate dollar value of the PBU award divided by a valuation (Monte Carlo analysis) of the “2012/2013 Grant Metrics”market price” on the date of grant (your start date); provided, however, that the 2012/2013 Grant Metrics shall not apply to any awards made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or after the consummation of an initial public offering . The appropriate dollar value of the Corporation’s common stock. The per share exercise price for RSU award divided by the SARs granted pursuant to this Section 5 shall equal the Fair Market Value (as defined under the 2006 EIP, or successor plan) “market price” of an underlying a share of the CorporationGCP’s common stock on the date of grant. Subject to The SOs will be the accelerated vesting provisions set forth herein, the Initial SAR Award and any annual long-term incentive award granted in 2012 shall vest as to 25% appropriate dollar value of the shares subject to SO award divided by the award on the first anniversary Black-Scholes option valuation of the vesting commencement date (which shall be Start Date for the Initial SAR Award and “market price” on a GCP share on the date of grant for such 2012 award)grant. For purposes of this grant, and as to 1/48th of “market price” will be the shares subject to the award monthly (close price GCP’s common stock on the same calendar date during the month as the Start Date for the Initial SAR Award and the date of grant for such 2012 award) thereafter, subject to Executive continuing to provide services to the Corporation through the relevant vesting dates, except as otherwise provided hereingrant. Each award of SARs granted in 2011 or 2012 (if any) You will have a term of like duration as annual grants made to other senior executives during such years (but not less than seven (7) years) and except as specifically set forth herein shall be subject to receive more information detailing the terms and conditions of this grant after it has been issued. In addition, you will be eligible to receive grants under GCP Applied Technologies “Long Term Incentive” program in the 2006 EIP (future; subject, of course, to any future amendment of the LTI provisions or successor plan) and termination of the grant notice and award agreement evidencing the award as set forth in Exhibit A attached hereto, which collectively shall be the governing documents with respect to each award of SARs granted in 2011 or 2012 (if any). Any long-term incentive awards and/or provisions thereof that are not required under this Section 5 shall be determined solely Plan by the Board of Directors and/or its Human Resources or Compensation Committee. Future year awards might also differ based on varying company goals, subject to such terms as apply pursuant to the Second Part market factors and the Third Part of this Agreementindividual contribution.

Long-Term Incentive Compensation. On During the later of Term, the Start Date or the next regularly scheduled grant date for awards by the Corporation, Executive shall be granted an award of stock appreciation rights (SARs) under entitled to participate in the Corporation’s 2006 Equity Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan (“2006 EIP”) having a grant date value of not less than $4,900,000Plan, as determined consistent with Schedule A attached hereto amended from time to time, and/or any successor plan (the “Initial SAR AwardLTIP”); provided, however, that the vesting commencement date ) and shall be the Start Date in all instances. In addition, subject to Executive’s continued employment with the Corporation on the applicable date of grant, Executive will be granted, in calendar 2012 and 2013 at the time receive an annual awards are granted (or, if not granted, would be granted) to other senior executives, respective additional annual awards of SARs and/or other long-term incentive award with an aggregate grant date during each fiscal year of the Term; provided that the total target value of not less than the median aggregate grant date value of Executive’s annual long-term incentive awards made to under the Chief Executive Officers LTIP shall be $6,000,000, as measured by the grant date fair value of the Corporation’s peer group of companies approved target awards computed in accordance with U.S. generally accepted accounting principles. Such amount shall be reviewed annually by the Human Resources Compensation Committee and may be increased at the sole discretion of the Board Compensation Committee if Company performance warrants such an adjustment. The Compensation Committee shall establish the terms and conditions of Director for this purpose (consistent with recent past practices) any such long-term incentive awards in its sole discretion, including the type or types of awards granted, performance metrics and determined consistent with Schedule A (the “2012/2013 Grant Metrics”)other vesting conditions; provided, howeverhowever that for each fiscal year during the Term, that the 2012/2013 Grant Metrics shall not apply to any awards made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or after the consummation vesting of an initial public offering at least 60% of the Corporation’s common stock. The per share exercise price for the SARs granted pursuant to this Section 5 shall equal the Fair Market Value (as defined under the 2006 EIP, or successor plan) of an underlying share target value of the CorporationExecutive’s common stock on annual equity award shall be subject to performance criteria. In the date event the Executive is found by a court of grant. Subject competent jurisdiction to have materially breached any of the accelerated vesting provisions set forth hereinmaterial terms of Section 11 of this Agreement during the period the Executive was employed by the Company or during the one year period thereafter, the Initial SAR Award and any annual each outstanding long-term incentive award granted to the Executive pursuant to this Section 4 shall be immediately forfeited by the Executive effective as of the date on which the breach occurred, unless forfeited sooner by operation of any other provision of this Agreement, and the Executive shall have no further rights in 2012 shall vest as to 25% respect thereof. If any cash amount or any of the shares subject of Common Stock of the Company which the Executive shall have the right to purchase or otherwise receive in accordance with the terms of the long-term awards granted pursuant to this Section 4 shall have been delivered to the award on the first anniversary Executive as a result of the vesting commencement of any such award or any portion thereof prior to the date (on which the breach occurred, such cash amount or shares of Common Stock shall be Start Date for forfeited by the Initial SAR Award and Executive effective as of the date of grant for on which the breach occurred and such 2012 award), cash or shares shall be transferred and as to 1/48th of delivered by the shares subject Executive to the award monthly (on the same calendar date during the month as the Start Date Company in exchange for the Initial SAR Award and the date of grant for such 2012 award) thereafter, subject to Executive continuing to provide services payment equal to the Corporation through the relevant vesting datespurchase price, except as otherwise provided herein. Each award of SARs granted in 2011 or 2012 (if any) will have a term of like duration as annual grants made to other senior executives during such years (but not less than seven (7) years) and except as specifically set forth herein shall be subject , paid to the terms and conditions Company to acquire such cash or shares. Notwithstanding the foregoing, the provisions of the 2006 EIP this paragraph shall not apply if a Change of Control (or successor planas defined in Subsection 10(i) and the grant notice and award agreement evidencing the award as set forth in Exhibit A attached hereto, which collectively shall be the governing documents with respect to each award of SARs granted in 2011 or 2012 (if any). Any long-term incentive awards and/or provisions thereof that are not required under this Section 5 shall be determined solely by the Board of Directors and/or its Human Resources Committee, subject to such terms as apply pursuant to the Second Part and the Third Part of this Agreement) has occurred or if the Executive’s employment has been terminated by the Company without Cause (as defined in Subsection 9(c) of this Agreement) or by the Executive with Good Reason (as defined in Subsection 9(d) of this Agreement).

Long-Term Incentive Compensation. On Executive shall be entitled to participate in SHCI’s 2004 Incentive Plan (the “Plan”). In this connection, SHCI reserves the right to amend, modify or terminate the Plan in its sole discretion from time to time, but also agrees that such right to amend, modify or terminate shall not adversely affect (A) any rights Executive (or his beneficiaries or estate) may already then have under then outstanding Stock Unit or other long-term cash-based or equity-based awards, or (B) any contractual rights Executive has hereunder with respect to the $400,000 of Stock Units scheduled to be issued to Executive in 2005 under this Agreement. At the same time as other senior executive officers receive grants of restricted stock units (“Stock Units”) under the Plan during the first calendar quarter of 2005 (but in any event not later of the Start Date or the next regularly scheduled grant date for awards by the Corporationthan March 31, 2005), Executive shall be granted an award of stock appreciation rights (SARs) under the Corporation’s 2006 Equity Incentive Plan (“2006 EIP”) having receive a grant of Stock Units in a number equal to $200,000 divided by the closing price for SHCI common stock on such grant date. Such Stock Units shall vest in four equal annual installments commencing on the first anniversary of such grant or such earlier first vesting date value generally provided for grants of not less than $4,900,000Stock Units made at the same time to other senior executive officers, as determined consistent with Schedule A attached hereto (provided Executive is still employed by the “Initial SAR Award”); providedCompany on such vesting dates, however, and further provided that the vesting commencement date such grant in any event shall be the Start Date in all instancessubject to such vesting acceleration as may apply under this Agreement. In addition, on the first business day of the calendar month following completion of the Family Move (as defined below), provided Executive has provided notice of the Family Move to the Company, Executive shall receive an additional grant of Stock Units in a number equal to $200,000 divided by the closing price for SHCI common stock on such grant date. Such Stock Units shall also vest in four equal annual installments beginning on the first anniversary of such grant and on each of the three succeeding anniversaries of such grant provided Executive is still employed by the Company on such vesting dates, and further provided that such grant in any event shall be subject to such vesting acceleration as may apply under this Agreement. Dividend equivalents will be credited with respect to the above-described Stock Unit grants and any other Stock Units granted to Executive under the Plan in accordance with this paragraph on a basis which the Committee shall determine to be generally applicable to Plan participants (and uniform as to all senior officers), and the Committee under the Plan shall determine the form of payment of dividend equivalents, including cash or additional Stock Units. In 2006 and years thereafter, the Executive shall be eligible for an annual Stock Unit award (or other equity-based award of equivalent economic value) having a face value at grant, assuming full vesting and achievement of performance criteria, equal to 100% of Executive’s continued employment with annual base salary and vesting in four equal annual installments and shall be subject to such other terms as the Corporation on Committee shall determine to be appropriate. Notwithstanding any other provision, only the applicable date of grant, Executive will be granted, Stock Unit awards made or granted in calendar 2012 and 2013 at the time annual awards are granted 2005 (or, if not granted, would be granted) to but no other senior executives, respective additional annual awards of SARs and/or equity-based or other long-term incentive award with an aggregate grant date value awards) shall immediately vest in the event of not less than the median aggregate grant date value Executive’s death or termination due to disability, termination of annual long-term incentive awards made to the Chief Executive Officers of the CorporationExecutive’s peer group of companies approved employment by the Human Resources Committee Company without Cause (including any Constructive Termination), except that in the case of the Board a “Change of Director for this purpose (consistent with recent past practices) and determined consistent with Schedule A (the “2012/2013 Grant Metrics”); provided, however, that the 2012/2013 Grant Metrics shall not apply to any awards made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or after the consummation of an initial public offering of the Corporation’s common stock. The per share exercise price for the SARs granted pursuant to this Section 5 shall equal the Fair Market Value Control” (as defined under in the 2006 EIP, or successor planPlan) all of an underlying share of the CorporationExecutive’s common stock on the date of grant. Subject to the accelerated vesting provisions set forth herein, the Initial SAR Award and any annual long-term incentive award granted in 2012 Stock Unit awards shall vest as to 25% of the shares subject to the award on the first anniversary of the vesting commencement date (which shall be Start Date for the Initial SAR Award and the date of grant for such 2012 award), and as to 1/48th of the shares subject to the award monthly (on the same calendar date during the month as the Start Date for the Initial SAR Award and the date of grant for such 2012 award) thereaftervest, subject to Executive continuing to provide services to the Corporation through the relevant vesting dates, except as otherwise provided herein. Each award of SARs granted in 2011 or 2012 such adjustments (if any) will have a term of like duration as annual grants may be necessary to avoid any penalty tax under IRC Section 409A if and to the extent applicable. The Company intends that any award payout, deferral and other provisions applicable to Executive’s Stock Unit awards, as well as bonuses or other payments to Executive under this Agreement, fully comply with the payout and other limitations and restrictions imposed under new IRC Section 409A, as clarified or modified by to-be-issued IRS regulations – in each case if and to the extent such Section 409A is otherwise applicable to Executive’s awards and such compliance is necessary to avoid the penalties otherwise imposed under Section 409A. In this connection, the parties agree that the payout timing provisions applicable to the Stock Unit awards and other payments made to Executive, and the terms of any deferral and other senior executives during rights regarding such years (but not less than seven (7) years) and except as specifically set forth herein awards, shall be subject deemed modified, if and to the terms extent necessary to comply with the payout and conditions of the 2006 EIP (other limitations and restrictions imposed under new IRC Section 409A, as clarified or successor plan) modified by to-be-issued IRS regulations – in each case if and the grant notice and award agreement evidencing the award as set forth in Exhibit A attached hereto, which collectively shall be the governing documents with respect to each award of SARs granted in 2011 or 2012 (if any). Any long-term incentive awards and/or provisions thereof that are not required under this Section 5 shall be determined solely by the Board of Directors and/or its Human Resources Committee, subject to such terms as apply pursuant to the Second Part extent such Section is otherwise applicable to Executive’s awards and such compliance is necessary to avoid the Third Part of this Agreement.penalties otherwise imposed under Section 409A.

Long-Term Incentive Compensation. On During the later of Employment -------------------------------- Period, the Start Date or the next regularly scheduled grant date for awards by the Corporation, Executive shall be granted entitled to participate in all long-term incentive plans, practices, policies and programs applicable generally to other peer executives of the Company, provided that for each fiscal year ending during the Employment Period, the Company shall, on the earlier (the "Award Date") of (A) the date on which the Annual Bonus with respect to such fiscal year is paid, if any and (B) the Last Payment Date, grant the Executive either (1) stock options (each an award "Option" and collectively the "Option Award"), each to purchase one share of the common stock appreciation rights of Duke Power Company at a price equal to Fair Market Value (SARsas defined below) under as of the Corporation’s 2006 Equity Incentive Plan Award Date, (“2006 EIP”2) having shares of restricted common stock of Duke Power Company (each a grant date value "Restricted Share" and collectively the "Restricted Stock Award"), or (3) both an Option Award and a Restricted Stock Award (a "Combination Award"), in an amount such that the Aggregate Value (as defined below) of the Option Award, the Restricted Stock Award or the Combination Award, as applicable, on the Award Date is not less than $4,900,00045% of the sum of (x) the Annual Base Salary and (y) the Target Bonus Amount for the fiscal year with respect to which the Option Award, the Restricted Stock Award or the Combination Award, as determined consistent applicable, is made. Options granted as part of any Option Award shall have a term of 10 years, and vest and become exercisable ratably in three annual installments beginning on the first anniversary of the Award Date, and Shares granted as part of any Restricted Stock Award shall become free of all restrictions (including, without limitation, with Schedule A attached hereto respect to transferability) ratably in installments, each of which installment shall occur on the date the Executive achieves one of several performance goals (the “Initial SAR Award”)"Restricted Stock Performance Goals") whose number, level and content shall be set by the Compensation Committee of the Board in consultation with the Executive; provided, however, that the vesting commencement date number, level and content of the Restricted Stock Performance Goals shall be the Start Date in all instances. In addition, subject to Executive’s continued employment with the Corporation on the applicable date of grant, Executive will be grantedsuch that, in calendar 2012 and 2013 at the time annual awards are granted (orevent the Executive achieves all the Restricted Stock Performance Goals, if not granted, would be granted) to other senior executives, respective additional annual awards of SARs and/or other longone-term incentive award with an aggregate grant date value of not less than the median aggregate grant date value of annual long-term incentive awards made to the Chief Executive Officers third of the Corporation’s peer group Restricted Stock Award shall have become free of companies approved by the Human Resources Committee all restrictions on each of the Board of Director for this purpose (consistent with recent past practices) and determined consistent with Schedule A (the “2012/2013 Grant Metrics”); provided, however, that the 2012/2013 Grant Metrics shall not apply to any awards made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or after the consummation of an initial public offering first three anniversaries of the Corporation’s common stockAward Date. The per share exercise price for For the SARs granted pursuant to this Section 5 shall equal the Fair Market Value (as defined under the 2006 EIP, or successor plan) of an underlying share of the Corporation’s common stock on the date of grant. Subject to the accelerated vesting provisions set forth herein, the Initial SAR Award and any annual long-term incentive award granted in 2012 shall vest as to 25% of the shares subject to the award on the first anniversary of the vesting commencement date (which shall be Start Date for the Initial SAR Award and the date of grant for such 2012 award), and as to 1/48th of the shares subject to the award monthly (on the same calendar date during the month as the Start Date for the Initial SAR Award and the date of grant for such 2012 award) thereafter, subject to Executive continuing to provide services to the Corporation through the relevant vesting dates, except as otherwise provided herein. Each award of SARs granted in 2011 or 2012 (if any) will have a term of like duration as annual grants made to other senior executives during such years (but not less than seven (7) years) and except as specifically set forth herein shall be subject to the terms and conditions of the 2006 EIP (or successor plan) and the grant notice and award agreement evidencing the award as set forth in Exhibit A attached hereto, which collectively shall be the governing documents with respect to each award of SARs granted in 2011 or 2012 (if any). Any long-term incentive awards and/or provisions thereof that are not required under this Section 5 shall be determined solely by the Board of Directors and/or its Human Resources Committee, subject to such terms as apply pursuant to the Second Part and the Third Part purposes of this Agreement., "Fair Market Value" shall mean, as of any given date, the closing price of the common stock

Long-Term Incentive Compensation. On During the later of Employment Period, the Start Date or the next regularly scheduled grant date for awards by the Corporation, Executive shall be granted entitled to participate in all long-term incentive plans, practices, policies and programs applicable generally to other peer executives of the Company, provided that for each fiscal year ending during the Employment Period, the Company shall, on the earlier (the "Award Date") of (A) the date on which the Annual Bonus with respect to such fiscal year is paid, if any and (B) the Last Payment Date, grant the Executive either (1) stock options (each an award "Option" and collectively the "Option Award"), each to purchase one share of the common stock appreciation rights of Duke Power Company at a price equal to Fair Market Value (SARsas defined below) under as of the Corporation’s 2006 Equity Incentive Plan Award Date, (“2006 EIP”2) having shares of restricted common stock of Duke Power Company (each a grant date value "Restricted Share" and collectively the "Restricted Stock Award"), or (3) both an Option Award and a Restricted Stock Award (a "Combination Award"), in an amount such that the Aggregate Value (as defined below) of the Option Award, the Restricted Stock Award or the Combination Award, as applicable, on the Award Date is not less than $4,900,00045% of the sum of (x) the Annual Base Salary and (y) the Target Bonus Amount for the fiscal year with respect to which the Option Award, the Restricted Stock Award or the Combination Award, as determined consistent applicable, is made. Options granted as part of any Option Award shall have a term of 10 years, and vest and become exercisable ratably in three annual installments beginning on the first anniversary of the Award Date, and Shares granted as part of any Restricted Stock Award shall become free of all restrictions (including, without limitation, with Schedule A attached hereto respect to transferability) ratably in installments, each of which installment shall occur on the date the Executive achieves one of several performance goals (the “Initial SAR Award”)"Restricted Stock Performance Goals") whose number, level and content shall be set by the Compensation Committee of the Board in consultation with the Executive; provided, however, that the vesting commencement date number, level and content of the Restricted Stock Performance Goals shall be the Start Date in all instances. In addition, subject to Executive’s continued employment with the Corporation on the applicable date of grant, Executive will be grantedsuch that, in calendar 2012 and 2013 at the time annual awards are granted event the Executive achieves all the Restricted Stock Performance Goals, one-third of the Restricted Stock Award shall have become free of all restrictions on each of the first three anniversaries of the Award Date. For the purposes of this Agreement, "Fair Market Value" shall mean, as of any given date, the closing price of the common stock of Duke Power Company in the New York Stock Exchange Composite Transactions on such date as reported in The Wall Street Journal (or, if not grantedthere is no reported sale on such date, would be grantedon the last preceding date on which any reported sale occurred). For the purposes of this Agreement, "Aggregate Value" shall mean: with respect to an Option Award, the product of (x) to other senior executives, respective additional annual awards the number of SARs and/or other long-term incentive award with an aggregate grant date Options awarded and (y) the dollar value of not less than the median aggregate grant date value of annual long-term incentive awards made each such Option according to the Chief Executive Officers Black Xxxxxx option pricing model or such other option pricing model acceptable to both the Company and the Executive; with respect to a Restricted Stock Award, the product of (x) the Corporation’s peer group number of companies approved by the Human Resources Committee of the Board of Director for this purpose Shares awarded and (consistent with recent past practicesy) and determined consistent with Schedule A (the “2012/2013 Grant Metrics”); provided, however, that the 2012/2013 Grant Metrics shall not apply to any awards made during calendar 2012 or 2013 other than the annual awards under this paragraph (for example, excluding from coverage under this paragraph any special award granted during calendar 2012 or 2013) or to any awards granted on or after the consummation of an initial public offering of the Corporation’s common stock. The per share exercise price for the SARs granted pursuant to this Section 5 shall equal the Fair Market Value (as defined under determined without regard to the 2006 EIPrestrictions upon such Shares); and with respect to a Combination Award, or successor plan) of an underlying share the sum of the Corporation’s common stock on the date of grant. Subject to the accelerated vesting provisions set forth herein, the Initial SAR Award and any annual long-term incentive award granted in 2012 shall vest as to 25% respective Aggregate Values of the shares subject to the award on the first anniversary of the vesting commencement date (which shall be Start Date for the Initial SAR Option Award and the date Restricted Stock Award comprising the Combination Award. Determinations of grant for Aggregate Value shall be made by Ernst & Young or such 2012 award), and as to 1/48th of the shares subject other certified public accounting firm or consulting firm reasonably acceptable to the award monthly (on the same calendar date during the month Executive as the Start Date for the Initial SAR Award and the date of grant for such 2012 award) thereafter, subject to Executive continuing to provide services to the Corporation through the relevant vesting dates, except as otherwise provided herein. Each award of SARs granted in 2011 or 2012 (if any) will have a term of like duration as annual grants made to other senior executives during such years (but not less than seven (7) years) and except as specifically set forth herein shall may be subject to the terms and conditions of the 2006 EIP (or successor plan) and the grant notice and award agreement evidencing the award as set forth in Exhibit A attached hereto, which collectively shall be the governing documents with respect to each award of SARs granted in 2011 or 2012 (if any). Any long-term incentive awards and/or provisions thereof that are not required under this Section 5 shall be determined solely designated by the Board of Directors and/or its Human Resources Committee, subject to such terms as apply pursuant to the Second Part and the Third Part of this Agreement.Company. B-5-2