8-KLeadership ChangesExhibits & Filings

Duke Energy CORP 8-K Report, Executive Changes (Dec 9, 2010)

Filed December 9, 2010For Securities:DUKDUKBDUK-PA

Summary

Duke Energy Corporation (DUK) filed an 8-K on December 9, 2010, to report a significant executive change. James L. Turner, Group Executive, President and Chief Operating Officer of U.S. Franchised Electric and Gas, announced his intention to resign effective December 31, 2010. This departure is coupled with a retirement agreement approved by the Compensation Committee. The retirement agreement outlines the terms for Mr. Turner's departure, specifically modifying outstanding phantom and performance share awards. These awards will continue to vest post-employment in exchange for Mr. Turner's commitment to restrictive covenants, including non-solicitation, non-compete, non-disparagement, and non-disclosure. The agreement also acknowledges his 15 years of service. Investors should note that the valuation of performance share awards will be based on actual performance metrics, irrespective of his termination date.

Key Highlights

  • 1James L. Turner, a key executive in the U.S. Franchised Electric and Gas division, announced his resignation effective December 31, 2010.
  • 2Duke Energy has entered into a retirement agreement with Mr. Turner.
  • 3The retirement agreement modifies Mr. Turner's existing phantom and performance share awards.
  • 4These awards will continue to vest after his employment ends, subject to his adherence to restrictive covenants.
  • 5Restrictive covenants include non-solicitation, non-compete, non-disparagement, and non-disclosure.
  • 6The agreement recognizes Mr. Turner's 15 years of service with the company and its predecessors.
  • 7Performance share payments will be calculated based on actual performance for the relevant periods, regardless of termination.

Frequently Asked Questions

James L. Turner, Group Executive, President and Chief Operating Officer of U.S. Franchised Electric and Gas, announced his intention to resign from Duke Energy and its affiliates, effective December 31, 2010.

Mr. Turner's outstanding phantom and performance share awards have been modified to continue vesting after his employment termination. The performance share payments will be calculated based on actual performance for the award periods, and the phantom shares will continue to vest according to their original terms post-employment.

In exchange for the continued vesting of his awards, Mr. Turner has agreed to comply with certain restrictive covenants, including non-solicitation of employees, non-compete, non-disparagement, and non-disclosure. He also agreed to sign a standard release.

No, the retirement agreement specifies that his performance share awards will be calculated by reference to actual performance during the award periods, without regard to his termination of employment prior to the payment date.