Performance Share Calculation Schedule for Post-2010 Performance Awards under Merger Agreement
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Summary
This document outlines how performance shares are awarded to participants based on the company's total shareholder return and earnings growth relative to a peer group. The percentage of shares vested depends on the company's ranking and growth rate, with specific thresholds for payouts. The committee has discretion to reduce awards if deemed excessive, and awards are subject to the terms of a merger agreement involving Duke Energy Corporation, Diamond Acquisition Corporation, and the Company. Payments are made according to the referenced sub-plan sections.
EX-10.1 2 eightk02252011exhibit.htm EXHIBIT 10.1 eightk02252011exhibit.htm
EXHIBIT 10.1
| ATTACHMENT 1 PERFORMANCE SCHEDULE PERFORMANCE SHARE CALCULATION for Post-2010 Performance Awards |
| Ranking of Total Shareholder Return Relative to Peer Group | Less than 40th Percentile | 40th Percentile | 50th Percentile | 80th or Higher Percentile |
| Vested % of Target Award Earned | 0% | 50% | 100% | 200% |
| Rate of Earnings Growth | Less than 1% | 1% | 2% | 5% or Higher |
| Vested % of Target Award Earned | 0% | 50% | 100% | 200% |
Committee Discretion. Unless a Change in Control shall have occurred, the Committee retains the sole discretion to reduce the number of Performance Shares earned, with respect to any or all Participants, if the formula would result in payouts that the Committee deems to be disproportionate to Company performance or other circumstances merit a reduction in the amounts earned. Notwithstanding the foregoing, the percentage of the target award to be vested based on Total Shareholder Return shall not exceed 50% (threshold level) if the absolute Total Shareholder Return of the Company for the Performance Period is negative.
Payment of Awards. The number of Performance Shares earned shall be paid in accordance with the provisions of Section 2.6 or 3.3 of the Sub-Plan, as appropriate. Further, the terms of the awards are subject to the applicable provisions of the Agreement and Plan of Merger, dated as of January 8, 2011, by and among Duke Energy Corporation, Diamond Acquisition Corporation and the Company, filed as Exhibit 2.1 to Current Report on Form 8-K dated January 10, 2011.
