Legacy Progress Director's Production of Documents (Part 3 ... - NCUC

According to securities filings, Mr. Johnson signed his employment contract on June 27, just ahead ofthe merger's July 2 close. He resigned his post at 12:01 a.m. on July 3. People familiar with thematter said the board decided he wasn't right for the job and instead gave it to Jim Rogers, who ranDuke before the deal.Duke spokesman Tom Williams said Mr. Johnson, 58, left by "mutual agreement." Mr. Johnsoncouldn't be reached for comment. Duke declined to make 64-year-old Mr. Rogers, who is alsochairman, available.Outsiders considered the turn of events highly unusual.It "is very odd" for a CEO to exit days after taking command, said David Schmidt, a consultant atJames F. Reda & Associates, a compensation consulting firm in New York that wasn't involved witheither company. "I have never seen that before.""One consequence ofthe way the change was handled is Mr. Johnson's exit will cost Duke up to $1.5million more than he would have received under the contract he had as Progress CEO.There had been questions from the beginning about whether Mr. Rogers would be comfortable notholding the CEO's post.The new board -- about two-thirds of which was made up by premerger Duke directors -- had its firstmeeting Monday afternoon, the people familiar with the matter said.Messrs. Johnson and Rogers attended the meeting, but then left when the board went into executivesession - the portion of the meeting without management. There, directors deliberated changing thetwo executives' roles. The board decided the initial arrangement wasn't going to work.Mr. Rogers's advocates viewed him as a consensus builder whose style was better suited to the taskof bringing two firms together, one person said. He also had run the larger company. The boardinformed both men of its decision after the meeting and came to an agreement that Mr. Johnsonwould step down, people familiar with the matter said.While the meeting was the first time the board discussed the CEO issue, it had become clear to someover the months leading tb the deal's close that the original arrangement wouldn't work, a personfamiliar with the matter said. "Different personalities, different cultures," the person said.The Duke spokesman wouldn't comment on the deliberations or when directors first started to wonderif Mr. Johnson was right for the top job at the Charlotte, N.C, based company.Mr. Johnson was surprised by the outcome, one person familiar with the matter said.Mr. Johnson will receive exit payments worth as much as $44.4 million, according to Duke. Thatincludes $7.4 million in severance, a nearly $1.4 million cash bonus, a special lump-sum paymentworth up to $1.5 million and accelerated vesting of his stock awards.Progress CEO Johnson May Get as Much as $44.7 Million after ExitBloomberg, 7-5-12By Mark ChediakProgress Energy Inc. Chief Executive Officer Bill Johnson, who unexpectedly resigned after DukeEnergy Corp. completed its takeover ofthe company, may collect as much as $44,7 million after hisexit.The total includes $12.7 million for pension benefits and deferred compensation, $14.3 million forvested stock awards, a possible $7.4 million payment for taxes and as much as $10.3 million forseverance, bonus and lump sum payments, according to regulatory filings and Tom Williams, aspokesman for Duke Energy.t7LEGPGNDIR001173