Exhibit 10.1


 


CONSULTING AGREEMENT


 


This Consulting Agreement (the “Agreement”),
which is effective as of this           
day of March 2006, is entered into by and between Michael J. Cyrus (the “Executive”)
and Cinergy Corp. and its subsidiaries and affiliates (collectively, “Cinergy”),
with the mutual exchange of promises as consideration (collectively, the “Parties”).



 


Recitals


 


A.                                   WHEREAS, the Parties have agreed to the termination of
the Executive’s employment following the consummation of the merger contemplated
by the Agreement and Plan of Merger by and among Duke Energy Corporation,
Cinergy Corp., Deer Holding Corp., Deer Acquisition Corp. and Cougar
Acquisition Corp., dated as of May 8, 2005, as amended; and


 


B.                                     WHEREAS, Cinergy would like to engage the Executive to
provide certain consulting services to the publicly traded entity surviving the
Merger and/or its subsidiaries and affiliates as well as any successors thereto
(collectively, “Duke”).


 


C.                                     NOW, THEREFORE, Cinergy and the Executive enter into the
following Agreement:


 


Agreement


 


1.                                       Consulting
Arrangement.  The Executive agrees to
serve as a consultant to Duke for the period beginning on the date the
Executive’s employment is terminated and ending on December 31, 2006 (the “Consulting
Period”).  The consulting services to be
provided by the Executive during the Consulting Period will consist of
consultation with, and advice to, the officers and managerial employees of
Duke, as requested by Paul H. Barry (or his/her successor), on matters relating
to Cinergy’s business affairs about which the Executive has historical
knowledge and experience.  When requested
by Duke, the Executive will perform the consulting services at reasonable
times, as determined by mutual agreement between Duke and the Executive;
provided, however, that in no event will the Executive be required, pursuant to
this Agreement, to provide more than 80 hours of consulting services to Duke in
any calendar month without his/her consent. 
With respect to the Consulting Period, the Executive will receive (i) a
$151,000 retainer for consulting services in a lump sum as soon as reasonably
practicable after the later of the date the Executive’s employment is
terminated or the date this Agreement becomes effective pursuant to Section 4
hereof, and (ii) a monthly consulting fee of $27,775 for consulting
services performed during such period. 
If the Executive devotes more than 640 hours during the Consulting
Period to the performance of consulting services pursuant to this Agreement,
then the Company shall pay to the Executive an additional consulting fee at a
rate of $320 per hour for each hour of consulting services in excess of 640
hours.  All of the consulting services to
be provided by the Executive will be performed as an independent contractor,
and the


 


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Executive
will not have any authority to act as an agent or representative of Duke,
except to the extent expressly authorized in writing by Duke.  The Executive will perform his/her consulting
services to the best of his/her abilities. 
The Executive will be reimbursed for all reasonable expenses authorized
by Duke and incurred by the Executive in connection with the provision of
consulting services pursuant to this Agreement. 
Nothing in this Agreement will prohibit the Executive from seeking or
accepting other employment, engaging in any other consulting services, or
participating in any other endeavor for profit, as he/she deems appropriate;
provided, however, that in so doing, he/she does not breach any of his/her
other obligations under this Agreement; further, provided, however, that in the
event the Executive becomes employed by another employer prior to the
expiration of the Consulting Period, Duke, in its sole discretion, may terminate
this Agreement.


 


2.                                       Nondisclosure
of Confidential Information.  The
Executive acknowledges that the information, observations and data obtained by
him/her during the Consulting Period concerning the business or affairs of Duke
or any predecessor thereof (unless and except to the extent the foregoing
become generally known to and available for use by the public other than as a
result of the Executive’s acts or omissions to act) (hereinafter defined as “Confidential
Information”) are the property of Duke and he/she is required to hold in a
fiduciary capacity all Confidential Information obtained by him/her during the
Consulting Period for the benefit of Duke. 
The Executive’s obligations under this Agreement are in addition to, and
not in limitation of or preemption of, all other obligations of confidentiality
which the Executive may have to Duke or its predecessors under general legal or
equitable principles, and federal, state or local law.


 


3.                                       Governing
Law.  This Agreement shall be
interpreted, enforced and governed under the laws of the State of Ohio, without
regard to any applicable state’s choice of law provisions.


 


4.                                       Effective
Date.  The Parties acknowledge and agree
that this Agreement shall not become effective unless and until it is approved
by the Compensation Committee of the Board of Directors of Cinergy Corp.  Notwithstanding anything in this Agreement to
the contrary, this Agreement shall be null and void and of no force or effect
in the event the Executive does not execute any waiver and release the
Executive may be required to execute (a) in connection with the agreement
by and between Executive and Cinergy dated December 27, 2005 regarding the
acceleration of certain payments, and/or (b) in order to receive severance
benefits under the Employment Agreement by and between the Executive and
Cinergy dated September 12, 2002, as amended.


 


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IN
WITNESS WHEREOF, the Parties have caused this Agreement to be executed,
effective as of the date first written above.


 


 


	
  CINERGY

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  James E. Rogers

  	
  Michael J. Cyrus

  
	
   

  	
  Chief Executive Officer of
  Cinergy

  	
   

  
	
   

  	
  Corp. and Cinergy Services, Inc.

  	
   

  
					



 


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