Exhibit 10.7


 


FORM OF AMENDMENT TO EMPLOYMENT AGREEMENT


 


The Employment Agreement between Cinergy Corp., its
subsidiaries and/or its affiliates (“Cinergy”) and                       
(the “Executive”) dated as of                          
(the “Agreement”) is hereby amended effective as of December 14, 2005.


1.     Section
3b(ii) of the Agreement is hereby amended by adding the following new
subsection (5) at the end thereof:


 


“(5)  Special Change in Control Payment Election
With Respect to Amounts Earned and Vested After 2004.  Notwithstanding the foregoing, the Executive
may make an election during 2005, on a form provided by Cinergy, to receive a
single lump sum cash payment in an amount equal to the Actuarial Equivalent (as
defined above in Section 3b(ii)(3)(D)) of his supplemental retirement benefit
(or the remaining portion thereof if payment of such benefit has already
commenced) payable after the later of the occurrence of a Change in Control or
his termination of employment.  If the
Executive’s termination of employment occurs prior to a Change in Control,
payment under this Subsection shall be made on the fifth business day after the
occurrence of a Change in Control.  If
the Executive’s termination of employment occurs after the Change in Control,
payment under this Subsection shall occur on the fifth business day after such
termination, or if necessary to comply with Code Section 409A, on the first
business day after the sixth month anniversary of the termination of employment.  Notwithstanding anything to the contrary,
this Subsection shall only apply with respect to the portion of the Executive’s
benefit, if any, which is treated as “deferred” after December 31, 2004 (within
the meaning of Section 409A of the Code (the “Post-2004 Deferrals”)), and shall
be interpreted accordingly. 
Notwithstanding any other provision to the contrary, the Post-2004
Deferrals shall be administered in a manner that complies with the provisions
of Section 409A of the Code, so as to prevent the inclusion in gross income of
any amount in a taxable year that is prior to the taxable year or years in
which such amount would otherwise actually be distributed or made available to
the Executive or his beneficiaries.  An
election made pursuant to this Subsection shall become operative only upon the
occurrence of a Change in Control and only if the Executive’s termination of
employment occurs either (1) prior to the occurrence of a Change in Control or
(2) during the 24-month period commencing upon the occurrence of a Change in
Control.  Once operative, such special
payment election shall override any other payment election made by the
Executive with respect to his Post-2004 Deferrals.  In
the event an amount is paid to or on behalf of the Executive pursuant to this
Section 3b(ii)(5), such payment shall discharge any liability under this
Agreement to or on behalf of the Executive with respect to his Post-2004
Deferrals.”


 
















 


IN WITNESS WHEREOF, the Executive and Cinergy have caused
this Amendment to the Agreement to be executed as of the date first specified
above.


 


	
   

  	
  CINERGY SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EXECUTIVE