CONTROL;
PROVIDED THAT A POTENTIAL CHANGE IN CONTROL SHALL CEASE TO EXIST UPON THE
EXPIRATION OR OTHER TERMINATION OF SUCH AGREEMENT; OR
(II)
THE COMPANY OR ANY PERSON PUBLICLY
ANNOUNCES AN INTENTION TO TAKE OR TO CONSIDER TAKING ACTIONS WHICH, IF
CONSUMMATED, WOULD CONSTITUTE A CHANGE IN CONTROL; PROVIDED THAT A POTENTIAL
CHANGE IN CONTROL SHALL CEASE TO EXIST WHEN THE COMPANY OR SUCH PERSON PUBLICLY
ANNOUNCES THAT IT NO LONGER HAS SUCH AN INTENTION; OR
(III)
ANY PERSON WHO IS OR BECOMES THE BENEFICIAL
OWNER (AS DEFINED IN RULE 13D-3 UNDER THE 1934 ACT), DIRECTLY OR INDIRECTLY, OF
SECURITIES OF THE COMPANY REPRESENTING TEN PERCENT (10%) OR MORE OF THE COMBINED
VOTING POWER OF THE COMPANY'S THEN OUTSTANDING SECURITIES, INCREASES SUCH
PERSON'S BENEFICIAL OWNERSHIP OF SUCH SECURITIES BY AN AMOUNT EQUAL TO FIVE
PERCENT (5%) OR MORE OF THE COMBINED VOTING POWER OF THE COMPANY'S THEN
OUTSTANDING SECURITIES; OR
(IV)
THE BOARD OF DIRECTORS ADOPTS A RESOLUTION TO
THE EFFECT THAT, FOR PURPOSES HEREOF, A POTENTIAL CHANGE IN CONTROL HAS
OCCURRED.
Notwithstanding anything herein to the contrary, a Potential Change in Control
shall cease to exist not later than the date that (i) the Board of Directors
determines that the Potential Change in Control no longer exists, or (ii) a
Change in Control occurs.
LL.
QUALIFYING TERMINATION.
"QUALIFYING
TERMINATION" MEANS (I) THE TERMINATION BY CINERGY OF THE EXECUTIVE'S EMPLOYMENT
WITH CINERGY DURING THE EMPLOYMENT PERIOD OTHER THAN A TERMINATION FOR CAUSE OR
(II) THE TERMINATION BY THE EXECUTIVE OF THE EXECUTIVE'S EMPLOYMENT WITH CINERGY
DURING THE EMPLOYMENT PERIOD FOR GOOD REASON.
MM.
RELOCATION PROGRAM.
"RELOCATION PROGRAM" MEANS
THE CINERGY CORP. RELOCATION PROGRAM, OR ANY SIMILAR PROGRAM OR SUCCESSOR TO
THAT PROGRAM, AS IN EFFECT ON THE DATE OF THE EXECUTIVE'S TERMINATION OF
EMPLOYMENT.
25
NN.
SEVERANCE BENEFITS.
"SEVERANCE BENEFITS"
MEANS THE PAYMENTS AND BENEFITS PAYABLE TO THE EXECUTIVE PURSUANT TO SECTION 5.
OO.
SPOUSE.
"SPOUSE" MEANS THE EXECUTIVE'S
LAWFULLY MARRIED SPOUSE.
FOR THIS PURPOSE, COMMON LAW MARRIAGE OR A SIMILAR
ARRANGEMENT WILL NOT BE RECOGNIZED UNLESS OTHERWISE REQUIRED BY FEDERAL LAW.
PP.
STOCK RELATED DOCUMENTS.
"STOCK RELATED
DOCUMENTS" MEANS THE LTIP, THE CINERGY CORP. STOCK OPTION PLAN, AND THE VALUE
CREATION PLAN AND ANY APPLICABLE ADMINISTRATIVE GUIDELINES AND WRITTEN
AGREEMENTS RELATING TO THOSE PLANS.
QQ.
TARGET ANNUAL BONUS.
"TARGET ANNUAL BONUS"
HAS THE MEANING SET FORTH IN SECTION 3B.
RR.
TARGET LTIP BONUS.
"TARGET LTIP BONUS"
HAS THE MEANING SET FORTH IN SECTION 3B.
SS.
VALUE CREATION PLAN.
"VALUE CREATION PLAN"
MEANS THE VALUE CREATION PLAN OR ANY SIMILAR PLAN, OR SUCCESSOR PLAN OF THE
LTIP.
TT.
WAIVER AND RELEASE.
"WAIVER AND
RELEASE" MEANS A WAIVER AND RELEASE, IN SUBSTANTIALLY THE FORM ATTACHED TO THIS
AGREEMENT AS EXHIBIT A.
12.
MISCELLANEOUS.
A.
THIS AGREEMENT WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OHIO, WITHOUT REFERENCE TO
PRINCIPLES OF CONFLICT OF LAWS.
THE CAPTIONS OF THIS AGREEMENT ARE NOT PART OF
ITS PROVISIONS AND WILL HAVE NO FORCE OR EFFECT.
THIS AGREEMENT