OR REPRESENTATIVE OF
CINERGY, EXCEPT TO THE EXTENT EXPRESSLY AUTHORIZED IN WRITING BY CINERGY.
THE
EXECUTIVE WILL PERFORM HIS CONSULTING SERVICES TO THE BEST OF HIS ABILITIES.
THE EXECUTIVE'S DUTIES PURSUANT TO THIS SECTION ARE PURELY THOSE OF A
CONSULTANT, AND CINERGY IS FREE TO ACCEPT OR REJECT HIS ADVICE, AS IT DEEMS
APPROPRIATE.
CINERGY IS RESPONSIBLE FOR ALL ACTIONS IT CHOOSES TO TAKE BASED ON
THE EXECUTIVE'S ADVICE, AND CINERGY AGREES TO INDEMNIFY AND HOLD THE EXECUTIVE
HARMLESS FOR THE RESULTS OF THOSE ACTIONS, INCLUDING ALL LOSSES AND DAMAGES
RESULTING FROM ANY LEGAL OR REGULATORY ACTION.
E.
CINERGY WILL REIMBURSE THE EXECUTIVE FOR ALL EXPENSES AUTHORIZED
BY CINERGY AND INCURRED BY THE EXECUTIVE IN THE PERFORMANCE OF CONSULTING
SERVICES DURING THE CONSULTING PERIOD, INCLUDING BUT NOT LIMITED TO TELEPHONE,
DUPLICATION, SECRETARIAL SERVICES, MAIL AND COURIER SERVICES, AND NORMAL
SUPPLIES THAT MAY REASONABLY BE REQUIRED.
REIMBURSEMENT WILL BE MADE WITHIN
THIRTY (30) DAYS OF CINERGY'S RECEIPT OF REASONABLE AND CUSTOMARY
DOCUMENTATION.
FOR ANY TRAVEL REQUESTED AND AUTHORIZED BY CINERGY, THE
EXECUTIVE WILL BE REIMBURSED FOR ALL REASONABLE AND CUSTOMARY EXPENSES,
INCLUDING TRANSPORTATION, PARKING, FOOD, AND LODGING.
F.
NOTHING IN THIS SECTION WILL (I) 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 DEEMS
APPROPRIATE, PROVIDED THAT, IN SO DOING, HE DOES NOT BREACH ANY OF HIS OTHER
OBLIGATIONS UNDER THIS AGREEMENT OR (II) BE CONSTRUED AS REQUIRING THE EXECUTIVE
TO RESIDE OR WORK NEAR CINERGY'S HEADQUARTERS.
8.
NONDISCLOSURE OF CONFIDENTIAL INFORMATION.
THE EXECUTIVE
ACKNOWLEDGES THAT THE INFORMATION, OBSERVATIONS AND DATA OBTAINED BY HIM WHILE
EMPLOYED BY CINERGY CONCERNING THE BUSINESS OR AFFAIRS OF CINERGY (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
CINERGY AND HE WAS AND IS REQUIRED TO HOLD IN A FIDUCIARY CAPACITY ALL
CONFIDENTIAL INFORMATION OBTAINED BY HIM WHILE EMPLOYED BY CINERGY FOR THE
BENEFIT OF CINERGY AS WELL AS THE SUCCESSORS AND ASSIGNS THEREOF.
THEREFORE,
THE EXECUTIVE AGREES THAT HE SHALL NOT DISCLOSE ANY CONFIDENTIAL INFORMATION
WITHOUT THE PRIOR WRITTEN CONSENT OF THE CHIEF LEGAL OFFICER OR THE CHIEF
EXECUTIVE OFFICER OF CINERGY CORP. (WHICH MAY BE WITHHELD FOR ANY REASON OR NO
REASON) UNLESS AND EXCEPT TO THE EXTENT THAT SUCH DISCLOSURE IS REQUIRED BY ANY
SUBPOENA OR OTHER LEGAL PROCESS (IN WHICH EVENT THE EXECUTIVE WILL GIVE THE
CHIEF LEGAL OFFICER OF CINERGY CORP. PROMPT NOTICE OF SUCH SUBPOENA OR OTHER
LEGAL PROCESS IN ORDER TO PERMIT CINERGY TO SEEK APPROPRIATE PROTECTIVE ORDERS),
AND THAT HE SHALL NOT USE ANY CONFIDENTIAL INFORMATION FOR HIS OWN ACCOUNT
WITHOUT THE PRIOR WRITTEN CONSENT OF THE CHIEF EXECUTIVE OFFICER OF CINERGY
CORP. (WHICH MAY BE WITHHELD FOR ANY REASON OR NO REASON).
AS SOON AS
PRACTICABLE FOLLOWING THE LAST DAY OF THE CONSULTING PERIOD, THE EXECUTIVE SHALL
DELIVER