PROGRAM OR ANY SIMILAR PROGRAM OR SUCCESSOR TO THE
EXECUTIVE SUPPLEMENTAL LIFE PROGRAM.
Y.
401(K) EXCESS PLAN.
"401(K) EXCESS
PLAN" MEANS THE CINERGY CORP. 401(K) EXCESS PLAN, OR ANY SIMILAR PLAN OR
SUCCESSOR TO THAT PLAN.
Z.
GOOD REASON.
"GOOD REASON" HAS THE
MEANING SET FORTH IN SECTION 4D.
AA.
GROSS-UP PAYMENT.
"GROSS-UP PAYMENT" HAS
THE MEANING SET FORTH IN SECTION 5C.
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BB.
HIGHEST AVERAGE EARNINGS.
"HIGHEST AVERAGE
EARNINGS" SHALL HAVE THE MEANING GIVEN TO SUCH TERM IN THE CINERGY CORP.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN.
FOR PURPOSES OF CLARITY, THE PARTIES
HERETO ACKNOWLEDGE AND AGREE THAT THE EXECUTIVE'S HIGHEST AVERAGE EARNINGS FOR
ANY YEAR SHALL NOT INCLUDE ANY BENEFITS RECEIVED BY THE EXECUTIVE PURSUANT TO
SECTION 5 OF THIS AGREEMENT, OTHER THAN PURSUANT TO SECTION 5A(I) OF THIS
AGREEMENT.
CC.
HOUSE.
"HOUSE" HAS THE MEANING SET FORTH IN
SECTION 3F.
DD.
LONG-TERM INCENTIVE PLAN OR LTIP.
"LONG-TERM
INCENTIVE PLAN" OR "LTIP" MEANS THE LONG-TERM INCENTIVE PLAN IMPLEMENTED UNDER
THE CINERGY CORP. 1996 LONG-TERM INCENTIVE COMPENSATION PLAN OR ANY SUCCESSOR TO
THAT PLAN.
EE.
M&W PLANS.
"M&W PLANS" HAS THE MEANING SET
FORTH IN SECTION 5A(II)(2).
FF.
MAXIMUM ANNUAL BONUS.
"MAXIMUM ANNUAL
BONUS" HAS THE MEANING SET FORTH IN SECTION 3B.
GG.
NONELECTIVE EMPLOYER CONTRIBUTION.
"NONELECTIVE EMPLOYER CONTRIBUTION" HAS THE MEANING SET FORTH IN THE 401(K)
EXCESS PLAN.
HH.
NOTICE OF TERMINATION.
"NOTICE OF
TERMINATION" HAS THE MEANING SET FORTH IN SECTION 4F.
II.
PAYMENT OR PAYMENTS.
"PAYMENT" OR
"PAYMENTS" HAS THE MEANING SET FORTH IN SECTION 5C.
JJ.
PENSION PLAN.
"PENSION PLAN" MEANS
THE CINERGY CORP. NON-UNION EMPLOYEES' PENSION PLAN OR ANY SUCCESSOR TO THAT
PLAN.
KK.
PERSON.
"PERSON" HAS THE MEANING SET FORTH
IN PARAGRAPH 3(A)(9) OF THE 1934 ACT, AS MODIFIED AND USED IN SUBSECTIONS 13(D)
AND 14(D) OF THE 1934 ACT; HOWEVER, A PERSON WILL NOT INCLUDE THE FOLLOWING:
(I)
CINERGY OR ANY OF ITS SUBSIDIARIES OR
AFFILIATES;
(II)
A TRUSTEE OR OTHER FIDUCIARY HOLDING
SECURITIES UNDER AN EMPLOYEE BENEFIT PLAN OF CINERGY OR ITS SUBSIDIARIES OR
AFFILIATES;
(III)
AN UNDERWRITER TEMPORARILY HOLDING
SECURITIES PURSUANT TO AN OFFERING OF THOSE SECURITIES; OR
(IV)
A CORPORATION OWNED, DIRECTLY OR INDIRECTLY,
BY THE STOCKHOLDERS OF THE COMPANY IN SUBSTANTIALLY THE SAME PROPORTIONS AS
THEIR OWNERSHIP OF STOCK OF THE COMPANY.
LL.
POTENTIAL CHANGE IN CONTROL.
A
"POTENTIAL CHANGE IN CONTROL" MEANS ANY PERIOD DURING WHICH ANY OF THE FOLLOWING
CIRCUMSTANCES EXIST:
24
(I)
THE COMPANY ENTERS INTO AN AGREEMENT,
THE CONSUMMATION OF WHICH WOULD RESULT IN THE OCCURRENCE OF A CHANGE IN 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