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
PARAGRAPH 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 HOLD THE EXECUTIVE HARMLESS FOR THE RESULTS OF THOSE ACTIONS, INCLUDING ALL
LOSSES AND DAMAGES RESULTING FROM ANY LEGAL OR REGULATORY ACTION.
5
CINERGY WILL REIMBURSE THE EXECUTIVE FOR ALL EXPENSES AUTHORIZED BY CINERGY AND
INCURRED BY THE EXECUTIVE, 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. NOTHING IN THIS SECTION 7 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 DEEMS APPROPRIATE,
PROVIDED THAT, IN SO DOING, HE DOES NOT BREACH ANY OF HIS OTHER OBLIGATIONS
UNDER THIS AGREEMENT.
NOTWITHSTANDING THE FOREGOING SENTENCE, CINERGY, IN ITS
SOLE DISCRETION, MAY PERMIT THE EXECUTIVE TO REMAIN ON THE BOARD OF DIRECTORS OF
ANY COMPANY OF WHICH HE SERVES AS A DIRECTOR ON THE TERMINATION DATE.
8.
NON-SOLICITATION AND NON-COMPETITION. AT NO TIME DURING THE
CONSULTING PERIOD WILL THE EXECUTIVE: (A) EMPLOY OR SEEK TO EMPLOY ANY PERSON
EMPLOYED AT THAT TIME BY CINERGY OR OTHERWISE ENCOURAGE OR ENTICE ANY SUCH
PERSON TO LEAVE EMPLOYMENT WITH CINERGY; (B) BECOME EMPLOYED BY, ENTER INTO A
CONSULTING ARRANGEMENT WITH, OR OTHERWISE AGREE TO PERFORM PERSONAL SERVICES
FOR, A COMPETITOR WITHOUT THE WRITTEN CONSENT OF CINERGY; (C) ACQUIRE AN
OWNERSHIP INTEREST IN A COMPETITOR, PROVIDED THAT THE EXECUTIVE MAY, FOR
INVESTMENT PURPOSES, OWN NOT MORE THAN 3% OF THE OUTSTANDING STOCK OF ANY CLASS
OF A COMPETITOR THAT IS PUBLICLY TRADED; OR (D) SOLICIT ANY CUSTOMERS OR VENDORS
OF CINERGY ON BEHALF OF OR FOR THE BENEFIT OF A COMPETITOR.
THE EXECUTIVE ACKNOWLEDGES THAT MONETARY DAMAGES WILL NOT BE AN ADEQUATE REMEDY
FOR CINERGY IN THE EVENT OF A BREACH OF THIS SECTION 8, AND THAT IT WOULD BE
IMPOSSIBLE FOR CINERGY TO MEASURE DAMAGES IN THE EVENT OF SUCH A BREACH.
THEREFORE, THE EXECUTIVE AGREES THAT, IN LIEU OF ANY OTHER REMEDY THAT CINERGY
MAY HAVE FOR SUCH A BREACH, CINERGY IS ENTITLED TO AN INJUNCTION PREVENTING THE
EXECUTIVE FROM ANY BREACH OF THIS SECTION 8.
9.
COOPERATION WITH LITIGATION. UPON CINERGY'S REQUEST, THE
EXECUTIVE AGREES TO RENDER REASONABLE ASSISTANCE TO CINERGY IN CONNECTION WITH
ANY LITIGATION OR INVESTIGATION RELATING TO CINERGY'S BUSINESS, PROVIDED THAT
RENDERING SUCH ASSISTANCE DOES NOT IMPOSE AN UNREASONABLE BURDEN ON THE
EXECUTIVE. SUCH ASSISTANCE WILL INCLUDE, BUT