COMPETITOR. "COMPETITOR" MEANS ANY PERSON OR ENTITY THAT SELLS
GOODS OR SERVICES THAT ARE DIRECTLY COMPETITIVE WITH THOSE SOLD BY A BUSINESS
THAT (1) IS BEING CONDUCTED BY CINERGY AT THE TIME IN QUESTION AND (2) WAS BEING
CONDUCTED BY CINERGY ON THE TERMINATION DATE. NOTWITHSTANDING ANYTHING IN THE
PRECEDING SENTENCE, GOODS OR SERVICES WILL NOT BE DEEMED TO BE COMPETITIVE WITH
THOSE OF CINERGY SOLELY AS A RESULT OF THE EXECUTIVE BEING EMPLOYED BY OR
OTHERWISE ASSOCIATED WITH A BUSINESS THAT IS IN COMPETITION WITH CINERGY BUT AS
TO WHICH THE EXECUTIVE DOES NOT HAVE DIRECT OR INDIRECT RESPONSIBILITIES FOR THE
PRODUCTS OR SERVICES INVOLVED.
E.
EXECUTIVE. "EXECUTIVE" MEANS DONALD B. INGLE, JR.
F.
EXECUTIVE SUPPLEMENTAL LIFE PROGRAM. "EXECUTIVE SUPPLEMENTAL
LIFE PROGRAM" MEANS THE CINERGY CORP. EXECUTIVE SUPPLEMENTAL LIFE INSURANCE
PROGRAM AND ANY SUCCESSOR OF THAT PLAN.
G.
TERMINATION DATE. "TERMINATION DATE" HAS THE MEANING GIVEN SUCH
TERM IN THE RECITALS TO THIS AGREEMENT.
8
IN WITNESS WHEREOF, THE PARTIES HAVE CAUSED THIS AGREEMENT TO BE EXECUTED,
EFFECTIVE AS OF THE DATE ABOVE WRITTEN.
CINERGY SERVICES, INC.
EXECUTIVE
BY:
/S/ JAMES E. ROGERS
/S/ DONALD B. INGLE, JR.
JAMES E. ROGERS
DONALD B. INGLE, JR.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
9
EXHIBIT A
*****
WAIVER AND RELEASE AGREEMENT
THIS WAIVER AND RELEASE AGREEMENT (THIS "WAIVER AND RELEASE") IS ENTERED INTO BY
AND BETWEEN DONALD B. INGLE, JR. (THE "EXECUTIVE") AND CINERGY CORP.
("CINERGY") (COLLECTIVELY, THE "PARTIES").
WHEREAS, THE PARTIES HAVE ENTERED INTO THE SEPARATION AND RETIREMENT AGREEMENT
DATED
(THE "AGREEMENT");
WHEREAS, THE EXECUTIVE'S EMPLOYMENT HAS BEEN TERMINATED IN ACCORDANCE WITH THE
TERMS OF THE AGREEMENT;
WHEREAS, THE EXECUTIVE IS REQUIRED TO SIGN THIS WAIVER AND RELEASE IN ORDER TO
RECEIVE THE PAYMENT OF CERTAIN COMPENSATION UNDER THE AGREEMENT FOLLOWING
TERMINATION OF EMPLOYMENT; AND
WHEREAS, CINERGY HAS AGREED TO SIGN THIS WAIVER AND RELEASE.
NOW, THEREFORE, IN CONSIDERATION OF THE PROMISES AND AGREEMENTS CONTAINED HEREIN
AND OTHER GOOD AND VALUABLE CONSIDERATION, THE SUFFICIENCY AND RECEIPT OF WHICH
ARE HEREBY ACKNOWLEDGED, AND INTENDING TO BE LEGALLY BOUND, THE PARTIES AGREE AS
FOLLOWS:
1.
THIS WAIVER AND RELEASE IS EFFECTIVE ON THE DATE HEREOF AND WILL
CONTINUE IN EFFECT AS PROVIDED HEREIN.
2.
IN CONSIDERATION OF THE PAYMENTS TO BE
MADE AND THE BENEFITS TO BE RECEIVED BY THE EXECUTIVE PURSUANT TO THE AGREEMENT
(THE "SEVERANCE BENEFITS"), WHICH THE EXECUTIVE ACKNOWLEDGES ARE IN ADDITION TO
PAYMENT AND BENEFITS TO WHICH THE EXECUTIVE WOULD BE ENTITLED TO BUT FOR THE
AGREEMENT, THE EXECUTIVE, ON BEHALF OF HIMSELF, HIS HEIRS, REPRESENTATIVES,
AGENTS AND ASSIGNS HEREBY COVENANTS NOT TO SUE OR OTHERWISE VOLUNTARILY
PARTICIPATE IN ANY LAWSUIT AGAINST, FULLY RELEASES, INDEMNIFIES, HOLDS HARMLESS,
AND OTHERWISE FOREVER DISCHARGES (I) CINERGY, (II) ITS SUBSIDIARY OR AFFILIATED
ENTITIES, (III) ALL OF THEIR PRESENT OR FORMER DIRECTORS, OFFICERS, EMPLOYEES,
SHAREHOLDERS, AND AGENTS AS WELL AS (IV) ALL PREDECESSORS, SUCCESSORS AND
ASSIGNS THEREOF (THE PERSONS LISTED IN CLAUSES (I) THROUGH (IV) HEREOF SHALL BE
REFERRED TO COLLECTIVELY AS THE "COMPANY") FROM ANY AND ALL ACTIONS, CHARGES,
CLAIMS, DEMANDS,