CHIEF EXECUTIVE OFFICER OR HIS DESIGNEE WILL HAVE AUTHORITY ON BEHALF
OF CINERGY TO AGREE TO AMEND, MODIFY, REPEAL, WAIVE, EXTEND, OR DISCHARGE ANY
PROVISION OF THIS AGREEMENT.
B.
ALL NOTICES AND OTHER COMMUNICATIONS
UNDER THIS AGREEMENT WILL BE IN WRITING AND WILL BE GIVEN BY HAND DELIVERY TO
THE OTHER PARTY OR BY FEDERAL EXPRESS OR OTHER COMPARABLE NATIONAL OR
INTERNATIONAL OVERNIGHT DELIVERY SERVICE, ADDRESSED IN THE NAME OF SUCH PARTY AT
THE FOLLOWING ADDRESS, WHICHEVER IS APPLICABLE:
IF TO THE EXECUTIVE:
CINERGY CORP.
221 EAST FOURTH STREET
CINCINNATI, OHIO 45201-0960
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IF TO CINERGY:
CINERGY CORP.
221 EAST FOURTH STREET
CINCINNATI, OHIO 45201-0960
ATTN: CHIEF EXECUTIVE OFFICER
OR TO SUCH OTHER ADDRESS AS EITHER PARTY HAS FURNISHED TO THE OTHER IN WRITING
IN ACCORDANCE WITH THIS AGREEMENT.
ALL NOTICES AND COMMUNICATIONS WILL BE
EFFECTIVE WHEN ACTUALLY RECEIVED BY THE ADDRESSEE.
C.
THE INVALIDITY OR UNENFORCEABILITY OF
ANY PROVISION OF THIS AGREEMENT WILL NOT AFFECT THE VALIDITY OR ENFORCEABILITY
OF ANY OTHER PROVISION OF THIS AGREEMENT.
D.
CINERGY MAY WITHHOLD FROM ANY AMOUNTS
PAYABLE UNDER THIS AGREEMENT SUCH FEDERAL, STATE, OR LOCAL TAXES AS ARE REQUIRED
TO BE WITHHELD PURSUANT TO ANY APPLICABLE LAW OR REGULATION.
E.
THE EXECUTIVE'S OR CINERGY'S FAILURE TO
INSIST UPON STRICT COMPLIANCE WITH ANY PROVISION OF THIS AGREEMENT OR THE
FAILURE TO ASSERT ANY RIGHT THE EXECUTIVE OR CINERGY MAY HAVE UNDER THIS
AGREEMENT, INCLUDING WITHOUT LIMITATION THE RIGHT OF THE EXECUTIVE TO TERMINATE
EMPLOYMENT FOR GOOD REASON PURSUANT TO SECTION 4D OR THE RIGHT OF CINERGY TO
TERMINATE THE EXECUTIVE'S EMPLOYMENT FOR CAUSE PURSUANT TO SECTION 4B, WILL NOT
BE DEEMED TO BE A WAIVER OF THAT PROVISION OR RIGHT OR ANY OTHER PROVISION OR
RIGHT OF THIS AGREEMENT.
F.
REFERENCES IN THIS AGREEMENT TO THE
MASCULINE INCLUDE THE FEMININE UNLESS THE CONTEXT CLEARLY INDICATES OTHERWISE.
G.
THIS INSTRUMENT CONTAINS THE ENTIRE
AGREEMENT OF THE EXECUTIVE AND CINERGY WITH RESPECT TO THE SUBJECT MATTER OF
THIS AGREEMENT; AND SUBJECT TO ANY AGREEMENTS EVIDENCING STOCK OPTION OR
RESTRICTED STOCK GRANTS DESCRIBED IN SECTION 3B AND THE STOCK RELATED DOCUMENTS,
ALL PROMISES, REPRESENTATIONS, UNDERSTANDINGS, ARRANGEMENTS, AND PRIOR
AGREEMENTS ARE MERGED INTO THIS AGREEMENT AND ACCORDINGLY SUPERSEDED.
H.
THIS AGREEMENT MAY BE EXECUTED IN
COUNTERPARTS, EACH OF WHICH WILL BE DEEMED TO BE AN ORIGINAL BUT ALL OF WHICH
TOGETHER WILL CONSTITUTE ONE AND THE SAME INSTRUMENT.
I.
CINERGY AND THE EXECUTIVE AGREE THAT
CINERGY SERVICES, INC. WILL BE AUTHORIZED TO ACT FOR CINERGY WITH RESPECT TO ALL
ASPECTS PERTAINING TO THE ADMINISTRATION AND INTERPRETATION OF THIS AGREEMENT.
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IN WITNESS WHEREOF, the Executive and the Company have caused this Agreement to
be executed as of the Effective Date.
CINERGY SERVICES, INC.
By:
/s/ James E. Rogers
James E. Rogers
Chairman and
Chief Executive Officer
EXECUTIVE
/s/ William J. Grealis
William J. Grealis
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EXHIBIT A
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WAIVER AND RELEASE AGREEMENT
THIS WAIVER AND RELEASE AGREEMENT (this "Waiver and Release") is entered into by
and between William J. Grealis (the "Executive") and Cinergy