EXHIBIT 10.L
SEPARATION AND RETIREMENT AGREEMENT
THIS SEPARATION AND RETIREMENT AGREEMENT (THE "AGREEMENT"), WHICH IS EFFECTIVE
AS OF THIS 8TH DAY OF OCTOBER, 2002, IS ENTERED INTO BY AND BETWEEN DONALD B.
INGLE, JR. (THE "EXECUTIVE") AND CINERGY, WITH THE MUTUAL EXCHANGE OF PROMISES
AS CONSIDERATION.
CAPITALIZED WORDS AND TERMS USED THROUGHOUT THIS AGREEMENT
THAT ARE NOT DEFINED ELSEWHERE IN THIS AGREEMENT ARE DEFINED IN SECTION 19.
RECITALS
A.
THE EXECUTIVE HAS ELECTED TO TERMINATE VOLUNTARILY HIS EMPLOYMENT
WITH CINERGY AND RETIRE EFFECTIVE DECEMBER 15, 2002 (THE "TERMINATION DATE").
B.
THE EXECUTIVE IS CURRENTLY SERVING AS VICE PRESIDENT OF THE
COMPANY AND PRESIDENT OF POWER TECHNOLOGY AND INFRASTRUCTURE SERVICES.
CINERGY
DESIRES TO HAVE THE EXECUTIVE SERVE IN THIS POSITION UNTIL HIS RETIREMENT AND IS
WILLING TO PROVIDE CERTAIN ADDITIONAL BENEFITS AND ARRANGEMENTS TO THE
EXECUTIVE, PROVIDED THAT UPON PRESENTATION TO THE EXECUTIVE FOLLOWING THE
TERMINATION DATE THE EXECUTIVE EXECUTES AND DOES NOT TIMELY REVOKE THIS
AGREEMENT AND A WAIVER AND RELEASE, IN SUBSTANTIALLY THE FORM ATTACHED TO THIS
AGREEMENT AS EXHIBIT A, OF ALL CLAIMS THAT THE EXECUTIVE MIGHT BE ABLE TO ASSERT
AGAINST CINERGY AND CERTAIN RELATED ENTITIES AND INDIVIDUALS (THE "WAIVER AND
RELEASE").
C.
THE PARTIES HAVE AGREED TO ENTER INTO THIS AGREEMENT, WHICH HAS
BEEN SPECIFICALLY NEGOTIATED BETWEEN THE EXECUTIVE AND CINERGY.
THEREFORE, CINERGY AND THE EXECUTIVE ENTER INTO THE FOLLOWING AGREEMENT:
AGREEMENT
1.
RETIREMENT.
A.
TERMINATION OF EMPLOYMENT. THE EXECUTIVE WILL RETIRE, AND HIS
EMPLOYMENT WITH CINERGY WILL TERMINATE, EFFECTIVE AS OF THE TERMINATION DATE.
UNTIL THAT TIME, THE EXECUTIVE WILL CONTINUE TO BE ENTITLED TO RECEIVE THE
COMPENSATION AND PERQUISITES TO WHICH HE IS CURRENTLY ENTITLED PURSUANT TO THE
TERMS OF THE EMPLOYMENT AGREEMENT BETWEEN THE EXECUTIVE AND CINERGY DATED AS OF
OCTOBER 1, 2002 (THE "EMPLOYMENT AGREEMENT").
B.
EFFECT ON OTHER AGREEMENTS.
EXCEPT AS PROVIDED IN SECTIONS 1.A,
2.K AND 2.O OF THIS AGREEMENT, THIS AGREEMENT REPLACES AND SUPERSEDES ANY AND
ALL PRIOR EMPLOYMENT, SEPARATION AND RETIREMENT AGREEMENTS BETWEEN CINERGY AND
THE EXECUTIVE, INCLUDING BUT NOT LIMITED TO THE EMPLOYMENT AGREEMENT.
2.
SEPARATION BENEFITS. IN EXCHANGE FOR ENTERING INTO THIS AGREEMENT
AND SATISFYING ANY ADDITIONAL CONDITIONS SET FORTH IN THIS AGREEMENT, THE
EXECUTIVE WILL RECEIVE THE BENEFITS DESCRIBED BELOW IN THIS SECTION 2.
EACH OF
THE BENEFITS DESCRIBED BELOW IN THIS SECTION 2 SHALL ONLY BE PROVIDED TO THE
EXECUTIVE IF, UPON PRESENTATION TO THE EXECUTIVE FOLLOWING THE TERMINATION DATE,
THE EXECUTIVE TIMELY EXECUTES AND DOES NOT TIMELY REVOKE THE WAIVER AND
1
RELEASE, WHICH BENEFITS SHALL BE PAYABLE AS SOON AS PRACTICABLE FOLLOWING THE
LATER OF (I) JANUARY 15, 2003 OR (II) THE EXPIRATION OF THE REVOCATION PERIOD
CONTAINED IN THE WAIVER AND RELEASE, UNLESS OTHERWISE PROVIDED BELOW.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, CINERGY MAY WITHHOLD FROM ANY
AMOUNTS PAYABLE UNDER THIS AGREEMENT SUCH FEDERAL, STATE, OR LOCAL TAXES AS IT
REASONABLY DETERMINES ARE REQUIRED TO BE WITHHELD PURSUANT TO ANY APPLICABLE LAW
OR REGULATION.
A.
SEVERANCE PAY.
CINERGY AGREES TO PAY THE EXECUTIVE, IN LIEU OF
ANY OTHER SEVERANCE BENEFITS