TO THE COMPANY TO THE ATTENTION OF MR. TIMOTHY VERHAGEN, VICE PRESIDENT,
HUMAN RESOURCES, CINERGY CORP., 221 EAST FOURTH STREET, 30 AT II, CINCINNATI,
OHIO 45202, ALL MEMORANDA, NOTES, PLANS, RECORDS, REPORTS, COMPUTER TAPES AND
SOFTWARE AND OTHER DOCUMENTS AND DATA (AND COPIES THEREOF) RELATING TO THE
CONFIDENTIAL INFORMATION, OR TO THE WORK PRODUCT OR THE BUSINESS OF CINERGY
WHICH HE MAY POSSESS OR HAVE UNDER HIS CONTROL.
THE EXECUTIVE'S
4
OBLIGATIONS UNDER THIS SECTION ARE IN ADDITION TO, AND NOT IN LIMITATION OF OR
PREEMPTION OF, ALL OTHER OBLIGATIONS OF CONFIDENTIALITY WHICH THE EXECUTIVE MAY
HAVE TO CINERGY UNDER GENERAL LEGAL OR EQUITABLE PRINCIPLES, AND FEDERAL, STATE
OR LOCAL LAW.
9.
NON-SOLICITATION, NON-COMPETITION AND NON-DISPARAGEMENT.
A.
IN GENERAL.
THE EXECUTIVE ACKNOWLEDGES THAT IN THE COURSE OF HIS
EMPLOYMENT WITH CINERGY HE MAY HAVE BECOME FAMILIAR WITH TRADE SECRETS AND
CUSTOMER LISTS OF, AND OTHER CONFIDENTIAL INFORMATION CONCERNING, CINERGY AND
THAT HIS SERVICES HAVE BEEN OF SPECIAL, UNIQUE AND EXTRAORDINARY VALUE TO
CINERGY.
B.
NON-SOLICITATION AND NON-COMPETITION.
THE EXECUTIVE AGREES THAT
DURING THE CONSULTING PERIOD HE WILL NOT IN ANY MANNER, DIRECTLY OR INDIRECTLY,
INDUCE OR ATTEMPT TO INDUCE ANY EMPLOYEE OF CINERGY TO QUIT OR ABANDON HIS OR
HER EMPLOY.
THE EXECUTIVE AGREES THAT AT NO TIME DURING THE CONSULTING PERIOD
WILL HE: (I) BECOME EMPLOYED BY, ENTER INTO A CONSULTING ARRANGEMENT WITH, OR
OTHERWISE AGREE TO PERFORM PERSONAL SERVICES FOR, A COMPETITOR, (II) 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 (III) SOLICIT ANY CUSTOMERS OR
VENDORS OF CINERGY ON BEHALF OF OR FOR THE BENEFIT OF A COMPETITOR OR OTHERWISE
CALL ON, SERVICE OR SOLICIT COMPETING BUSINESS FROM CUSTOMERS OF CINERGY.
FOR
PURPOSES OF THIS AGREEMENT, THE TERM "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 OR (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.
C.
NON-DISPARAGEMENT.
EXCEPT AS REQUIRED BY SUBPOENA OR OTHER LEGAL
PROCESS (IN WHICH EVENT THE EXECUTIVE WILL GIVE THE CHIEF LEGAL OFFICER OF
CINERGY CORP. PROMPT NOTICE OF SUCH SUBPOENA OR OTHER LEGAL PROCESS IN ORDER TO
PERMIT CINERGY OR ANY AFFECTED INDIVIDUAL TO SEEK APPROPRIATE PROTECTIVE
ORDERS), THE EXECUTIVE FURTHER AGREES THAT HE WILL REFRAIN FROM PUBLISHING OR
PROVIDING ANY ORAL OR WRITTEN STATEMENTS ABOUT CINERGY, ANY OF ITS CURRENT OR
FORMER OFFICERS, EXECUTIVES, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OR
ANY INITIATIVE, PROGRAM OR POLICY