HOWEVER, THAT EACH OF
THE BENEFITS DESCRIBED BELOW IN THIS SECTION 5A(II) SHALL ONLY BE PROVIDED TO
THE EXECUTIVE IF, UPON PRESENTATION TO THE EXECUTIVE FOLLOWING A QUALIFYING
TERMINATION, THE EXECUTIVE TIMELY EXECUTES AND DOES NOT TIMELY REVOKE THE WAIVER
AND RELEASE.
(1)
CINERGY WILL PAY TO THE EXECUTIVE A LUMP
SUM AMOUNT, IN CASH, EQUAL TO THREE (3) TIMES THE SUM OF THE ANNUAL BASE SALARY
AND THE
10
ANNUAL BONUS.
FOR THIS PURPOSE, THE ANNUAL BASE SALARY WILL BE AT THE RATE IN
EFFECT AT THE TIME NOTICE OF TERMINATION IS GIVEN (WITHOUT GIVING EFFECT TO ANY
REDUCTION IN ANNUAL BASE SALARY, IF ANY, PRIOR TO THE TERMINATION, OTHER THAN
ACROSS-THE-BOARD REDUCTIONS), AND SHALL INCLUDE THE AMOUNT OF ANY NONELECTIVE
EMPLOYER CONTRIBUTIONS MADE ON BEHALF OF THE EXECUTIVE UNDER THE 401(K) EXCESS
PLAN DURING THE FISCAL YEAR IN WHICH THE EXECUTIVE'S QUALIFYING TERMINATION
OCCURS, AND THE ANNUAL BONUS WILL BE THE HIGHER OF (A) THE ANNUAL BONUS EARNED
BY THE EXECUTIVE PURSUANT TO ANY ANNUAL BONUS OR INCENTIVE PLAN MAINTAINED BY
CINERGY IN RESPECT OF THE YEAR ENDING IMMEDIATELY PRIOR TO THE FISCAL YEAR IN
WHICH OCCURS THE DATE OF TERMINATION, AND (B) THE ANNUAL BONUS THAT WOULD HAVE
BEEN EARNED BY THE EXECUTIVE PURSUANT TO ANY ANNUAL BONUS OR INCENTIVE PLAN
MAINTAINED BY CINERGY IN RESPECT OF THE FISCAL YEAR IN WHICH OCCURS THE DATE OF
TERMINATION, CALCULATED BY PROJECTING CINERGY'S PERFORMANCE AND OTHER APPLICABLE
GOALS AND OBJECTIVES FOR THE ENTIRE FISCAL YEAR BASED ON CINERGY'S PERFORMANCE
DURING THE PERIOD OF SUCH FISCAL YEAR OCCURRING PRIOR TO THE DATE OF
TERMINATION, AND BASED ON SUCH OTHER ASSUMPTIONS AND RATES AS CINERGY DEEMS
REASONABLE; PROVIDED, HOWEVER THAT FOR PURPOSES OF THIS SECTION 5A(II)(1)(B),
THE ANNUAL BONUS SHALL NOT BE LESS THAN THE TARGET ANNUAL BONUS, NOR GREATER
THAN THE MAXIMUM ANNUAL BONUS FOR THE YEAR IN WHICH THE DATE OF TERMINATION
OCCURS.
THIS LUMP SUM WILL BE PAID WITHIN THIRTY (30) DAYS AFTER THE EXPIRATION
OF THE REVOCATION PERIOD CONTAINED IN THE WAIVER AND RELEASE.
(2)
SUBJECT TO CLAUSES (A), (B) AND (C) BELOW,
CINERGY WILL PROVIDE, UNTIL THE END OF THE EMPLOYMENT PERIOD, MEDICAL AND DENTAL
BENEFITS TO THE EXECUTIVE AND/OR THE EXECUTIVE'S DEPENDENTS AT LEAST EQUAL TO
THOSE THAT WOULD HAVE BEEN PROVIDED IF THE EXECUTIVE'S EMPLOYMENT HAD NOT BEEN
TERMINATED (EXCLUDING BENEFITS TO WHICH THE EXECUTIVE HAS WAIVED HIS RIGHTS IN
WRITING).
THE BENEFITS DESCRIBED IN THE PRECEDING SENTENCE WILL BE IN
ACCORDANCE WITH THE MEDICAL AND WELFARE BENEFIT PLANS, PRACTICES, PROGRAMS, OR
POLICIES OF CINERGY (THE "M&W PLANS") AS THEN CURRENTLY IN EFFECT AND APPLICABLE
GENERALLY TO OTHER CINERGY SENIOR EXECUTIVES AND THEIR FAMILIES.
IN THE EVENT
THAT ANY MEDICAL OR DENTAL BENEFITS OR PAYMENTS PROVIDED PURSUANT TO THIS
SECTION 5A(II)(2)(B) ARE SUBJECT TO FEDERAL, STATE, OR LOCAL INCOME OR
EMPLOYMENT TAXES, CINERGY SHALL PROVIDE THE EXECUTIVE WITH AN ADDITIONAL PAYMENT
IN THE AMOUNT NECESSARY SUCH THAT AFTER PAYMENT BY THE EXECUTIVE OF ALL SUCH
TAXES (CALCULATED AFTER ASSUMING THAT THE EXECUTIVE PAYS