BENEFITS
DESCRIBED IN THIS AGREEMENT CONSTITUTE GOOD, VALUABLE AND SUFFICIENT
CONSIDERATION FOR THE OBLIGATIONS THE EXECUTIVE ASSUMES HEREIN AND IN THE WAIVER
AND RELEASE.
THE BENEFITS OFFERED IN EXCHANGE FOR THE EXECUTIVE'S EXECUTION OF
THIS AGREEMENT AND THE WAIVER AND RELEASE EXCEED IN KIND AND SCOPE THAT TO WHICH
THE EXECUTIVE WOULD HAVE OTHERWISE BEEN LEGALLY ENTITLED.
5.
FUTURE EMPLOYMENT.
THE EXECUTIVE WAIVES ANY RIGHT TO ASSERT ANY
CLAIM OR DEMAND FOR REEMPLOYMENT WITH CINERGY.
THE EXECUTIVE, HOWEVER, MAY
ACCEPT AN OFFER OF REEMPLOYMENT WITH CINERGY IN THE EVENT SUCH AN OFFER IS MADE.
6.
ACKNOWLEDGEMENT.
THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT IT
IS THE POLICY OF CINERGY TO COMPLY WITH ALL APPLICABLE FEDERAL, STATE AND LOCAL
LAWS AND REGULATIONS.
THE EXECUTIVE AFFIRMS THAT HE HAS REPORTED ALL COMPLIANCE
ISSUES AND VIOLATIONS OF FEDERAL, STATE AND LOCAL LAW OR REGULATION OR CINERGY
POLICY OF WHICH HE HAD KNOWLEDGE DURING THE TERM OF HIS EMPLOYMENT, IF ANY.
THE
EXECUTIVE REPRESENTS AND ACKNOWLEDGES THAT HE HAS NO FURTHER OR ADDITIONAL
KNOWLEDGE OR INFORMATION REGARDING COMPLIANCE ISSUES OR POSSIBLE VIOLATIONS OF
FEDERAL, STATE OR LOCAL LAW OR REGULATIONS OR CINERGY POLICY OTHER THAN WHAT THE
EXECUTIVE MAY HAVE PREVIOUSLY RAISED, IF ANY.
7.
CONSULTING ARRANGEMENT.
A.
THE EXECUTIVE AGREES TO SERVE AS A BUSINESS CONSULTANT TO CINERGY
FOR A PERIOD OF THREE (3) YEARS BEGINNING ON THE TERMINATION DATE (THE
"CONSULTING PERIOD").
THE CONSULTING SERVICES WILL BE PERFORMED AT REASONABLE
TIMES WHEN AND AS NEEDED, AS DETERMINED BY MUTUAL AGREEMENT BETWEEN CINERGY AND
THE EXECUTIVE.
B.
THE CONSULTING SERVICES TO BE PROVIDED BY THE EXECUTIVE DURING
THE CONSULTING PERIOD WILL CONSIST OF CONSULTATION WITH, AND ADVICE TO, THE
OFFICERS AND MANAGERIAL EMPLOYEES OF CINERGY, AS REQUESTED BY CINERGY, ON
MATTERS RELATING TO CINERGY'S BUSINESS AFFAIRS ABOUT WHICH THE EXECUTIVE HAS
KNOWLEDGE AND EXPERIENCE, AND SHALL INCLUDE BUT NOT BE LIMITED TO THE FOLLOWING.
i.
General strategic issues, including mergers and acquisitions.
ii.
Strategic environmental issues and regulatory relations,
including state and federal regulatory matters and Cinergy's policies relating
to new environmental regulations and laws, carbon compliance and coal
gasification.
iii.
Mentoring and executive development oversight.
C.
THE PARTIES ACKNOWLEDGE THAT THE EXECUTIVE (I) HAS UNIQUE AND
VALUABLE EXPERTISE RELATING TO CINERGY'S PROVISION OF BROADBAND OVER POWERLINE
SERVICES ("BPL SERVICES"), (II) IS CURRENTLY A MEMBER OF THE BOARD AND AUDIT
COMMITTEE OF CURRENT COMMUNICATIONS GROUP, LLC AND (III) IS CURRENTLY A MEMBER
OF THE BOARDS OF ACCESS BROADBAND, LLC AND CCB COMMUNICATIONS, LLC.
THE
EXECUTIVE AGREES THAT THE CONSULTING SERVICES THAT HE SHALL PROVIDE DURING THE
CONSULTING PERIOD MAY INCLUDE OVERSEEING CINERGY'S
3
DEPLOYMENT OF BPL SERVICES IN CINERGY'S SERVICE TERRITORY AND ELSEWHERE THROUGH
CINERGY'S INVESTMENT IN ACCESS BROADBAND, LLC AND CCB COMMUNICATIONS, LLC.
D.
THE PARTIES UNDERSTAND AND AGREE THAT ALL OF THE CONSULTING
SERVICES TO BE PROVIDED BY THE EXECUTIVE UNDER THIS AGREEMENT WILL BE PERFORMED
BY HIM AS AN INDEPENDENT CONTRACTOR AND NOT AS AN EMPLOYEE OF CINERGY.
THE
EXECUTIVE WILL NOT HAVE ANY AUTHORITY TO ACT AS AN AGENT