WILL NOT BE LIMITED TO, PROVIDING
INFORMATION, ATTENDING MEETINGS, ASSISTING WITH INTERROGATORIES, GIVING
DEPOSITIONS, AND MAKING COURT APPEARANCES. THE EXECUTIVE AGREES TO NOTIFY THE
GENERAL COUNSEL OF THE COMPANY PROMPTLY OF ANY REQUESTS FOR INFORMATION OR
TESTIMONY THAT THE EXECUTIVE RECEIVES IN CONNECTION WITH ANY LITIGATION OR
INVESTIGATION RELATING TO CINERGY'S BUSINESS. CINERGY AGREES TO REIMBURSE THE
EXECUTIVE FOR ANY MONIES NECESSARY TO DISCHARGE THE EXECUTIVE'S OBLIGATIONS
UNDER THIS SECTION AND FOR HIS TIME AND OUT-OF-POCKET EXPENSES IN MEETING THOSE
OBLIGATIONS.
10.
RETURN OF CORPORATE PROPERTY. EXCEPT AS OTHERWISE PROVIDED IN THIS
AGREEMENT, THE EXECUTIVE AGREES TO RETURN TO CINERGY ALL KEYS, IDENTIFICATION
BADGES, ELECTRONIC PASSES, CREDIT CARDS, COMPUTER PROGRAMS, AND OTHER PROPERTY
BELONGING TO CINERGY WHEN REQUESTED AND TO DO SO BY CINERGY'S REPRESENTATIVE.
6
11.
COMMUNICATIONS. WHILE THE EXECUTIVE IS EMPLOYED BY CINERGY AND
THEREAFTER, CINERGY WILL NOT MAKE ANY UNTRUE, DISPARAGING, DEFAMATORY, OR
DEROGATORY STATEMENTS ABOUT THE EXECUTIVE, AND THE EXECUTIVE WILL NOT MAKE ANY
UNTRUE, DISPARAGING, DEFAMATORY, OR DEROGATORY STATEMENTS ABOUT CINERGY.
12.
SEVERABILITY. IF ANY PORTION OF THIS AGREEMENT IS FOUND TO BE
UNENFORCEABLE FOR ANY REASON, THE PARTIES AGREE THAT THE REMAINING PORTIONS WILL
REMAIN IN EFFECT (TO THE EXTENT THE INVALIDITY OF THE PARTICULAR PORTION DOES
NOT SUBSTANTIALLY UNDERMINE THE PURPOSE OF THIS AGREEMENT).
13.
CONSULTATION WITH ATTORNEY ADVISED. THE EXECUTIVE IS ADVISED TO
CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS AGREEMENT. THE EXECUTIVE
ACKNOWLEDGES BEING GIVEN THAT ADVICE. THE EXECUTIVE REPRESENTS THAT HE HAS READ
AND FULLY UNDERSTANDS ALL OF THE PROVISIONS OF THIS AGREEMENT. THE EXECUTIVE
REPRESENTS THAT HE IS VOLUNTARILY SIGNING THIS AGREEMENT.
14.
CONFIDENTIALITY. THE EXECUTIVE COVENANTS AND AGREES TO KEEP
COMPLETELY CONFIDENTIAL AND NOT TO DISCLOSE THE EXISTENCE OR TERMS OF THIS
AGREEMENT EXCEPT TO EXECUTIVE'S SPOUSE, LEGAL COUNSEL, ACCOUNTANT, AND FINANCIAL
ADVISORS, UNLESS HE IS REQUIRED BY LAW OR ANY LAWFUL AUTHORITY TO DO SO. THE
EXECUTIVE WILL ADVISE THOSE TO WHOM PROPER DISCLOSURE IS MADE THAT THIS IS A
CONFIDENTIAL AGREEMENT, AND HE WILL INSTRUCT THEM THAT THEY ARE NOT TO DISCLOSE
THE EXISTENCE OR TERMS OF THIS AGREEMENT. IN ADDITION, THE EXECUTIVE COVENANTS
AND AGREES THAT ANY BREACH OF THIS CONFIDENTIALITY PROVISION WILL BE CONSIDERED
A BREACH OF THIS AGREEMENT.
15.
BINDING EFFECT OF AGREEMENT. THIS AGREEMENT WILL BE BINDING UPON
AND WILL OPERATE FOR THE BENEFIT OF, THE HEIRS, EXECUTORS, ADMINISTRATORS,
ASSIGNS, AND SUCCESSORS IN INTEREST OF THE EXECUTIVE AND CINERGY. CINERGY AGREES
THAT IN THE EVENT OF A SALE, MERGER, ACQUISITION, OR OTHER CHANGE IN STRUCTURE
(INCLUDING THE CESSATION OR RESTRUCTURING OF ANY PART OF CINERGY'S BUSINESS)
AND/OR OWNERSHIP, CINERGY WILL ENSURE THAT THE CONTRACT LANGUAGE PERTAINING TO
THE TRANSACTION CONFIRMS THE CONTINUING LIABILITY OF CINERGY (AND ITS ASSIGNS
AND SUCCESSORS IN INTEREST) TO THE EXECUTIVE UNDER THIS AGREEMENT.
THE
EXECUTIVE AGREES THAT CINERGY SERVICES, INC. (AND/OR ANY OF ITS AUTHORIZED
EMPLOYEES) IS AUTHORIZED TO ACT FOR CINERGY WITH RESPECT TO ALL ASPECTS
PERTAINING TO THE ADMINISTRATION AND INTERPRETATION OF THIS AGREEMENT.
16.
COMPLETE AGREEMENT. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN