TO THIS AGREEMENT.
NOTHING IN THIS
AGREEMENT WILL PROHIBIT THE EXECUTIVE FROM SEEKING OR ACCEPTING OTHER
EMPLOYMENT, ENGAGING IN ANY OTHER CONSULTING SERVICES, OR PARTICIPATING IN ANY
OTHER ENDEAVOR FOR PROFIT, AS HE/SHE DEEMS APPROPRIATE; PROVIDED, HOWEVER, THAT
IN SO DOING, HE/SHE DOES NOT BREACH ANY OF HIS/HER OTHER OBLIGATIONS UNDER THIS
AGREEMENT; FURTHER, PROVIDED, HOWEVER, THAT IN THE EVENT THE EXECUTIVE BECOMES
EMPLOYED BY ANOTHER EMPLOYER PRIOR TO THE EXPIRATION OF THE CONSULTING PERIOD,
DUKE, IN ITS SOLE DISCRETION, MAY TERMINATE THIS AGREEMENT.
2.
NONDISCLOSURE OF CONFIDENTIAL
INFORMATION.
THE EXECUTIVE ACKNOWLEDGES THAT THE INFORMATION, OBSERVATIONS AND
DATA OBTAINED BY HIM/HER DURING THE CONSULTING PERIOD CONCERNING THE BUSINESS OR
AFFAIRS OF DUKE OR ANY PREDECESSOR THEREOF (UNLESS AND EXCEPT TO THE EXTENT THE
FOREGOING BECOME GENERALLY KNOWN TO AND AVAILABLE FOR USE BY THE PUBLIC OTHER
THAN AS A RESULT OF THE EXECUTIVE'S ACTS OR OMISSIONS TO ACT) (HEREINAFTER
DEFINED AS "CONFIDENTIAL INFORMATION") ARE THE PROPERTY OF DUKE AND HE/SHE IS
REQUIRED TO HOLD IN A FIDUCIARY CAPACITY ALL CONFIDENTIAL INFORMATION OBTAINED
BY HIM/HER DURING THE CONSULTING PERIOD FOR THE BENEFIT OF DUKE.
THE
EXECUTIVE'S OBLIGATIONS UNDER THIS AGREEMENT ARE IN ADDITION TO, AND NOT IN
LIMITATION OF OR PREEMPTION OF, ALL OTHER OBLIGATIONS OF CONFIDENTIALITY WHICH
THE EXECUTIVE MAY HAVE TO DUKE OR ITS PREDECESSORS UNDER GENERAL LEGAL OR
EQUITABLE PRINCIPLES, AND FEDERAL, STATE OR LOCAL LAW.
3.
GOVERNING LAW.
THIS AGREEMENT SHALL BE
INTERPRETED, ENFORCED AND GOVERNED UNDER THE LAWS OF THE STATE OF OHIO, WITHOUT
REGARD TO ANY APPLICABLE STATE'S CHOICE OF LAW PROVISIONS.
4.
EFFECTIVE DATE.
THE PARTIES
ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT SHALL NOT BECOME EFFECTIVE UNLESS AND
UNTIL IT IS APPROVED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF
CINERGY CORP.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THIS
AGREEMENT SHALL BE NULL AND VOID AND OF NO FORCE OR EFFECT IN THE EVENT THE
EXECUTIVE DOES NOT EXECUTE ANY WAIVER AND RELEASE THE EXECUTIVE MAY BE REQUIRED
TO EXECUTE (A) IN CONNECTION WITH THE AGREEMENT BY AND BETWEEN EXECUTIVE AND
CINERGY DATED DECEMBER 27, 2005 REGARDING THE ACCELERATION OF CERTAIN PAYMENTS,
AND/OR (B) IN ORDER TO RECEIVE SEVERANCE BENEFITS UNDER THE EMPLOYMENT AGREEMENT
BY AND BETWEEN THE EXECUTIVE AND CINERGY DATED SEPTEMBER 12, 2002, AS AMENDED.
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IN WITNESS WHEREOF, THE PARTIES HAVE CAUSED THIS AGREEMENT TO BE EXECUTED,
EFFECTIVE AS OF THE DATE FIRST WRITTEN ABOVE.
CINERGY
EXECUTIVE
By:
James E. Rogers
Michael J. Cyrus
Chief Executive Officer of Cinergy
Corp. and Cinergy Services, Inc.
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