EQUAL TO THE BENEFIT PROVIDED PURSUANT TO THIS
SECTION 2.N.
4
O.
SECTION 280G GROSS-UP.
IN THE EVENT THAT ANY BENEFITS PAID OR
PAYABLE TO THE EXECUTIVE OR FOR HIS BENEFIT PURSUANT TO THE TERMS OF THIS
AGREEMENT OR ANY OTHER PLAN OR ARRANGEMENT IN CONNECTION WITH, OR ARISING OUT
OF, HIS EMPLOYMENT WITH CINERGY OR A CHANGE IN OWNERSHIP OR EFFECTIVE CONTROL OF
CINERGY OR OF A SUBSTANTIAL PORTION OF ITS ASSETS WOULD BE SUBJECT TO AN EXCISE
TAX UNDER SECTION 4999 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THEN
THE EXECUTIVE WILL BE ENTITLED TO THE BENEFITS PROVIDED IN SECTION 5C. OF THE
EMPLOYMENT AGREEMENT.
3.
BASIS FOR ENTITLEMENT. THE EXECUTIVE ACKNOWLEDGES THAT HE WOULD
NOT BE ENTITLED TO CERTAIN OF THE BENEFITS DESCRIBED IN THIS AGREEMENT ABSENT
HIS ELECTION TO TERMINATE EMPLOYMENT VOLUNTARILY AND RETIRE VOLUNTARILY AND HIS
EXECUTION OF THIS AGREEMENT AND THE WAIVER AND RELEASE.
4.
ADEQUATE CONSIDERATION. THE EXECUTIVE AGREES THAT THIS AGREEMENT
PROVIDES GOOD, VALUABLE, AND SUFFICIENT CONSIDERATION FOR THE OBLIGATIONS HE
ASSUMES IN SECTIONS 5 THROUGH 11 AND SECTION 14 AND THE WAIVER AND RELEASE.
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.
NONDISCLOSURE OF CONFIDENTIAL INFORMATION. THE EXECUTIVE WILL NOT
AT ANY TIME, DIRECTLY OR INDIRECTLY, USE ANY TRADE SECRETS OR CONFIDENTIAL
INFORMATION OF CINERGY FOR HIS BENEFIT OR THE BENEFIT OF ANY OTHER PERSON OR,
DIRECTLY OR INDIRECTLY, DISCLOSE ANY TRADE SECRETS OR CONFIDENTIAL INFORMATION
OF CINERGY TO ANY OTHER PERSON, UNLESS HE IS REQUIRED BY LAW OR ANY LAWFUL
AUTHORITY TO DO SO. FOR PURPOSES OF THIS SECTION, "CONFIDENTIAL INFORMATION OF
CINERGY" MEANS ALL SECRET, PROPRIETARY INFORMATION, KNOWLEDGE, OR DATA RELATING
TO CINERGY AND ITS BUSINESSES THAT HAVE BEEN OBTAINED BY THE EXECUTIVE DURING
THE EXECUTIVE'S EMPLOYMENT BY CINERGY THAT HAVE NOT BEEN NOW OR SUBSEQUENTLY
BECOME PUBLIC KNOWLEDGE (OTHER THAN BY ACTS OF THE EXECUTIVE OR REPRESENTATIVES
OF THE EXECUTIVE IN VIOLATION OF THIS AGREEMENT).
7.
CONSULTING ARRANGEMENT. 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 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. THE CONSULTING
SERVICES WILL BE PERFORMED AT REASONABLE TIMES WHEN AND AS NEEDED, AS DETERMINED
BY MUTUAL AGREEMENT BETWEEN CINERGY AND THE EXECUTIVE. 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 OR REPRESENTATIVE OF