TERMINATION.
THE LUMP SUM PRESENT VALUE, ASSUMING COMMENCEMENT AT AGE 50 OR THE EXECUTIVE'S
AGE AS OF THE DATE OF TERMINATION IF LATER, WILL BE DETERMINED USING THE
INTEREST RATE APPLICABLE TO LUMP SUM PAYMENTS IN THE CINERGY CORP. NON-UNION
EMPLOYEES' PENSION PLAN OR ANY SUCCESSOR TO THAT PLAN FOR THE PLAN YEAR THAT
INCLUDES THE DATE OF TERMINATION. TO THE EXTENT NO SUCH INTEREST RATE IS
PROVIDED THEREIN, THE ANNUAL INTEREST RATE APPLICABLE UNDER SECTION 417(E)(3) OF
THE CODE, OR ANY SUCCESSOR PROVISION THERETO, FOR THE SECOND FULL CALENDAR MONTH
PRECEDING THE FIRST DAY OF THE CALENDAR YEAR THAT INCLUDES THE DATE OF
TERMINATION WILL BE USED. THIS LUMP SUM WILL BE PAID WITHIN THIRTY (30) DAYS OF
THE EXPIRATION OF THE REVOCATION PERIOD CONTAINED IN THE WAIVER AND RELEASE.
(3)
THE EXECUTIVE SHALL BE FULLY VESTED IN HIS
ACCRUED BENEFITS AS OF THE DATE OF TERMINATION UNDER THE EXECUTIVE RETIREMENT
PLANS, AND HIS AGGREGATE ACCRUED BENEFITS THEREUNDER AND UNDER SECTION 3B(II) OF
THIS AGREEMENT WILL BE CALCULATED, AND HE WILL BE TREATED FOR ALL PURPOSES, AS
IF HE WAS CREDITED WITH THREE (3) ADDITIONAL YEARS OF AGE AND SERVICE AS OF THE
DATE OF TERMINATION, PROVIDED, HOWEVER, THAT TO THE EXTENT A CALCULATION IS MADE
REGARDING THE ACTUARIAL EQUIVALENT AMOUNT OF ANY ALTERNATE FORM OF BENEFIT, THE
EXECUTIVE WILL NOT BE CREDITED WITH THREE ADDITIONAL YEARS OF AGE FOR PURPOSES
OF SUCH CALCULATION.
HOWEVER, CINERGY WILL NOT COMMENCE PAYMENT OF SUCH
BENEFITS PRIOR TO THE DATE THAT THE EXECUTIVE HAS ATTAINED, OR IS TREATED (AFTER
TAKING INTO ACCOUNT THE PRECEDING SENTENCE) AS IF HE HAD ATTAINED, AGE 50.
(4)
FOR A THIRTY-SIX (36) MONTH PERIOD AFTER
THE DATE OF TERMINATION, CINERGY WILL ARRANGE TO PROVIDE TO THE EXECUTIVE AND/OR
THE EXECUTIVE'S DEPENDENTS LIFE, DISABILITY, ACCIDENT, AND HEALTH INSURANCE
BENEFITS SUBSTANTIALLY SIMILAR TO THOSE THAT THE EXECUTIVE AND/OR THE
EXECUTIVE'S DEPENDENTS ARE RECEIVING IMMEDIATELY PRIOR TO THE NOTICE OF
TERMINATION AT A SUBSTANTIALLY SIMILAR COST TO THE EXECUTIVE (WITHOUT GIVING
EFFECT TO ANY REDUCTION IN THOSE BENEFITS SUBSEQUENT TO A CHANGE IN CONTROL THAT
CONSTITUTES GOOD REASON),
14
EXCEPT FOR ANY BENEFITS THAT WERE WAIVED BY THE EXECUTIVE IN WRITING.
IF
CINERGY ARRANGES TO PROVIDE THE EXECUTIVE AND/OR THE EXECUTIVE'S DEPENDENTS WITH
LIFE, DISABILITY, ACCIDENT, AND HEALTH INSURANCE BENEFITS, THOSE BENEFITS WILL
BE REDUCED TO THE EXTENT COMPARABLE BENEFITS ARE ACTUALLY RECEIVED BY OR MADE
AVAILABLE TO THE EXECUTIVE AND/OR THE EXECUTIVE'S DEPENDENTS DURING THE
THIRTY-SIX (36) MONTH PERIOD FOLLOWING THE EXECUTIVE'S DATE OF TERMINATION.
THE
EXECUTIVE MUST REPORT TO CINERGY ANY SUCH BENEFITS THAT HE OR HIS DEPENDENTS
ACTUALLY RECEIVES OR THAT ARE MADE AVAILABLE TO HIM OR HIS DEPENDENTS.
IN LIEU
OF THE BENEFITS DESCRIBED IN THE PRECEDING SENTENCES, CINERGY, IN ITS SOLE
DISCRETION, MAY ELECT TO PAY TO THE EXECUTIVE A LUMP SUM CASH PAYMENT EQUAL TO
THIRTY-SIX (36) TIMES THE MONTHLY PREMIUMS (OR IN THE CASE OF A SELF FUNDED
PLAN, THE COST OF COBRA CONTINUATION COVERAGE) THAT WOULD HAVE BEEN PAID BY
CINERGY