THE EXECUTIVE AGREES TO REPORT ANY AMOUNTS PAID OR BENEFITS
PROVIDED UNDER THIS AGREEMENT FOR PURPOSES OF FEDERAL, STATE AND LOCAL INCOME,
EMPLOYMENT AND EXCISE TAXES IN A MANNER CONSISTENT WITH THE MANNER IN WHICH
CINERGY REPORTS ANY SUCH AMOUNTS OR BENEFITS FOR PURPOSES OF FEDERAL, STATE AND
LOCAL INCOME, EMPLOYMENT AND EXCISE TAXES AND THE EXECUTIVE SHALL COOPERATE WITH
CINERGY IN GOOD FAITH IN CONNECTION WITH ANY VALUATION OF THE RESTRICTIONS AND
OBLIGATIONS UNDER THIS AGREEMENT.
15.
SEVERABILITY.
THE PARTIES AGREE THAT EACH
AND EVERY PARAGRAPH, SENTENCE, CLAUSE, TERM AND PROVISION OF THIS AGREEMENT IS
SEVERABLE AND THAT, IF ANY PORTION OF THIS AGREEMENT SHOULD BE DEEMED NOT
ENFORCEABLE FOR ANY REASON, SUCH PORTION SHALL BE STRICKEN AND THE REMAINING
PORTION OR PORTIONS THEREOF SHOULD CONTINUE TO BE ENFORCED TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW.
16.
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.
17.
BINDING EFFECT OF AGREEMENT.
SUBJECT TO
SECTION 22 OF THIS AGREEMENT, THIS AGREEMENT, ONCE SIGNED BY EACH OF THE
EXECUTIVE AND THE CHIEF EXECUTIVE OFFICER OF CINERGY CORP., 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 THIS AGREEMENT.
18.
COMPLETE AGREEMENT.
EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED IN THIS AGREEMENT, THE TERMS OF THIS AGREEMENT CONSTITUTE THE
ENTIRE AGREEMENT BETWEEN THE PARTIES AND SUPERSEDE ALL PREVIOUS COMMUNICATIONS,
REPRESENTATIONS, AND AGREEMENTS, ORAL OR WRITTEN, BETWEEN THE PARTIES WITH
RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT.
NO AGREEMENT OR UNDERSTANDING
MODIFYING THIS AGREEMENT WILL BE BINDING ON EITHER PARTY UNLESS IT IS IN WRITING
AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE PARTY SOUGHT TO BE BOUND.
IF
ANY PART OF THIS
7
AGREEMENT IS ADJUDGED BY A COURT OF COMPETENT JURISDICTION (OR THE ARBITRATOR(S)
PURSUANT TO SECTION 19) TO BE CONTRARY TO LAW, THEN THIS AGREEMENT WILL, IN ALL
OTHER RESPECTS, REMAIN EFFECTIVE AND BINDING TO THE FULL EXTENT PERMITTED BY
LAW.
19.
ARBITRATION.
a.
Any dispute between the parties under
this Agreement, the breach thereof, the Executive's employment with Cinergy, or
the termination thereof, shall be resolved (except as provided below) through
informal arbitration by an arbitrator selected under the rules of the American
Arbitration