AGREEMENT
This Agreement is made and entered into as of the _____ day of
____________, 1996, by and among PSI Energy, Inc. ("PSI"), an
Indiana corporation, Cinergy Corp., a Delaware corporation,
individually and on behalf of its subsidiaries (the "Company"),
and Xxxx X. Xxxx (the "Executive").
WHEREAS, as of October 4, 1993, the Executive entered into an
Employment Agreement with PSI Resources, Inc., an Indiana
corporation, and PSI (the "Employment Agreement"); and
WHEREAS, the Company and PSI, pursuant to the terms of the
Employment Agreement, have assumed and agreed to perform the
obligations of the parties to the Employment Agreement other than
the Executive; and
WHEREAS, the Company and the Executive desire to amend and
clarify certain provisions of the Employment Agreement;
NOW, THEREFORE, in consideration of the mutual premises,
covenants and agreements set forth below, it is hereby agreed as
follows:
1. The parties agree that Section 2 (a) of the Employment
Agreement is hereby amended to reflect that during the remaining
term of the Employment Agreement the Executive shall hold the
titles of President of PSI Energy, Inc. and Vice President of
Cinergy Corp., and that he shall have such authority, duties and
responsibilities as may be mutually agreed upon, from time to
time, by Executive and Xxxxx X. Xxxxxx, Vice Chairman and Chief
Executive Officer of the Company.
2. The parties agree that Section 4 (d) of the Employment
Agreement is hereby amended to reflect that the Executive must
give the Company at least two (2) months advance written notice
to terminate the Employment Agreement for Good Reason.
3. The parties agree that Executive, at any time during the
remaining term of the Employment Agreement, has the right to
terminate the Employment Agreement for Good Reason, to deliver a
Notice of Termination, and to receive the benefits provided for
in Section 5(a)(i) and (ii).
4. Provided that Executive gives proper and timely Notice of
Termination of the Employment Agreement for Good Reason, the
Company and PSI hereby waive any right to object to the
Executive's decision during the remaining term of the Employment
Agreement to terminate his employment for Good Reason, deliver a
Notice of Termination to the Company or PSI relating to such
termination, and to receive the benefits provided for in Sections
5(a)(i) and (ii) on the grounds that Executive consented to the
material reduction of his title, authority, duties, or
responsibilities as specified in Section 2(a) or to any material
breach of the Employment Agreement by the Company, or waived his
right to exercise such rights and receive the benefits to which
he would thereby be entitled, or on grounds of laches, or for any
other reason related to Executive's decision at this time not to
deliver a Notice of Termination or terminate his employment for
Good Reason.
5. Pursuant to Section 5(c) of the Employment Agreement, PSI and
the Company agree to pay all of Executive's legal fees and
expenses incurred by the Executive in connection with this
Agreement, which fees shall not exceed $10,000.
6. The parties agree that in computing benefits payable pursuant
to Section 5(a)(ii) of the Employment Agreement, in addition to
all other benefits provided for in such section, at the time of
his termination of his employment for Good Reason, (i) the
Executive would be entitled to receive from the Company the
difference between the fair market value of all shares of Cinergy
Corp. common stock subject to stock options held by him which are
not fully vested at the time of Executive's termination of
employment and the aggregate exercise price of such options,
assuming they are 100% vested, and that for such purposes, the
"fair market value" shall mean the average of the high and low
sales prices of a share of Cinergy Corp. common stock as reported
by the "NYSE - Composite Transactions" in The Wall Street Journal
on the date of the Executive's termination of employment or the
preceding trading day, if that date is not a trading day, and
(ii) the Executive would be entitled to receive the present value
of any Performance Share Awards held by him on the date of
termination of his employment, based on the assumptions that the
Committee had made a determination to vest them as permitted by
Section 10.3(b) of the Performance Shares Plan and that the
Executive continued to work until the last day of the applicable
Performance Period for Performance Share Awards held by him
(adjusted to reflect, on a pro rata basis, the percentage of
service during the applicable Performance Period represented by
five years of service through October 4, 1998).
IN WITNESS WHEREOF, the Executive and PSI and the Company have
caused this Agreement to be executed as of the day and year first
written above.
CINERGY CORP., on behalf of itself and all of its
subsidiaries, including PSI ENERGY, INC.
By: XXXXX X. XXXXXX
Xxxxx X. Xxxxxx, Vice Chairman and
Chief Executive Officer
XXXX X. XXXX
Xxxx X. Xxxx
