THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
This Third Amendment to Employment Agreement (the "Third Amendment") dated
effective May 1, 1998, is by and among Cinergy Corp., a Delaware corporation
("Cinergy"), Cinergy Services, Inc., a Delaware corporation ("Cinergy
Services"), The Cincinnati Gas & Electric Company, an Ohio corporation ("CG&E"),
PSI Energy, Inc., an Indiana corporation ("PSI"), and Xxxxx X. Xxxxxx (the
"Executive"). Cinergy, Cinergy Services, CG&E, and PSI will sometimes be
referred to in this Third Amendment collectively as the "Corporation".
WHEREAS, the Executive has been employed by the Corporation since October
5, 1967;
WHEREAS, the Executive has been employed by the Corporation pursuant to an
Employment Agreement dated effective as of October 24, 1994 (the "Employment
Agreement"), as amended by a First Amendment to Employment Agreement dated
effective as of October 24, 1994 (the "First Amendment") and a Second Amendment
to Employment Agreement dated effective as of January 29, 1997 (the "Second
Amendment");
WHEREAS, the parties desire to amend the retirement and relocation
provisions of the Employment Agreement;
NOW, THEREFORE, the parties have agreed to enter into this Third Amendment
which amends the Employment Agreement, as previously amended, as follows:
1. The substantive provisions of Section 3 (b) are deleted in their entirety
and replaced with the following:
"b. Retirement, Incentive, Welfare Benefit Plans and Other Benefits.
During the Employment Period and so long as the Executive is employed
by the Corporation, the Executive shall be eligible, and the
Corporation shall take
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such actions as may be necessary or required to cause the Executive to
become eligible, to participate in all short-term and long-term
incentive, stock option, restricted stock, savings, retirement and
welfare plans, practices, policies and programs applicable generally
to employees and/or other senior executives of the Corporation who are
considered Tier II executives for compensation purposes, including,
but not limited to, the Annual Incentive Plan, the 1996 Long-Term
Incentive Compensation Plan, the Executive Supplemental Life Insurance
Program, the Nonqualified Deferred Incentive Compensation Plan, the
Excess 401(k) Plan, the NonUnion Employees' 401(k) Plan, the Non-Union
Employees' Pension Plan and the Excess Benefit Plan, or any successors
thereto, except with respect to any plan, practice, policy or program
to which the Executive has waived his rights in writing.
With regard to the Executive's retirement benefits, the Executive
shall be entitled to a 'Contractual Retirement Supplement' (paid from
the Corporation's general assets) which extends to the Executive upon
retirement on or after age fifty-five (55) a non-qualified benefit
that, when added to the Executive's benefit under the Pension Plan and
the Excess Benefit Plan, or any successor thereto, will provide total
retirement income equivalent to a full career employee with equal
annual earnings. For purposes of the preceding sentence, a 'full
career employee' shall mean an employee with thirty-five (35) full
years of 'service' under the Pension Plan."
2. The substantive provisions of Section 3 (e) are deleted in their entirety
and replaced with the following:
"e. Relocation Benefits. The Executive shall be entitled to
reimbursement from the Corporation pursuant to the terms of the
Corporation's Relocation Program in
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effect as of the day and year first written above, as well as actual
expenses for temporary housing until such time as he has moved into a
new primary residence in the general area of the Corporation's
principal corporate office located in Cincinnati, Ohio. In addition,
following termination of the Executive's employment for any reason,
the Corporation shall reimburse the Executive for the reasonable costs
of relocating from the Cincinnati, Ohio, area to a new primary
residence in a manner that is consistent with the Corporation's
Relocation Program in effect as of May 1, 1998. The expenses described
in this Section shall be 'grossed-up' to provide for adverse tax
consequences to the Executive."
3. All other provisions of the Employment Agreement, First Amendment, and
Second Amendment remain unchanged by this Third Amendment.
IN WITNESS WHEREOF, the Executive and the Corporation have caused this
Third Amendment to Employment Agreement to be executed effective as of the day
and year first above written.
CINERGY CORP., CINERGY SERVICES, INC.,
THE CINCINNATI GAS & ELECTRIC COMPANY,
and PSI ENERGY, INC.
By: _________________________
Xxxxx X. Xxxxxx
Vice Chairman and
Chief Executive Officer
EXECUTIVE
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Xxxxx X. Xxxxxx
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