Amendment to the Amended and Restated Separation and Retirement Agreement and
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Waiver and Release of Liability
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Cinergy Corp. and Xxxxx X. Xxxxxx (the "Parties") entered into the Amended
and Restated Separation and Retirement Agreement and Waiver and Release of
Liability dated February 15, 2002 (the "Separation Agreement"). The Parties now
desire to amend the Separation Agreement through the adoption of this Amendment,
which is effective as of March 31, 2002, with the mutual exchange of promises as
consideration. Capitalized words and terms used throughout this Amendment that
are not defined elsewhere in this Amendment shall have the meaning given to them
in the Separation Agreement.
1. Recital A of the Separation Agreement shall be amended and restated to
read, in its entirety, as follows:
A. The Executive has elected to terminate voluntarily his employment with
Cinergy and retire effective May 31, 2002.
2. The date "March 31, 2002" in the first sentence of Recital B of the
Separation Agreement shall be replaced with "May 31, 2002".
3. The date "March 31, 2002" in Sections 0x, 0x, 0, 0x, 0x, 0x, 0x, 0x, 0x,
2i, 2j and 2k of the Separation Agreement shall be replaced with "May 31,
2002".
4. Section 2m of the Separation Agreement is amended and restated to read, in
its entirety, as follows:
m. 2002 Annual Incentive Plan. After May 31, 2002, provided the Executive
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timely executes and does not timely revoke the Waiver and Release, the
Executive will receive an AIP award for the 2002 performance period
equal to 5/12ths of the award that he would have received if he had
remained employed until the date of payment of the award, which award
will be paid based on a level three payout with respect to both
individual and corporate goals, which payment shall be reduced by
applicable withholding taxes and shall be payable in March, 2003.
5. The definition of the term "Termination Date" in Section 22k of the
Separation Agreement shall be amended and restated to read, in its
entirety, as follows:
k. Termination Date. "Termination Date" means May 31, 2002.
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of
the effective date set forth above.
CINERGY CORP. Xxxxx X. Xxxxxx
By:
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Xxxxxx X. Xxxxxxxxx Executive
By:
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Xxxxxxx X. Xxxxxxxx
