EXHIBIT (10)(m)
1
EXHIBIT (10)(m)
CMS DEFERRED SALARY SAVINGS PLAN
The objective of the CMS Deferred Salary Savings Plan (Plan) is to in some
measure replace benefits which have been taken away by the discriminary
requirements applicable to qualified savings plans, which prevent benefits
with respect to salaries greater than $150,000 (as adjusted by an amount
determined by the Secretary of the Treasury).
This Plan was originally effective on December 1, 1989 and included
amendments through January 1, 1994, and is applicable to all Employees of
the Company who are eligible in accordance with its provisions.
SECTION 1. DEFINITIONS
1.1 Definitions. Whenever used in this Plan, the following terms shall
have the respective meanings set forth below, unless the context indicates
otherwise:
"Company" CMS Energy Corporation and its subsidiaries which
are directly or indirectly wholly-owned.
"Compensation" A Participant's regular salary from an Employer,
before any adjustment for Deferrals under this
Plan or any other deferred compensation plan of
the Company, Elective Employer Contributions under
the Employees' Savings and Incentive Plan of
Consumers Power Company, or deductions for taxes,
Social Security, etc., which, as so defined, shall
continue to be used by the Company in the
administration of salary and related benefit
programs where applicable.
"Compensation Rate" The amount of a Participant's Compensation per pay
period.
"Deferrals" Moneys deferred by a Participant pursuant to
Section 4.
"Employee" Any person, employed by CMS Energy Corporation or
any of its subsidiaries which are directly or
indirectly wholly-owned, whose annualized
Compensation Rate exceeds the Threshold Limit.
"Employer Matching Money or property added to the Participant's
Amounts" account as provided in Section 4.3.
"Fiscal Year" A period commencing on January 1 of any year and
ending on December 31, of such year.
"Former Participant" A Participant who has died, has reached his
Retirement Date, has had his employment with an
Employer terminated on account of a Disability, or
otherwise has terminated his employment with an
Employer, or who, because of change in the
Threshold Limit, or change in employment status or
salary with an Employer, is no longer eligible as
an Employee under the Plan.
"Inactive Participant" A Participant who is not currently making
Deferrals under the Plan.
"Member" A Participant, Inactive Participant, or Former
Participant.
"Participant" Any Employee who meets the eligibility
requirements of the Plan, who elects to enroll
under the Plan, and for whom Deferrals are
currently being made under the Plan.
"Retirement Date" The Valuation Date immediately preceding the date
a Member actually retires from employment on his
Normal, Early or Deferred Retirement Date as set
forth below:
(a) Normal Retirement Date. The first day of
the month after the month in which the
Employee reaches "Retirement Age" as
defined in Section 216(1) of the Social
Security Act, as amended and in effect on
June 1, 1989.
(b) Early Retirement Date. The date, which
shall be the first day of a month, on which
an Employee retires at his election on or
after the date which is 120 months
preceding Normal Retirement Date.
(c) Deferred Retirement Date. The date, which
shall be the first day of a month, or
retirement after Normal Retirement Date.
"Threshold Limit" $150,000 per year (or such other cost-of-living
adjusted amount as determined by the Secretary of
the Treasury) above which annual compensation is
disregarded for qualified plans.
"Threshold Rate" The Threshold Limit divided by the number of
regular pay periods for the Participant in a
calendar year.
"Valuation Date" The last business day or any other business day of
each calendar month designated by the Company.
1.2 Gender. Any masculine terminology used herein shall also include the
feminine.
SECTION 2. ELIGIBILITY
2.1 Eligibility. Each Employee is eligible to become a Participant on
date of employment. If a Former Participant is re-employed by an Employer
as an Employee, he shall be eligible to become a Participant on the first
pay date next following the date of such re-employment.
SECTION 3. ENROLLMENT
3.1 Enrollment. An Employee eligible to become a Participant may enroll
under the Plan by making an application in writing on a form supplied by
his Employer and, upon receipt by the Plan administrators, such enrollment
shall become effective on a pay date following the date he is eligible to
become a Participant.
3.2 Acceptance of Plan by Participant. The filing of an application for
enrollment with the Plan administrators under the Plan shall constitute an
acceptance of the terms and provisions of the Plan.
SECTION 4. DEFERRALS & PAYMENTS
4.1 Deferrals. Each Participant may elect, on a form provided by his
Employer, to defer each pay period, a portion of his Compensation which is
not less than one percent (1%) nor more than six percent (6%) of the
amount by which his Compensation Rate exceeds the Threshold Rate. Also,
each Participant, when his Compensation exceeds the Threshold Limit, may
elect, on a form provided by his Employer, to defer a portion of his
Compensation up to the amount which will bring the percentage of his total
Deferral under the Plan for the Fiscal Year-to-date to not more than six
percent (6%) of the amount by which his Compensation for the Fiscal Year-
to-date exceeds the Threshold Limit. The amounts deferred will be
deferred in accordance with this Section 4.
4.2 Designation of Investment Treatment. At the time of designation of a
Deferral under the Plan, each Participant shall specify the proportions of
his Deferral to be treated by the Company as if invested in one or more
investment funds of the Employees' Savings and Incentive Plan of Consumers
Power Company for the purpose of determining the value of the Deferral.
Changes in the allocation of a Participant's future Deferrals among these
options may be effected at any time by giving his Employer advance notice
in writing of each such change. All or a part of a Member's past
Deferrals, which are in a Member's account on a Valuation Date, may be
reallocated to be treated as if invested in other investment funds on a
Valuation Date by giving the Company advance notice in writing of such
change and reallocation will be accomplished in the same manner as if the
amounts were invested in the Consumers Power company's Employees' Savings
and Incentive Plan. A Member may not select a Valuation Date which
precedes the date of such request for a change in allocation of such
Deferrals. A Member may not reallocate any past Deferrals in his account
more often than once in any calendar quarter.
4.3 Employer Matching Amounts. Each month the Company shall add an
amount to the Participant's Deferral for the month, which is equal to
fifty percent (50%) of the amount deferred by the Participant that month.
This Employer Matching Amount will be treated as if it were invested in
Fund C of the Employees' Savings and Incentive Plan of Consumers Power
Company for the purpose of determining the future value of the Deferrals,
and the payment option elected by the Participant for the amount deferred
by the Participant will also govern the payment to the Participant of
Employer Matching Amounts, except that no such payment may be made prior
to the January following the Participant's retirement or termination of
employment.
4.4 Inactive Participants. Each Participant whose Deferrals have been
discontinued in accordance with the provisions of this Section 4 shall
thereupon become an Inactive Participant.
4.5 Changes in Employment Status. If a Member's employment status with
an Employer is changed so that he is no longer eligible as an Employee
under the Plan, he shall be a Former Participant and, as such, he may not
make or have made by his Employer any Deferrals under the Plan. However,
his account shall continue to be treated as if invested in the Consumers
Power Company's Employees' Savings and Incentive Plan. If such Former
Participant's employment status is again changed so that he is eligible as
an Employee under the Plan, he may resume participation as of a pay date
following the date of such later change in employment status.
4.6 Payment Election. At the time of designation of a Deferral under the
Plan, each Participant shall irrevocably elect one of the following cash
payment schedules:
a. Payment on or before January 20 of the January following
retirement under a pension plan applicable to Company
Employees or termination of employment.
b. Payment in five annual installments payable on or before
January 20, of five successive years beginning with the
January following retirement under a pension plan
applicable to Company Employees or termination of
employment. The first payment will be for on-fifth (1/5)
of the January 1 balance for that year; the second payment
shall be for one-fourth (1/4) of the January 1 balance for
that year; the third payment shall be for one-third (1/3)
of the January 1 balance for that year; the fourth payment
shall be for one-half (1/2) of the January 1 balance for
that year; and the fifth payment shall be for the remaining
balance.
c. Payment in ten annual installments payable on or before
January 20, of ten successive years beginning with the
January following retirement under a pension plan
applicable to Company Employees or termination of
employment. The first payment will be for on-tenth (1/10)
of the January 1 balance for that year; the second payment
shall be for one-ninth (1/9) of the January 1 balance for
that year; the third payment shall be for one-eighth (1/8)
of the January 1 balance for that year; the fourth payment
shall be for one-seventh (1/7) of the January 1 balance for
that year; the fifth payment shall be for one-sixth (1/6)
of the January 1 balance for that year; the sixth payment
shall be for one-fifth (1/5) of the January 1 balance for
that year; the seventh payment shall be for one-fourth
(1/4) of the January 1 balance for that year; the eighth
payment shall be for one-third (1/3) of the January 1
balance for that year; the ninth payment shall be for one-
half (1/2) of the January 1 balance for that year; and the
tenth payment shall be for the remaining balance.
A Participant shall have no right to modify the schedule for cash payments
under this Plan, as specified in his election pursuant to this subsection.
However, upon a written request, the Plan administrators, in their sole
discretion, may, after discussion with a Participant, coincident with or
following his retirement or other termination of employment, change the
time for payment of any one or more amounts remaining unpaid. The
discussion with a Participant is for the purpose of assuring the Plan
administrators of accurate current information for use in making their
independent decision as to whether to change the time of payments. In
making their independent decision, the Plan administrators may take into
account any financial hardship of the Participant, the health or
disability of the Participant, and/or any other factors they consider
relevant. The final decision of the Plan administrators shall be in their
sole discretion and shall be final, binding and conclusive.
4.7 General Fund. Amounts deferred under this Plan will be satisfied
from general funds which are subject to the claims of creditors. The
Company may establish a fund, as part of the general assets of the
Company, to provide for the payments required under this Supplemental
Plan.
4.8 Amendment, Modification or Termination of the Plan. This Plan maybe
amended, modified or terminated at any time by action of the Board of
Directors of the Company.
4.9 Payment on Death. Upon the death of a Member, at any time prior to
receipt of the entire balance of his account under the Plan, there shall
be paid to the beneficiary or beneficiaries designated by the Member in a
lump sum, in cash, the entire value of his account as of the Valuation
Date next succeeding or coincident with his date of death.
SECTION 5. MEMBER ACCOUNTS
5.1 Accounts and Records. The accounts and records of the Plan shall be
maintained by the company and will disclose the status of the accounts of
members. The Company will furnish each Member having an account balance,
a report not less frequently than each three months, a statement setting
for the Member's account balance under the Plan, showing the value of
amounts deferred by both valuation treatment and payment options. Such
statement will be deemed to have been accepted as correct unless written
notice of specific objections thereto is received by the Company within
thirty (30) days after mailing to the Member, or date furnished if not
mailed.
SECTION 6. BENEFICIARY DESIGNATION
6.1 Beneficiary Designation. The designation, if any, by an Employee of
a beneficiary or beneficiaries under the Employees' Savings and Incentive
Plan of Consumers Power Company will be effective as the same beneficiary
or beneficiaries under the same conditions set forth in that Plan, under
this CMS Deferred Salary Savings Plan.
IN WITNESS WHEREOF, this Plan is executed as of January 1, 1994.
CMS ENERGY CORPORATION
By: William T. McCormick, Jr.
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Chairman of the Board
ATTEST:
Thomas A. McNish
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Secretary