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EXHIBIT 10-35
DTE ENERGY COMPANY
EXECUTIVE INCENTIVE PLAN
February 23, 2000
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EXECUTIVE INCENTIVE PLAN
OVERVIEW
The Executive Incentive Plan ("Plan") rewards eligible members of DTE Energy
Company and its Affiliates ("Company") management for the accomplishment of
financial and strategic objectives that improve DTE Energy Company's ("DTE")
operating results and positions DTE for long term profitability.
The Plan measures calendar year performance. The current year's targets,
measures and weights will be communicated annually following approval. For
purposes of the Plan, "Affiliate" means any entity in which DTE owns directly or
indirectly (beneficially or otherwise), 50% or more of the voting securities.
ADMINISTRATION
The Organization and Compensation Committee ("Committee") of DTE's Board of
Directors ("Board of Directors") is Plan Administrator with responsibility for
the administration of the Plan. The Committee has the authority to interpret the
provisions of the Plan and prescribe any regulations relating to its
administration. The decisions of the Committee with respect to the
administration of the Plan made prior to the occurrence of a Change in Control,
as defined herein, shall be conclusive.
The Committee, on an annual basis, will review and, if appropriate, recommend to
the Board of Directors for approval, the specific criteria for eligibility, the
type and timing of awards and the manner of payment of awards, the performance
measures and related weights to be used in computing award amounts and amounts
in the Performance Fund, as defined herein, and the performance levels for each
performance measure. The Board of Directors reserves the right to amend, suspend
or terminate the Plan at any time (See "Awards"); provided, however, that on or
after the occurrence of a Change in Control, as defined herein, no amendment,
suspension or termination of the Plan may be made that adversely affects the
rights of any person without his or her prior written consent.
Current awards calculated under the terms of the Plan are not payable until such
time as the Board of Directors' approval has been granted; provided, however,
that notwithstanding the foregoing or any other provision of the Plan, after a
Change in Control, as defined herein, such approval is not required with respect
to awards thereafter payable in respect of any Plan year ending prior to the
occurrence of the Change in Control. The Board of Directors reserves the right
to reduce or cancel any awards that might otherwise be made if, in its sole
discretion, it determines that the performance achieved is not indicative of an
improvement in DTE's overall performance. If such a determination is made, the
Plan may be canceled or substantially modified with the result of terminating or
decreasing any awards that might otherwise be made hereunder. Notwithstanding
the foregoing or any other provision of the Plan, no award in respect of a Plan
year ending prior to
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the occurrence of a Change in Control, as defined herein, may be reduced or
canceled, nor may the Plan be so canceled or substantially modified, following
the occurrence of a Change in Control.
The Treasurer will be responsible for making award payments, for establishing
and maintaining the deferred accounts for award recipients, and for maintaining
all necessary records regarding the valuation and payment of awards.
The Vice President-Human Resources will assist the Committee in the development,
administration and communication of the Plan.
ELIGIBILITY
Any key employee of DTE Energy or an Affiliate may be designated by the
Committee to become a participant in the Plan. For employees below the level of
Vice President, the CEO of DTE may designate those eligible to become a
participant in the Plan. Participants' performance must be considered at least
satisfactory or equivalent for the applicable calendar year to be eligible to
receive an award under the Plan.
Exceptions to the eligibility criteria may be authorized by the Board of
Directors or the Committee.
Participation in the Plan does not guarantee continued employment with the
Company.
PLAN YEAR
The Plan year will be a calendar year.
AWARD OPPORTUNITY
Awards, if any, will be payable from a fund ("Performance Fund") established by
multiplying the base salary (including applicable amounts deferred under
Company-sponsored benefit plans) of each otherwise eligible participant as of
the last day of the payroll year by a target percent of salary by position and
then by a percent based upon the achievement of specific performance measures
and combining such individual amounts into one collective fund.
PERFORMANCE MEASURES, LEVELS AND WEIGHTS
The target percentages, measures of performance and weights applicable to each
Plan year will be communicated annually to all eligible employees.
AWARDS
Award amounts will be payable from the Performance Fund and will be granted, in
the sole discretion of the Board of Directors, to otherwise eligible
participants, in such amounts, if any, as are determined to be appropriate by
the Board of Directors.
Awards under the Plan are not considered basic compensation for purposes of the
Company's
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qualified and non-qualified savings plans, the Company's qualified and
non-qualified retirement plans, insurance or any other Company-sponsored
qualified or non-qualified employee benefit programs.
AWARD PAYMENT
Annual awards, if any, will be paid as soon as practicable following approval by
the Board of Directors.
DEFERRED AWARD ACCOUNTS
There will be no deferrals under the Plan for periods after December 31, 1999.
Amounts previously deferred under the Plan shall continue to be held and
distributed in accordance with the provisions of the Plan in effect prior to
February 23, 2000.
FORFEITURE
Otherwise eligible participants who are discharged or resign from the Company
and its Affiliates prior to the end of the Plan Year (December 31) will forfeit
an annual award unless the termination is the result of disability (where
disability is defined as being eligible to receive a benefit under a long-term
disability plan of the Company or an Affiliate), death or retirement (where
retirement is defined as a resignation at age 55 or older and with at least 10
years of service with the Company and its Affiliates or at age 65 or older).
Deferred Accounts are not subject to forfeiture.
FUNDING STATUS
Benefits under the Plan, including any Deferred Accounts, are payable solely
from the general assets of the Company and shall remain unfunded and unsecured
(under federal income tax laws and Title I of the Employee Retirement Income
Security Act of 1974, as amended) during the entire period of the Plan's
existence. The participant, the participant's spouse or beneficiary are merely
general creditors of the Company and the obligations of the Company hereunder
are purely contractual and shall not be funded or secured in any way. Nothing
herein, however, shall preclude the Company from segregating assets which are
intended to be a source of payment of benefits under the Plan.
NON-ALIENABILITY AND NON-TRANSFERABILITY
The right of a participant and participant's spouse or beneficiary to payment of
any benefit or deferred compensation hereunder shall not be alienated, assigned,
transferred, pledged or encumbered and shall not be subject to execution,
attachment or similar process. No participant may borrow against the deferred
account established for his or her benefit hereunder. No account shall be
subject in any manner to alienation, sale, transfer, assignment, pledge,
encumbrance, charge, garnishment, execution or levy of any kind, whether
voluntary or involuntary, including but not limited to any liability which is
for alimony or other payments for the support of a spouse or former spouse, or
for any other relative of any employee. Any attempted assignment, pledge, levy
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or similar process shall be null and void and without effect.
BENEFICIARY DESIGNATION
Each eligible participant may name any beneficiary to whom awards under the Plan
are to be paid in case of the eligible participant's death. Each designation
will revoke all prior designations by the eligible participant and shall be on a
form prescribed by the Plan Administrator and will be effective only when filed
by the eligible participant with the Treasurer. In the absence of any such
designation, awards due shall be paid to the participant's (1) life insurance
beneficiary designated by the participant with respect to life insurance
maintained by the Company for the benefit of the participant, or, in the absence
of a designated life insurance beneficiary, (2) to the participant's estate.
GOVERNING LAW
Except to the extent pre-empted by applicable federal law, the Plan shall be
governed by the laws of the State of Michigan.
CHANGE IN CONTROL
A change in control ("Change in Control") for purposes of the Plan shall have
occurred if at any time any of the following events shall occur:
(1) DTE is merged, consolidated or reorganized into or with another
corporation or other legal person, and as a result of such merger,
consolidation or reorganization less than 55% of the combined voting
power of the then outstanding securities of such corporation or person
immediately after such transaction is held in the aggregate by the
holders of the then-outstanding securities entitled to vote generally
in the election of directors (the "Voting Stock") of DTE immediately
prior to such transaction;
(2) DTE sells or otherwise transfers all or substantially all of its
assets to another corporation or other legal person and, as a result
of such sale or transfer, less than 55% of the combined voting power
of the then-outstanding Voting Stock of such corporation or person
immediately after such sale or transfer is held in the aggregate
(directly or through ownership of Voting Stock of DTE or a Subsidiary
(as hereinafter defined)) by the holders of Voting Stock of DTE
immediately prior to such sale or transfer;
(3) There is a report filed on Schedule 13D or Schedule 14D-I (or any
successor schedule, form or report), each as promulgated pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
disclosing that any person (as the term "person" is used in Section
13(d)(3) or Section 14(d)(2) of the Exchange Act) has become the
beneficial owner (as the term "beneficial owner" is defined under Rule
13d-3 or any successor rule or regulation
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promulgated under the Exchange Act) of securities representing 20% or
more of the combined voting power of the then-outstanding Voting Stock
of DTE;
(4) DTE files a report or proxy statement with the Securities and Exchange
Commission pursuant to the Exchange Act disclosing in response to Form
8-K or Schedule 14A (or any successor schedule, form, or report or
item therein) that a Change in Control of DTE will occur in the future
pursuant to a then existing contract or transaction which when
consummated would be a Change in Control determined without regard to
this paragraph (4);
(5) If, during any period of two consecutive years, individuals who at the
beginning of any such period constitute the directors of DTE cease for
any reason to constitute at least a majority thereof; provided,
however, that for purposes of this paragraph (5) each director who is
first elected, or first nominated for election, by DTE's stockholders,
by a vote of at least two-thirds of the directors of DTE (or a
committee thereof) then still in office who were directors of DTE at
the beginning of any such period will be deemed to have been a
director of DTE at the beginning of such period; or
(6) The approval of the shareholders of DTE of a complete liquidation or
dissolution of DTE.
Notwithstanding the foregoing provisions of paragraph (3) or (4)
above, unless otherwise determined in a specific case by majority vote
of the Board of Directors of DTE, a "Change in Control" shall not be
deemed to have occurred for purposes of paragraph (3) or (4) solely
because (i) DTE, (ii) an entity in which DTE directly or indirectly
beneficially owns 50% or more of the outstanding Voting Stock (a
"Subsidiary"), or (iii) any DTE-sponsored employee stock ownership
plan or any other employee benefit plan of DTE or any Subsidiary
either files or becomes obligated to file a report or a proxy
statement under or in response to Schedule 13D or Schedule 14D-1,
Form 8-K, or Schedule 14-A (or any successor schedule, form or report
or item therein) under the Exchange Act disclosing beneficial
ownership by it of shares of Voting Stock, whether in excess of 20% or
otherwise, or because DTE reports a Change in Control of DTE has
occurred or will occur in the future by reason of such beneficial
ownership.
In the event a Change in Control occurs during a Plan year, then,
notwithstanding anything to the contrary in the foregoing provisions of the
Plan, including but not limited to the Section entitled "Administration", no
payments of Awards shall be made under the foregoing provisions of the Plan for
such Plan year, but instead,
(a) each Vice President and above during the Plan year employed by the
Company immediately prior to the date on which the Change in Control
occurs,
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(b) and each Vice President and above who terminated employment with the
Company during the Plan year by reason of retirement or disability (as
such terms are defined above under "Forfeiture") or death prior to the
occurrence of the Change in Control but after having held and actively
performed in one or more such positions for a total of at least seven
months during the Plan year,
shall have a right (or, in the case of the person's death, his or her
beneficiary shall have the right) to an immediate cash payment of an amount
determined by multiplying (i) the individual's actual base salary (including
applicable amounts deferred under Company-sponsored benefit plans) earned during
the Plan year while a Vice President and above at the Company prior to the
occurrence of the Change in Control or earlier termination by retirement,
disability or death, by (ii) the individual's applicable target percent of
salary by position for the Plan year based on the assumption that established
performance targets were met. Such payments shall be made within 30 days after
the date on which the Change in Control occurs without the necessity of approval
of the Board of Directors.