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EXHIBIT 10.18
MCN ENERGY GROUP SEVERANCE
ALLOWANCE PLAN
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MCN ENERGY GROUP SEVERANCE
ALLOWANCE PLAN
TABLE OF CONTENTS
ARTICLE SECTION Page
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I DEFINITIONS...................................................................1
II ELIGIBILITY...................................................................4
2.1 Eligibility for Basic Benefit and Supplemental Benefit Payments...............4
2.2 Eligibility for Notice Period Benefits........................................5
2.3 Eligibility for Retention Benefit Payments....................................5
2.4 Ineligibility.................................................................6
III BENEFITS......................................................................6
3.1 Basic Benefits................................................................6
3.2 Supplemental and Notice Period Benefits.......................................7
3.3 Retention Benefit.............................................................8
3.4 Timing of Benefit Payments....................................................9
IV ADMINISTRATION...............................................................10
4.1 Allocation of Responsibility Among Fiduciaries for
Plan Administration.....................................................10
4.2 Delegation of Fiduciary Responsibilities.....................................11
4.3 Miscellaneous................................................................11
4.4 Administrator................................................................11
V MISCELLANEOUS................................................................13
5.1 Communication to Employees...................................................13
5.2 Limitation of Rights.........................................................14
5.3 Benefits Solely From General Assets..........................................14
5.4 Nonassignability of Rights...................................................14
5.5 Amendment or Termination of Plan.............................................15
5.6 Claims Procedure.............................................................15
5.7 Governing Law................................................................15
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MCN ENERGY GROUP
SEVERANCE ALLOWANCE PLAN
WHEREAS, MCN Energy Group Inc. (the "Company") has previously adopted
the MichCon Severance Allowance Plan and desires to make certain changes in the
plan.
NOW, THEREFORE, the Company amends and restates the MichCon Severance
Allowance Plan effective January 1, 2000, to reflect the title of the MCN Energy
Group Severance Allowance Plan (the "Plan") and to incorporate the terms of the
additional Retention Benefit, as detailed herein.
This Plan is intended to qualify as a severance pay plan under
Department of Labor Regulation Section 2510.3-2(b). As such, the Plan shall not
be subject to parts 2 (participation and vesting) and 3 (funding) of the
Employee Retirement Income Security Act of 1974.
ARTICLE I
DEFINITIONS
1.1 As used herein, the following terms shall have the following
meanings, unless the context requires otherwise. Where necessary or appropriate
to the context, the masculine shall include the feminine, the singular shall
include the plural and the plural shall include the singular.
(a) "Administrator" means MCN Energy Group Inc.
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(b) "Base Pay" means an Employee's base pay at the time of his/her
Severance Date for the last normally scheduled payroll period, excluding any pay
for overtime, bonuses, any special pay of any kind and other premium or
differential pay, if applicable.
(c) "Basic Benefit" means an amount equal to an Employee's Base
Pay, paid for the duration set forth in Section 3.1.
(d) "Basic Benefit Payment" means a payment of Basic Benefits made
in accordance with the schedule set forth in Section 3.1.
(e) "Claim" means any claim for a Plan benefit filed by a
Participant.
(f) "Code" means the Internal Revenue Code of 1986, as amended.
(g) "Company" means MCN Energy Group Inc., a Michigan Company, its
successors and assigns, and any direct or indirect subsidiary of MCN which has
elected, with the consent of MCN, to participate in the Plan.
(h) "Employee" means any regular full-time salaried non-officer
employee and regular part-time salaried non-officer employee of the Company. Any
individual who was employed by a member of the Detroit Edison Company affiliated
group of corporations immediately prior to Legal Day One (the first day that on
which MCN Energy Group Inc. is legally merged into Detroit Energy Enterprises)
shall not be an Employee for purposes of this Plan.
(i) "Operating Business" means Michigan Consolidated Gas Company,
Citizens Gas Fuel Company and MichCon Home Services and any direct or indirect
subsidiary of those entities.
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(j) "Participant" means each Employee who participates in the Plan
in accordance with Article II.
(k) "Participating Company" means the Company and any other
Company which is classified by the Board of Directors of MCN Energy Group Inc.
as a Participating Company for purposes of this Plan and which, with the
approval of the Board of Directors of the Company, elects to become a party
hereto by adopting the Plan for the benefit of its Employees by resolution of
its Board of Directors. In all dealings, the Company's Officer responsible for
Human Resources or his or her designate may act as agent for any Participating
Company.
(l) "Plan" means the MCN Energy Group Severance Allowance Plan as
set forth herein, together with any and all amendments and supplements hereto.
(m) "Plan Year" means the period beginning on January 1 and ending
on December 31 of each calendar year.
(n) "Retention Benefit" means the benefit provided under Section
3.3 of the Plan.
(o) "Service Date" means the date that is a compression of time an
Employee worked with MCN Energy Group Inc. or any of its affiliated group of
corporations between the Employee's date of hire and the Employee's Severance
Date, as calculated in accordance with standardized Company procedures.
(p) "Severance Benefits" means the benefits computed in accordance
with Section 3.1 and 3.2 of the Plan.
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(q) "Severance Date" means the date the employee severs employment
as agreed to in the severance agreement executed pursuant to the terms of
Section 2.1(b) of the Plan.
ARTICLE II
ELIGIBILITY
Benefits under this Plan will be paid only if the Company decides in
its discretion that an Employee is entitled to them.
2.1 Eligibility for Basic Benefit and Supplemental Benefit Payments.
For purposes of Sections 3.1 and 3.2(a), only an Employee who:
(a) Is terminated by the Company due to a change or reduction in
the business of the Company;
(b) Signs a severance agreement, which includes a release of
claims;
(c) Has returned all Company properties and paid the Company all
monies owed to the Company; and
(d) Is not receiving benefits under any other severance plan of
the Company or termination Agreement;
will be eligible for the Basic Benefits pursuant to Section 3.1 and the
Supplemental Benefits pursuant to Section 3.2(a). Notwithstanding the
requirements described in this Section 2.1, an Employee who meets the
eligibility requirements of Section 2.3 shall also be eligible for the Basic
Benefits and Supplemental Benefits described in Sections 3.1 and 3.2(a),
respectively.
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2.2 Eligibility for Notice Period Benefits. For purposes of Section
3.2(b), an Employee who meets the requirements under Section 2.1 or Section 2.3
and who is not employed by an Operating Business of the Company will be eligible
for the Notice Period Benefits under Section 3.2(b).
2.3 Eligibility for Retention Benefit Payments. For purposes of Section
3.3, only an Employee (including a non-officer salaried exempt or a salaried
non-exempt Employee who is on short-term disability, non-permanent long-term
disability (less than 24 months) or a leave under the Family Medical Leave Act),
who:
(a) Was employed prior to January 1, 2000;
(b) Is notified that his or her job position has been eliminated
as a result of the pending merger with DTE Energy Company;
(c) Is not offered an Equivalent Position, as defined in Section
3.3(b);
(d) Does not voluntarily terminate employment (other than as
described in Section 2.3(e)) or elect the Early Retirement Option under the MCN
Energy Group Retirement Plan or participate in the Voluntary Resignation Offer
Program;
(e) Terminates employment with the Company as a result of an
action described in subsections 2.3(b) and (c) during the period beginning
January 1, 2000 and ending on the day after the day on which the Staffing and
Selection Process is complete; and
(f) Executes a Severance Agreement releasing all claims against
the merged controlled group of entities
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will be eligible for the Retention Benefit described in this Section 3.3
("Retention Benefit Participant"). An Employee who is eligible under this
Section 2.3 for Retention Benefits described in Section 3.3 shall also be
eligible for Basic Benefits and Supplemental and Notice Benefits under Sections
3.1 and 3.2, respectively.
2.4 Ineligibility. An Employee will not be eligible for any Basic
Benefits or Notice Benefits under the Plan unless a termination is caused by
subsection 2.3(b) and (c) if:
(a) Such Employee voluntarily terminates or quits or is terminated
from employment by the Company other than as a result of change or reduction in
business;
(b) Such Employee declines any offer of employment by the Company
or any of its affiliates; or
(c) Such Employee is terminated because the Company is sold or
substantially all of the assets of the Company, the plant or facility at which
he/she is employed are sold, and the Employee is offered employment with the
purchaser.
ARTICLE III
BENEFITS
3.1 Basic Benefits. A Participant will receive a predetermined lump sum
payment ("Basic Benefit") based on his or her number of years of service (the
number of years of service from his or her Service Date to his or her Severance
Date) and his or her Base Pay, in accordance with the following schedule:
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Years of Basic
Service Benefit Payments
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Less than 2 years 1/2 month of Base Pay
2 years 1 month of Base Pay
3 or 4 years 2 months of Base Pay
5 or 6 years 3 months of Base Pay
7 or 8 years 4 months of Base Pay
9 or 10 years 5 months of Base Pay
11 or 12 years 6 months of Base Pay
13 or 14 years 7 months of Base Pay
15 or 16 years 8 months of Base Pay
17 or 18 years 9 months of Base Pay
19 or 20 years 10 months of Base Pay
21 or 22 years 11 months of Base Pay
23 years or more 12 months of Base Pay
Notwithstanding anything to the contrary herein, the total Basic Benefits a
Participant may receive pursuant to this Section 3.1 may not exceed his or her
annualized Base Pay.
3.2 Supplemental and Notice Period Benefits
(a) Supplemental Benefit Payments. Supplemental Benefit Payments
for Participants may also include a pre-approved, prorated corporate incentive
award and will include external outplacement assistance. The duration, provider
and level of outplacement assistance will vary depending upon the Employee's
length of service, position, salary and the business conditions of the market
place and will be determined at the sole discretion of the Company.
(b) Notice Period Benefits. Additional payments will be made
during a notice period for eligible Employees, as follows:
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(i) For Employees at the Director level and above, the notice
period is equal to three months.
(ii) For exempt Employees, the notice period is equal to two
months.
(iii) For non-exempt Employees, the notice period is equal to one
month.
The notice period is normally a working period, as well as a transition
period. The end of the notice period shall be the Employee's Severance Date.
3.3 Retention Benefit
(a) General. The Retention Benefit Payment shall equal 50% of a
Retention Benefit Participant's base pay earned from January 1, 2000 through
December 31, 2000, reduced for applicable income and employment tax
withholdings. The cash payment will be made within 30 calendar days after a
Retention Benefit Participant has been notified that his or her position has
been eliminated as a result of the pending merger with DTE Energy Company with
no offer of an Equivalent Position. Provided, however, that no Retention Benefit
Payment will occur until the Retention Benefit Participant executes a Severance
Agreement waiving all claims against the merged controlled group of entities and
actually terminates employment within the time-period described in Section
2.3(e), above. A Retention Benefit Participant's medical, dental and vision
coverage, as in effect immediately prior to Legal Day One, will continue until
the last day of the month in which employment termination occurs. The Retention
Benefit also includes outplacement assistance as described in Section 3.2(a).
Notwithstanding the foregoing, no Retention Benefit will be
provided to an Employee who voluntarily terminates employment or elects the
Company's Early Retirement Offer, even if such individual's position is
eliminated as a result of the merger and within the
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designated time-period unless such termination is caused by subsection 2.3(b)
and (c).
(b) For purposes of this Section 3.3, an Equivalent Position means
a position within the merged controlled group of entities that meets all of the
following:
(i) Compensation. Compensation will be deemed to be
comparable if the Employee stays in the same job band
as the Employee's prior position, the difference
between the top of the base pay range in the job band
of the new position and the prior position does not
decrease by more than 5 percent and eligibility to
participate in benefit plans and programs remains the
same.
(ii) Skills. The new position requires the same level and
type of education as the Employee's prior position.
There is recognition that skill sets are not fungible.
(iii) Level. The Employee's band/tier does not decrease,
regardless of any change in title or number of direct
reports. The Employee's upward reporting relationship
does not change.
(iv) Location. The Employee's commute (from personal
residence to job location) does not increase by more
than 25 miles.
For purposes of Section 3.3(b)(i), an Employee's eligibility to participate in
benefit plans and programs will be deemed to be equivalent even though specific
plans or programs are
(a) amended, if such amendment does not change the definition of
eligibility to participate in such plan or program, or
(b) terminated in their entirety.
3.4 Timing of Benefit Payments
(a) A Participant's Basic Benefit shall be paid in a single
sum cash payment no later than 30 calendar days following such Participant's
Severance Date.
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(b) All payments under this Plan shall be subject to any
withholding required by state or Federal law.
(c) If a Participant dies after execution of a Severance Agreement
and prior to receiving payments under this Plan, an amount equal to the total
remaining Supplemental Benefit Payments, Basic Benefit Payments and Retention
Benefit Payment will be paid to his or her beneficiary in one lump sum within 30
calendar days of the Company receiving notice of the Participant's death. If a
Participant has not designated a beneficiary, payment will be made to his or her
estate.
(d) Notwithstanding anything to the contrary herein, no
Participant will receive any amounts pursuant to Article III of this Plan in
excess of twice his or her annual compensation (as defined for purposes of
Department of Labor Regulation Section 2510.3-2(b)) for the year preceding
termination.
ARTICLE IV
ADMINISTRATION
4.1 Allocation of Responsibility Among Fiduciaries for Plan
Administration. The Administrator shall have the sole responsibility for the
administration of the benefit structure of the Plan as specifically described in
the Plan; provided, however, that the Administrator may, in its sole discretion,
designate and allocate any or all of its responsibilities to other persons or
organizations, including the Vice President of Human Resources.
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4.2 Delegation of Fiduciary Responsibilities. The Company and the
Administrator shall have the power to delegate their respective specific
fiduciary responsibilities to officers or Employees of the Company or to other
individuals or organizations by notifying them as to the duties and
responsibilities delegated. Each person to whom responsibilities are so
delegated shall serve at the pleasure of the fiduciary making the delegation
and, if an Employee of the Company, without compensation. Any such person may
resign by delivering a written resignation to the fiduciary making the
delegation. Vacancies created by resignation, death or other cause may be filled
by the fiduciary or the assigned responsibilities may be reassumed or
redelegated by the fiduciary.
4.3 Miscellaneous. Each fiduciary agrees that any directions given,
information furnished or action taken by it shall be in accordance with the
provisions of the Plan authorizing or providing for such information, direction
or action. Furthermore, each fiduciary may rely upon any such direction,
information or action of another fiduciary as being proper under the Plan and is
not required under the Plan to inquire into the propriety of any such direction,
information or action. It is intended that each fiduciary shall be responsible
for the proper exercise of its own powers, duties, responsibilities and
obligations under the plan and to the extent permitted by law, shall not be
responsible for any act or failure to act of another fiduciary.
4.4 Administrator.
(a) Powers of Administrator. Except to the extent delegated by the
Company or the Administrator, the Administrator shall administer the benefit
structure of the Plan in
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accordance with its terms and shall have all powers necessary to carry out its
terms, including, but not by way of limitation, the following:
(i) To resolve all questions relating to the
participation in the Plan by
Participants.
(ii) To compute and certify to the Company
the amount of benefits payable to
Participants.
(iii) To authorize all disbursements of
benefits to Participants.
(iv) To obtain from the Company and from
Participants such information as shall
be necessary for the proper
administration of the Plan.
(v) To prepare and distribute, in such
manner as the Administrator determines
to be appropriate, information
explaining the Plan.
(vi) To furnish the Company, upon request,
such annual reports with respect to the
administration of the Plan as are
reasonable and appropriate.
(vii) To receive, review and keep on file (as
it deems convenient or proper) reports
of the receipts and disbursements of the
Plan.
(viii) To adopt and prescribe regulations and
procedures to be followed by any
Participant in filing applications for
benefits, and for the furnishing and
verification of evidence and proofs
necessary to establish his/her rights to
benefits under the Plan.
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(ix) To make and publish such rules for the
regulation of the Plan as are not
inconsistent with the terms set forth
herein.
The Administrator shall have no power to add to, subtract from or modify any of
the terms of the Plan, or to change or add to any Benefits provided by the Plan,
or to waive or fail to apply any requirements of eligibility for a Benefit under
the Plan. The Administrator shall perform all of its duties in a uniform and
nondiscriminatory manner.
(b) Finality of Decision. All determinations of the Administrator,
or its delegatee if its authority is so delegated, shall be final and binding on
all persons except as otherwise expressly provided herein.
(c) Examination of Records. The Administrator will make available
to each Participant such of its records under the Plan as pertain to him/her,
for examination at reasonable times during normal business hours.
(d) Reliance on Records. In administering the Plan, the
Administrator will be entitled to the extent permitted by law to rely
conclusively on all records in its possession for the determination of the
available benefits under the Plan.
ARTICLE V
MISCELLANEOUS
5.1 Communication to Employees. Promptly after the Plan is amended and
restated, the Company will notify all Employees of the availability and terms of
the applicable Plan provisions.
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5.2 Limitation of Rights. Neither the establishment of the Plan nor any
amendment thereof will be construed as giving to any Participant or other person
any legal or equitable right against the Administrator or the Company, except as
expressly provided herein, and in no event will the terms of employment or
service of any Participant be modified or in any way be affected hereby.
5.3 Benefits Solely From General Assets. The Plan shall be unfunded.
The benefits provided hereunder will be paid solely from the general assets of
the Company. The Participating Companies shall not be required to set aside or
hold in trust any funds for the benefit of a Participant, who shall have the
status of a general unsecured creditor with respect to a Participating Company's
obligation to make benefit payments pursuant to the Plan. Any assets of a
Participating Company available to pay Plan benefits shall be subject to the
claims of the Participating Companies' general creditors and may be used by the
Participating Companies in their sole discretion for any purpose.
5.4 Nonassignability of Rights. The right of any Participant to receive
any reimbursement under the Plan shall not be alienable by the Participant by
assignment or any other method, and will not be subject to be taken by his/her
creditors by any process whatsoever, and any attempt to cause such right to be
so subjected will not be recognized, except to such extent as may be required by
law.
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5.5 Amendment or Termination of Plan. This Plan has been established by
the Company with the intention of being maintained indefinitely. Nonetheless,
the Company reserves the right to amend, modify, suspend or terminate the Plan
at any time by written instrument signed by MCN Energy Group's President or his
or her delegate.
5.6 Claims Procedure. The Company shall make all determinations as to
the right of any person to a benefit. Any denial by the Company of the claim for
benefits under the Plan by a Participant or beneficiary shall be stated in
writing by the Company and delivered or mailed to the Participant or
beneficiary; and such notice shall set forth the specific reasons for the
denial, written to the best of the Company's ability in a manner that may be
understood without legal or actuarial counsel. In addition, the Company shall
afford a reasonable opportunity to any Participant or beneficiary whose claim
for benefits has been denied for a review of the decision denying the claim and,
in the event of continued disagreement, either may appeal to the Vice President
of Human Resources, whose decision shall be final.
5.7 Governing Law. The Plan shall be construed according to the
applicable federal law and, to the extent not preempted by federal law, by the
laws of the State of Michigan, where it is made and where it shall be enforced.
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IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized officer as of the 1st day of January, 2000.
MCN Energy Group Inc.
By:
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Lawrence A. Mills
Its: Vice President of Human Resources
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