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EXHIBIT 10-23
[DETROIT EDISON LETTERHEAD]
July 11, 1990
Mr. Larry Gilbert Garberding
231 N. Lincoln
Hinsdale, Illinois 60521
Dear Larry:
I am extremely pleased to offer you employment with our organization
in the position of Executive Vice President and Chief Financial
Officer, at an annual salary of $285,000.
Upon employment, the employee benefits and other perquisites of
employment as a Detroit Edison executive will be made available to
you. The employment benefits that are made available to all employees
are described in the enclosed employee's handbook, "Benefits Plus."
Executive perquisites are briefly described in a separate enclosure.
Upon commencement of your employment, you will be paid the equivalency
of one month's salary, $23,750, the premium for three months' health
care coverage, $1,530, and you will also be eligible for benefits
under the Company's Relocation Plan.
Commencement of your employment on or after August 1, 1990, would
result in your being ineligible to participate in Detroit Edison's
1990 Shareholder Value Improvement Plan-A. Accordingly, Detroit Edison
would pay you at the time SVIP awards are otherwise paid to eligible
employees, an equivalent sum equal to 5/12 of the amount of an award
calculated by the SVIP formula. Payment is measured by and subject to
the same terms and conditions as otherwise stated by the SVIP-A, a
copy of which is enclosed.
In regard to Detroit Edison's Management Supplemental Benefit Plan,
which is described in the enclosure, appropriate adjustment would be
made such that you would be eligible for benefits thereunder upon
obtaining eight years of service with the Company (or such earlier
time as may be mutually agreed by you and the Organization and
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Mr. Larry Gilbert Garberding
July 11, 1990
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Compensation Committee of the Board). Also, in regard to the
Management Supplemental Benefit Plan, you would be given 25 years of
"awarded service," as such is used in determining benefits under this
Plan on the eighth anniversary of your employment (or such earlier
time as you and the Board may mutually agree upon in the future).
With respect to retiree health care coverage (as you would not be
eligible for such under the Company's group health plan), upon your
retirement, at age 60, or later (or upon retirement at an earlier age
as may be mutually agreed by you and the Organization and Compensation
Committee of the Board), Detroit Edison would also provide you with
insured health care coverage equivalent to health care benefits
provided to retirees under the Company's group health care plan.
Should you pre-decease your spouse after retirement, the insurance
coverage as would be provided to you would include health care
benefits for your spouse for an additional two years.
With respect to retiree life and dependent life insurance coverage (as
you would not be eligible for such under the Company group life
insurance plan), upon retirement, at age 60 or later (or upon
retirement at an earlier age as may be mutually agreed upon by you and
the Organization and Compensation Committee of the Board), Detroit
Edison would also provide you with retiree life and dependent life
insurance coverage equivalent to retiree life and dependent life
insurance benefits provided to retirees under applicable life
insurance arrangements.
This offer is subject to successful completion of a pre-employment
physical examination, a review of references, and completion of our
employment history form.
Also, this offer is subject to your election to the office of
Executive Vice President and Chief Financial Officer, and the approval
of the compensation offer by the Company's Board of Directors. As with
other officers, your employment would be "at will" and subject to the
pleasure of the Board of Directors. This offer of employment is made
with the understanding that there are no other promised benefits other
than as are referenced by this letter. Nothing contained herein shall
be deemed to in any way affect the provisions of any other benefit
plans, qualified and non-qualified, maintained by the Company.
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Mr. Larry Gilbert Garberding
July 11, 1990
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Please contact me at (313) 237-8800 as soon as you have completed your
review of our offer of employment. You may contact Malcolm Dade at
(313) 237-8610 regarding any questions you may have concerning
compensation.
I and the other members of senior management are looking forward to
you joining us and hope to hear from you soon.
Sincerely,
John E Lobbia
Enclosures
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Mr. Garberding July 11, 1990 letter enclosures:
Detroit Edison Benefits Plus Handbook
Executive Perquisites Not Appearing
In The "Benefits Plus" Handbook For Employes
It's Your Move! Detroit Edison Relocation Plan
1990 Shareholder Value Improvement Plan
1990 Shareholder Value Improvement Plan
First Quarter Progress Report
Management Supplemental Benefit Plan
Also enclosed but not referenced are:
Memorandum to Newly Hired Employes re. Health Care Coverage for
Employes Hired or Rehired July 1, 1989 or After with attachments
Executive Vehicle Program
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Exhibit 28-52
Certain Arrangements Pertaining to
the Employment of Larry G. Garberding
Effective August 1, 1990, Mr. Larry G. Garberding was elected
Executive Vice President and Chief Financial Officer of The Detroit
Edison Company ("Company"). Mr. Garberding has also been elected a
Director.
As set forth below, Mr. Garberding's employment with the Company
includes the following:
1. In the event that payments are made under the 1990 Shareholder
Value Improvement Plan-A ("SVIP") (Exhibit 10-23 to the Company's Form
10-K for the year ended December 31, 1989), Mr. Garberding will be
awarded an amount measured by the terms and conditions of the SVIP,
calculated to provide 5/12 of the amount that would otherwise have
been payable to him if eligibility under the SVIP had been
established. If paid, one-half of this amount will be in cash and
one-half will be deferred and such deferred amount will be subject to
the same terms and conditions applicable to deferred accounts under
the SVIP.
2. On his eighth service anniversary with the Company, Mr.
Garberding will be eligible to participate in the Management
Supplemental Benefit Plan ("Plan") (Exhibit 10-22 to the Company's
Form 10-K for the year ended December 31, 1989); and on such
anniversary date, Mr. Garberding will be awarded 25 years of Company
service pursuant to the provisions of the Plan.
3. In the event that Mr. Garberding retires from Company service
at age 60 or older, Mr. Garberding will be provided with insured
health care and life insurance coverage equivalent to benefits
provided to retirees.