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EXHIBIT 10-30
DTE ENERGY COMPANY
DEFERRED STOCK COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS
The DTE Energy Company Deferred Stock Compensation Plan (the "Plan") is
established by DTE Energy Company (the "Company") effective as of January 1,
1999.
SECTION I - PURPOSE
The purpose of the Plan is to further the growth, development and financial
success of the Company by providing incentives to Directors (as defined below)
and to assist the Company in attracting and retaining Directors by offering
Directors an opportunity to earn Company Common Stock.
SECTION II - ELIGIBILITY
Any Director of the Company who is not a Company employee or an employee of any
Affiliate (a "Director") shall become a participant in the Plan as of the later
of January 1, 1999 or the January 1st occurring on or next following the date he
or she becomes a Director. For purposes of the Plan, "Affiliate" shall mean any
entity in which the Company directly or indirectly beneficially owns more than
50% of the voting securities.
SECTION III - ANNUAL AWARDS
Each Director participating in the Plan who is a Director on the first business
day of a calendar year beginning on or after January 1, 1999 shall receive
automatically on such date as a credit to an unfunded deferred stock account
established for the Director under Section IV below, 900 hypothetical shares of
Company Common Stock.
SECTION IV - ESTABLISHMENT AND ADMINISTRATION OF DEFERRED STOCK ACCOUNT
The annual amount of hypothetical Company Common Stock awarded to a Director
under Section III shall be credited to a deferred stock account maintained by
the Company. Such account shall remain a part of the general funds of the
Company, and nothing contained in this Plan shall be deemed to create a trust or
fund of any kind or create any fiduciary relationship.
As of the last day of each month for each Director participating in this Plan,
the deferred stock account for such Director shall be adjusted as follows:
a. The account shall first be charged with any distributions
made during the month as of the date made.
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b. Next, the account shall be credited with the amount, if any,
of hypothetical Company Common Stock awarded during that
month under Section III, with such credit to be made as of
the date provided in Section III.
c. Finally, the account shall be adjusted to reflect the number
of hypothetical shares of Company Common Stock allocated to
the account during the month to reflect reinvested cash
dividends. The number of such hypothetical shares of Company
Common Stock allocated to reflect reinvested cash dividends
shall be equal to the number of shares of Company Common
Stock that would have been allocated to the account as of any
date if cash dividends paid on the equivalent number of
shares of Company Common Stock treated as allocated to the
account were automatically reinvested in the Company Common
Stock at Fair Market Value on the trading day that is
coincident with or next following the applicable dividend
payment date. For purposes of the Plan, "Fair Market Value"
means the average of the high and low sales prices of Company
Common Stock as listed in the Wall Street Journal for the New
York Stock Exchange Composite tape specified date.
In the event of any stock dividend or split, recapitalization, reclassification,
increase or decrease in the number of outstanding shares, merger, consolidation
or exchanges in shares or other similar changes in the Company's Common Stock,
appropriate adjustments shall be made in the hypothetical shares of Company
Common Stock allocated to each Director's deferred stock account to reflect any
such change.
A separate record of the deferred stock account and adjustments thereto shall be
maintained by the Company for each participant in this Plan.
SECTION V - PAYMENT OF DEFERRED STOCK ACCOUNT
The balance of the Director's deferred stock account shall be paid to a Director
or, in the event of death, to his or her designated beneficiary in accordance
with the Beneficiary Designation form that has been filed with the Corporate
Secretary of the Company, within 15 days after the date the Director terminates
his or her service on the Board of Directors of the Company for any reason.
Payment shall be made in a lump sum in cash, or at the election of the Director
made prior to termination of service and with the approval of the Board, in
whole shares of Company Common Stock with any fractional share being paid in
cash. The amount of any cash distribution from a Director's deferred stock
account shall be made at Fair Market Value on the trading day that is coincident
with or next preceding the date of the Director's termination of service.
In the event a participating Director receives an assessment of income taxes
from the Internal Revenue Service which treats any amount payable under this
Plan as being includible in such Director's gross income prior to the actual
payment of such amount to such Director, the Company shall pay an amount equal
to such income taxes to such Director within 30 days after written notice from
such Director of such assessment, and such Director's deferred stock account
shall be reduced by an amount equal to such income taxes.
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Each payment under this Plan shall be reduced by any federal, state, or local
taxes which the Company determines should be withheld from such payment.
Benefits under this Plan shall be payable solely from the general assets of the
Company, provided, however, that no provision in this Plan shall preclude the
Company from segregating assets which are intended to be a source for payment of
benefits under this Plan. Each participant in this Plan shall have the status of
a general unsecured creditor of the Company. This Plan constitutes a promise by
the Company to make benefit payments in the future. It is intended that this
Plan be unfunded for tax purposes and that this Plan shall remain unfunded for
the entire period of its existence.
Notwithstanding the foregoing or anything to the contrary in the Plan, the
distribution of all or any portion of a Director's deferred stock account will
be delayed for a period not to exceed seven months or may be subject to prior
approval by the Board to the extent that the Corporate Governance Committee of
the Board of Directors of the Company determines that such delay or approval is
necessary or desirable to ensure that any transaction under the Plan will
qualify for an exemption from the liability provisions imposed on the Director
under Section 16(b) of the Securities Exchange Act of 1934, as amended, or any
rules and regulations issued thereunder. In the event of any such delay, the
undistributed portion of the Director's deferred stock account shall continue to
be subject to adjustment as provided in Section IV until distribution is made.
SECTION VI - DESIGNATION OF BENEFICIARY
Each Director, on becoming a participant, shall file with the Corporate
Secretary of the Company a beneficiary designation on the form attached as
Exhibit "A" designating one or more beneficiaries to whom payments otherwise due
the participant shall be made in the event of his or her death while serving as
a Director or after leaving the Board. A beneficiary designation will be
effective only if the signed beneficiary designation form is filed with the
Corporate Secretary of the Company when the Director is alive, and will cancel
all beneficiary designations signed and filed previously under this Plan. If the
primary beneficiary shall survive the Director but dies before receiving all the
amounts due hereunder, the deferred amounts remaining unpaid at the time of
death shall be paid in one lump sum to the legal representative of the primary
beneficiary's estate. If the primary beneficiary shall predecease the Director,
amounts remaining unpaid at the time of the Director's death shall be paid in
the order specified by the Director to the contingent beneficiary(s) surviving
the Director. If the contingent beneficiary(s) dies before receiving all the
amounts due hereunder, the unpaid amount shall be paid in one lump sum to the
legal representative of such contingent beneficiary(s) estate. If the Director
shall fail to designate a beneficiary(s) as provided in this Section, or if all
designated beneficiaries shall predecease the Director, the deferred amounts
remaining unpaid at the time of such Director's death shall be paid in one lump
sum to the legal representative of the Director's estate.
SECTION VII - NON-ALIENABILITY AND NON-TRANSFERABILITY
No Director, beneficiary designated by the Director, or creditors of the
Director shall have any right to, directly or indirectly, anticipate, alienate,
sell, transfer, assign, pledge, encumber, attach, or garnish any amount that is
or may be payable hereunder.
SECTION VIII - ADMINISTRATION OF PLAN; ARBITRATION
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(a) Full power and authority to construe, interpret, and administer the
Plan shall be vested in the Corporate Governance Committee of the Board
of Directors of the Company. Decisions of the Corporate Governance
Committee shall be final, conclusive, and binding upon all parties.
(a) Notwithstanding Section VIII(a) hereof, in the event of any dispute,
claim, or controversy (hereinafter referred to as a "Grievance")
between a Director who is eligible to elect to receive the benefits
provided under this Plan and the Company with respect to the payment of
benefits to such Director under this Plan, the computation of benefits
under this Plan, or any of the terms and conditions of this Plan, such
Grievance shall be resolved by arbitration in accordance with this
Section VIII(b).
(1) Arbitration shall be the sole and exclusive remedy to
redress any Grievance.
(2) The arbitration decision shall be final and binding, and
a judgment on the arbitration award may be entered in
any court of competent jurisdiction and enforcement may
be had according to its terms.
(3) The arbitration shall be conducted by the American
Arbitration Association in accordance with the
Commercial Arbitration Rules of the American Arbitration
Association and expenses of the arbitrators and the
American Arbitration Association shall be borne by the
Company. Neither the Company nor such Director shall be
entitled to attorneys' fees, expert witness fees, or
other expenses expended in the course of such
arbitration or the enforcement of any award rendered
thereunder.
(4) The place of the arbitration shall be the offices of the
American Arbitration Association in the Detroit
Metropolitan area, Michigan.
(5) The arbitrator(s) shall not have the jurisdiction or
authority to change any of the provisions of this Plan
by alteration of, addition to, or subtraction from the
terms thereof. The arbitrator(s)' sole authority shall
be to apply any terms and conditions of this Plan. Since
arbitration is the exclusive remedy with respect to any
Grievance, no Director eligible to receive benefits
provided under this Plan has the right to resort to any
federal court, state court, local court, or
administrative agency concerning breaches of any terms
and provisions hereunder, and the decision of the
arbitrator(s) shall be a complete defense to any suit,
action, or proceeding instituted in any federal court,
state court, local court or administrative agency by
such Director or the Company with respect to any
Grievance which is arbitrable as herein set forth.
(6) The arbitration provisions shall, with respect to any
Grievance, survive the termination of this Plan.
(c) The obligation of the Company to deliver shares of Company Common Stock
under the Plan shall be subject to all applicable laws, rules and
regulations, including all applicable
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federal and state securities laws, and the obtaining of all such
approvals by governmental agencies as may be deemed necessary or
appropriate by the Corporate Governance Committee.
(d) If at any time the Corporate Governance Committee determines, in its
sole discretion, that the listing, registration or qualification of
shares of Company Common Stock issuable pursuant to the Plan is
required by any securities exchange or under any state or federal law,
or the consent or approval of any governmental regulatory body is
necessary or desirable as a condition of, or in connection with, the
issuance of shares, no shares shall be issued, in whole or in part,
unless listing, registration, qualification, consent or approval has
been effected or obtained free of any conditions as acceptable to the
Corporate Governance Committee.
(e) In the event that the disposition of shares of Company Common Stock
acquired pursuant to the Plan is not covered by a then current
registration statement under the Securities Act of 1933 as amended (the
"Securities Act"), and is not otherwise exempt from such registration,
such shares shall be restricted against transfer to the extent required
by the Securities Act or regulations thereunder, and the Corporate
Governance Committee may require any individual receiving shares
pursuant to the Plan, as a condition precedent to receipt of such
shares, to represent to the Company in writing that the shares acquired
by such individual are acquired for investment only and not with a view
to distribution. The certificate for any shares acquired pursuant to
the Plan shall include any legend that the Corporate Governance
Committee deems appropriate to reflect any restrictions on transfer.
(f) No Director shall be deemed for any purpose to be or to have the rights
and privileges of the owner of Company Common Stock with respect to any
hypothetical shares treated as allocated to his or her deferred stock
account unless and until such Director shall have become the holder
thereof upon distribution under the Plan.
SECTION IX - AMENDMENT OR TERMINATION OF PLAN
The Board of Directors of the Company may amend or terminate this Plan at any
time. Any amendment or termination of this Plan shall not affect the rights of
participants or beneficiaries to the amounts in the Directors' deferred stock
accounts at the time of such amendment or termination.
SECTION X - APPLICABLE LAW
The provisions of this Plan shall be interpreted and construed in accordance
with the laws of the state of Michigan.
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SECTION XI - SUCCESSORS
The Company shall require any successor (whether direct or indirect, by
purchase, merger, consolidation, reorganization or otherwise) to all or
substantially all of the business and/or assets of the Company expressly to
assume and to agree to perform this Plan in the same manner and to the same
extent the Company would be required to perform if no such succession had taken
place. This Plan shall be binding upon and inure to the benefit of the Company
and any successor of or to the Company, including without limitation any persons
acquiring directly or indirectly all or substantially all of the business and/or
assets of the Company whether by sale, merger, consolidation, reorganization or
otherwise (and such successor shall thereafter be deemed the "Company" for the
purposes of this Plan), and the heirs, executors and administrators of each
Director.
IN WITNESS WHEREOF, DTE Energy Company, pursuant to the resolutions of its Board
of Directors, has caused this instrument to be executed in its name and by its
Chairman as of the 2nd day of December, 1998.
DTE Energy Company
By --------------------------
Anthony F. Earley, Jr.
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EXHIBIT "A"
BENEFICIARY DESIGNATION
Corporate Secretary
DTE Energy Company
2000 2nd Avenue
Detroit, MI 48226
DTE ENERGY COMPANY DEFERRED STOCK COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
Any balance in my deferred stock account held under the Plan which remains
unpaid at my death shall be paid to the following primary beneficiary:
Name: Address:
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If the above-named primary beneficiary shall predecease me, I designate the
following persons as contingent beneficiaries, in the order shown, to receive
any such unpaid amounts:
1. Name: Address:
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2. Name: ------------------------- Address: ----------------------------
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3. Name: Address:
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This supersedes any previous beneficiary designation made by me with respect to
my deferred stock account under the Plan. I reserve the right to change the
beneficiary in accordance with the terms of the Plan.
Signature: Date:
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Witnesses:
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