DTE Energy 2015 Annual Report Download - page 160

(iii) Good Reason. A Participant terminates employment for Good Reason if the Participant terminates his or
her employment during the Severance Period following the occurrence of any of the following events during the
Severance Period:
(A) Failure to elect or reelect to the office, or otherwise maintain the Participant in a position within the
same or higher Executive Grouping Level (as in existence prior to the Change in Control) with the
Company and/or a Subsidiary, as applicable, which the Participant held immediately prior to the Change
in Control, or the removal of the Participant as Chairman of the Company (or any successor to the
Company) if the Participant was Chairman of the Company immediately prior to the Change in Control;
(B) A significant adverse change in the nature or scope of the authorities, powers, functions,
responsibilities or duties attached to the position with the Company and its Subsidiaries as compared to
other executives in the same Executive Grouping Level within the Company or the Subsidiary which
the Participant held immediately prior to the Change in Control;
(C) A reduction in the Participant’s Base Pay or the opportunity to earn Incentive Pay from the
Company, its Subsidiaries or the failure to pay the Participant Base Pay or Incentive Pay earned when
due;
(D) The termination or denial of the Participant’s rights to Employee Benefits or a material reduction
in the aggregate scope or value of Employee Benefits (unless, in the case of Welfare Benefits or Pension
Benefits the termination, denial or reduction applies to all similarly situated employees of the Company
and its Subsidiaries), any of which is not remedied by the Company within 10 calendar days after the
Company receives written notice from the Participant of the change, reduction or termination;
(E) Without the Participant’s prior written consent, the Company:
(I) Requires the Participant to change the Participant’s principal location of work to any
location that is in excess of 300 miles from the location immediately prior to the Change in
Control; or
(II) Requires the Participant to travel away from the Participant’s office in the course of
discharging the Participant’s responsibilities or duties at least 40% more (in terms of aggregate
days in any calendar year or in any calendar quarter when annualized for purposes of
comparison to any prior year) than the average number of travel days per calendar year that was
required of the Participant in the three full calendar years immediately prior to the Change in
Control;
(iv) Cause. The Participant’s employment will be considered terminated for Cause if prior to termination of the
Participant’s employment, the Board reasonably determines, based on a preponderance of the evidence
reasonably available to the Board as of the date the Board adopts the resolution described below, that the
Participant committed or engaged in:
(A) an intentional act of fraud, embezzlement or theft at a level that constitutes a felony in connection
with the Participant’s duties or in the course of the Participant’s employment with the Company or a
Subsidiary, whether or not the Participant is convicted or pleads guilty or nolo contender (no contest) to
any related criminal charges;
(B) Intentional wrongful damage to property of the Company or a Subsidiary;
(C) Intentional wrongful disclosure of secret processes or confidential information of the Company or
a Subsidiary;
(D) Intentional wrongful engagement in any Competitive Activity;
(E) Willful and continued failure by the Participant to substantially perform the Participant’s duties
with the Company that is not cured within 30 days after the Board delivers to the Participant a written
demand for substantial performance specifically identifying the Participant’s failure to perform; or