DTE Energy 2015 Annual Report Download - page 162

(determined without regard to any deferral election) and annual vesting of equity compensation, in addition to
Base Pay, under any bonus, incentive, profit-sharing, performance, discretionary pay or similar agreement,
policy, plan, program or arrangement (whether or not funded) of the Company or a Subsidiary, or any
successor, providing economic value on an aggregate basis at least as favorable to the Participant, in terms of the
amount of benefits, levels of coverage and performance measures and levels of required performance, as the
benefits payable prior to the Change in Control.
(vii) Base Pay. Base Pay is the Participant’s annual base salary (prior to any pre-tax deferrals made under any
employee benefit plans of the Company) in effect immediately prior to the Change in Control or immediately
prior to the Participant’s Change in Control Termination, if higher.
2. Article 12.02 is amended to read as follows:
12.02 Conversion of Outstanding Awards
(a) Continuation of Plan
If the Change in Control is described in Section 2.06(a) or (b) and the Surviving Entity or Acquiring Entity is a
corporation with common stock publicly traded on an established U.S. stock exchange, the Board may enter into an
agreement with the Surviving Entity or Acquiring Entity for the Surviving Entity or Acquiring Entity to adopt and
maintain the Plan and to adopt and maintain all outstanding Award Agreements under the existing terms of the
Agreement. Equitable adjustments will be made to all outstanding Award Agreements to reflect the Fair Market Value
of the Common Stock as of the day before the Control Change Date and to substitute Common Stock subject to
Agreements with comparable common stock of the Surviving Entity or Acquiring Entity.
(b) Substitution of Plan
If the Change in Control is described in Section 2.06(a) or (b) and the Surviving Entity or Acquiring Entity is a
corporation with common stock publicly traded on an established U.S. stock exchange, the Board may enter into an
agreement with the Surviving Entity or Acquiring Entity for the Surviving Entity or Acquiring Entity to adopt a
comparable equity compensation plan and grant new Awards under that plan in substitution for outstanding Awards
under this Plan. The fair market value of the common stock of the Surviving Entity or Acquiring Entity subject to the
substituted Awards will not be less than the Fair Market Value of the Common Stock subject to outstanding Awards
under this Plan as of the day before the Control Change Date.
3. Article 12.03 is amended to read as follows:
12.03 Settlement of Awards
(a) Options
(i) If outstanding Options under this Plan are not continued under Section 12.02(a) and are not substituted
under Section 12.02(b) and the Options become exercisable under Section 12.01(a)(i), each Participant with an
outstanding Option will be paid, for each share of Common Stock for which the Participant holds an
outstanding Option, the excess, if any, of the Fair Market Value of the Common Stock as of the day before the
Control Change Date over the exercise price of the Option.
(ii) If outstanding Options under this Plan are continued under Section 12.02(a) or substituted under Section
12.02(b), and the Options become exercisable under Section 12.01(b)(i)(B), the Participant will be paid, for
each share of substituted common stock for which the Participant holds an outstanding Option, the excess, if
any, of the Fair Market Value of the substituted common stock as of the day before the Participant’s Change in
Control Termination over the exercise price of the Option.
(b) Stock Awards
(i) If outstanding Stock Awards under this Plan are not continued under Section 12.02(a) and are not
substituted under Section 12.02(b) and the Stock Awards become transferable and non-forfeitable under Section
12.01(a)(ii), each Participant with a Stock Award will be paid, for each share of Common Stock subject to an
outstanding Stock Award, the Fair Market Value of the Common Stock as of the day before the Control
Change Date.