DTE Energy 2015 Annual Report Download - page 163

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(ii) If outstanding Stock Awards under this Plan are continued under Section 12.02(a) or substituted under
Section 12.02(b), and the Stock Awards become transferable and non-forfeitable under Section 12.01(b)(ii)(B),
the Participant will be paid, for each share of substituted common stock subject to an outstanding Stock Award,
the Fair Market Value of the substituted common stock as of the day before the Participant’s Change in Control
Termination.
(c) Performance Shares
(i) If outstanding Performance Share Awards under this Plan are not continued under Section 12.02(a) and are
not substituted under Section 12.02(b) and the Performance Share Awards become earned under Section
12.01(a)(iii), an award is based only on criteria other than Performance Objectives (such as continued service) is
earned in full. The amount of a Performance Share Award based on Performance Objectives earned is the
greater of the amount that would have been payable on attainment of:
(A) target levels of performance; or
(B) actual levels of performance,
using performance through the Control Change Date for purposes of determining actual levels of performance.
Performance Shares will be settled in cash based on the Fair Market Value of the Common Stock as of the day
before the Control Change Date.
(ii) If outstanding Performance Share Awards under this Plan are continued under Section 12.02(a) or
substituted under Section 12.02(b) and the Performance Share Awards become earned under Section 12.01(b)
(iii)(B), an award is based only on criteria other than Performance Objectives (such as continued service) is
earned in full. The amount of a Performance Share Award based on Performance Objectives earned is the
greater of the amount that would have been payable on attainment of:
(A) target levels of performance; or
(B) actual levels of performance,
using performance through the date of the Participant’s Change in Control Termination for purposes of
determining actual levels of performance. Performance Shares will be settled in cash based on the Fair Market
Value of the substituted common stock as of the day before the Participant’s Change in Control Termination.
(d) Performance Units
(i) If outstanding Performance Unit Awards under this Plan are not continued under Section 12.02(a) and are
not substituted under Section 12.02(b) and the Performance Unit Awards become earned under Section
12.01(a)(iv), the amount earned with respect to each award of Performance Units is the greater of the amount
that would have been payable on attainment of:
(A) target levels of performance; or
(B) actual levels of performance,
using performance through the Control Change Date for purposes of determining actual levels of performance.
Performance Units will be settled in cash based on the Fair Market Value of the Common Stock as of the day
before the Control Change Date.
(ii) If outstanding Performance Unit Awards under this Plan are continued under Section 12.02(a) or
substituted under Section 12.02(b) and the Performance Unit Awards become earned under Section 12.01(b)(iv)
(B), the amount earned with respect to each award of Performance Units is the greater of the amount that would
have been payable on attainment of:
(A) target levels of performance; or
(B) actual levels of performance,