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DTE > SEC Filings for DTE > Form 8-K on 5-Mar-2014All Recent SEC Filings

Show all filings for DTE ENERGY CO

Form 8-K for DTE ENERGY CO


Change in Directors or Principal Officers, Financial Statements and Exhibits

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

On March 3, 2014, DTE Energy Company (the "Company") entered into Change-In-Control Severance Agreements with each of the following executive officers: Gerard M. Anderson, Steven E. Kurmas, David E. Meador, Peter B. Oleksiak, Gerardo Norcia and Bruce D. Peterson (each, an "Executive" and together, the "Executives"). A form of this Change-In-Control Severance Agreement is attached as Exhibit 10.1 to this Form 8-K (the "Agreement"). Each of the Agreements is effective as of March 3, 2014 and replaces previous Change-in-Control Severance Agreements between the Company and the Executives effective as of October 30, 2007 (the "Previous Agreements"). The description set forth below is qualified in its entirety by reference to the form of the Agreement attached hereto. Capitalized terms used herein are defined in the Agreement.

The Agreements are intended to provide continuity of management in the event there is a change-in-control of the Company and to align executive and shareholder interests in support of corporate transactions. The Company chose to replace the Previous Agreements in order to eliminate the excise tax gross-up provisions contained in the Previous Agreements. The terms of the Agreements remain unchanged from the terms of the Previous Agreements in all other respects.

For purposes of these Agreements, a change-in-control occurs if (i) we or our assets are acquired by another company or if we merge, consolidate, or reorganize with another company and less than 55% of the new or acquiring company's combined voting stock is held by holders of the voting stock of the Company immediately prior to the change-in-control transaction, (ii) a "person" becomes the beneficial owner of at least 20% of the Company's voting stock,
(iii) a majority of the Company's Board members change within a period of two consecutive years, (iv) the Company's shareholders approve a complete liquidation or dissolution of the Company, or (v) the Company executes, at the direction of the Board, one or more definitive agreements to engage in a transaction that will result in one of the events described in (i) through (iv).

The Agreements provide for severance compensation in the event that the Executive's employment is terminated (actually or constructively) within two years after a change-in-control of the Company. The severance compensation provided to an Executive following a qualifying termination is the same for all of the change-in-control events. The cash severance benefit is the sum of (i) a multiple of the Executive's base salary plus annual bonus, assuming target performance goals for such year would be met, plus (ii) a lump sum payment of the Executive's pro-rated annual bonus (reduced by any pro-rated annual bonus otherwise paid because of the Executive's termination). The multiple for the Executives is 200%. An additional amount is paid as consideration for the prohibition against engaging in any competitive activity for one year after termination that is imposed by the Agreements. The additional amount for the Executives is 100% of the Executive's base salary plus annual bonus, assuming target performance goals for such year would be met.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Form of Change-In-Control Severance Agreement dated as of March 3, 2014, between DTE Energy Company and each of Gerard M. Anderson, Steven E. Kurmas, David E. Meador, Peter B. Oleksiak, Gerardo Norcia
10.1 and Bruce D. Peterson.

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