Exhibit (10)(t)
 Officer Separation Agreement




---



##### 



Contents
 Article 1.
    
    Establishment, Term, and Purpose
    
    
    1Article 2.
    
    Definitions
    
    
    2Article 3.
    
    Severance Benefits
    
    
    5Article 4
    
    Notice of Termination; Resignation As Officer and Director
    
    
    7Article 5.
    
    Restrictive Covenants and Clawback
    
    
    7Article 6.
    
    Dispute Resolution and Notice
    
    
    10Article 7.
    
    Successors and Assignment
    
    
    11Article 8.
    
    Miscellaneous
    
    
    11Exhibit A
    
    General Release Agreement
    
    
    15i




---



##### 



Officer Separation Agreement
 
  
  Article 1. Establishment, Term, and Purpose
 th th th
 1




---



##### 



Article 2. Definitions
  2.1
    
    Affiliatehas the meaning set forth in Rule 12b-2 under of the Exchange Act.2.2
    
    Agreementmeans this agreement, including the whereas clauses and Exhibit A.2.3
    
    Base Annual Salarymeans the Officers full annual salary, whether or not any
portion thereof is paid on a deferred basis, at the Effective Date of Termination. It
does not include any incentive compensation in any form, bonuses of any type or any other
form of monetary or nonmonetary compensation other than salary.2.4
    
    Beneficiarymeans the persons or Entities designated by the Officer pursuant to
Section 8.5.2.5
    
    Benefit plan clawback provisionhas the meaning set forth in Section 5.1(g)
herein.2.6
    
    Boardmeans the Board of Directors of CMS Energy Corporation.2.7
    
    Causeis determined solely by the Committee in the exercise of good faith and
reasonable judgment, and means the occurrence of any one or more of the following:
 (a)
    
    The continued failure by the Officer to substantially perform his or
her duties of employment (other than any such failure resulting from the Officers
Disability), after a demand for substantial performance is delivered to the
Officer that identifies the manner in which the Committee believes that the
Officer has not substantially performed his or her duties, and the Officer has
failed to remedy the situation within a reasonable period of time specified by the
Committee which shall not be less than 30 days; or(b)
    
    The Officers (i) indictment for a felony or (ii) a conviction for a
misdemeanor involving fraud, embezzlement, theft, misappropriation or failure to
be truthful; or(c)
    
    The Officers (i) gross negligence, (ii) failure or refusal, on
request or demand by the Employer or any governmental authority, to provide
testimony to or cooperate with any governmental regulatory authority, or any other
similar non-cooperation by the Officer, (iii) willful engaging in misconduct
materially or demonstrably injurious to the business or reputation (by adverse
publicity or otherwise) of CMS Energy Corporation or its Affiliates, monetarily or
otherwise, or (iv) violation of a material provision of the Employers code of
conduct and code of ethics, including but not limited to violations of the
Employers policies relating to substance abuse and discrimination; or
 2




---



##### 



(d)
    
    The Officers breach of the terms of Article 5 herein.
  2.8
    
    Codemeans the United States Internal Revenue Code of 1986, as amended, and any
successors thereto.2.9
    
    Committeemeans the Compensation and Human Resources Committee of the Board or
any other committee appointed by the Board to perform the functions of the Compensation
and Human Resources Committee. The Committee is responsible for the administration of
this Agreement and shall interpret and apply the provisions of this Agreement.
Notwithstanding the above, the Committee may obtain and rely upon advice from
consultants, attorneys and advisors of its choice in making determinations concerning
this Agreement.2.10
    
    Direct Competitorhas the meaning set forth in Section 5.1(a) herein.2.11
    
    Disabilitymeans a determination by the insurer or third-party administrator
under an individual and/or group disability policy covering the Officer that the Officer
is totally and permanently disabled as defined in the policy, or if there is no such
coverage, then a disability that satisfies the requirements of total and permanent
disability under Section 22(e) of the Code.2.12
    
    Effective Datemeans the date of this Agreement set forth in the first paragraph
of this Agreement.2.13
    
    Effective Date of Terminationmeans the first day of any month following the date
on which a Qualifying Termination occurs, as provided under Section 2.21 herein, which
triggers the payment of Severance Benefits hereunder. Such first day of such month shall
be specified in the Notice of Termination If the Officer is otherwise eligible for
retirement, he or she may elect to retire on the Effective Date of Termination without
waiving Severance Benefits to which he or she may be entitled pursuant to this Agreement.2.14
    
    Employermeans the corporation named in the first paragraph of this Agreement as
the Employer.2.15
    
    Entitymeans any corporation, partnership, limited liability company, joint
venture, sole proprietorship or firm.2.16
    
    Exchange Actmeans the United States Securities Exchange Act of 1934, as amended.
 3




---



##### 



2.17
    
    Exempt Personhas the meaning set forth in Section 5.1(b) herein.2.18
    
    Notice of Terminationshall be provided for a Qualifying Termination and shall
mean a notice which shall provide a specific date (i) on which a Qualifying Termination
will occur and (ii) designated as the Effective Date of Termination.2.19
    
    Officermeans the individual named in the first paragraph of this Agreement.2.20
    
    Personshall have the meaning ascribed to such term in Section 3(a)(9) of the
Exchange Act and used in Sections 13(d) and 14(d) thereof, including a group as
provided in Section 13(d).2.21
    
    Qualifying Terminationmeans a termination (not involving death, Disability,
Retirement or Cause), pursuant to a Notice of Termination delivered to the Officer by
the Employer or pursuant to a request that the Officer submit a resignation as an officer
and employee (other than as provided for in Article 1 herein).2.22
    
    Releasemeans the signed release of claims and resignation of all positions as an
officer or director of the Employer and any company affiliated with Employer, which shall
be substantially in the form attached hereto as Exhibit A.2.23
    
    Section 409Ameans Section 409A of the Code and applicable Treasury Regulations,
and their successors.2.24
    
    SERPmeans the retirement plan applicable to the Officer and entitled
Supplemental Executive Retirement Plan for the Employees of CMS Energy/Consumers Energy
Company dated December 1, 2007, as amended or under the successor or replacement of such
retirement plan if it is no longer in effect. [For Officers covered under the defined
contribution supplemental executive retirement plan, the following definition shall be
used: means the retirement plan applicable to the Officer and entitled Defined
Contribution Supplemental Executive Retirement Plan dated December 1, 2007, as amended
or under the successor or replacement of such retirement plan if it is then no longer in
effect.].2.25
    
    Severance Benefitshas the meaning set forth in Article 3 herein.
 4




---



##### 



Article 3. Severance Benefits
 3.1
    
    Severance Benefits.
 (a)
    
    Right to Severance Benefits. The Officer shall be entitled to
receive from the Employer Severance Benefits, as described in Section 3.2 herein,
if a Qualifying Termination of the Officers employment satisfying the definition
contained in Section 2.21 has occurred. Benefits received by the Officer under
the pension plan and SERP (or any replacement or successor plans thereto) shall
not be used as an offset to the level of Severance Benefits owed to the Officer.
The Effective Date of Termination will be the date the Officer experiences a
separation from service with the service recipient, as those terms are defined
under Section 409A.(b)
    
    No Severance Benefits. The Officer shall not be entitled to receive
Severance Benefits under this Agreement if the Officers employment with the
Employer ends for reasons other than a Qualifying Termination.(c)
    
    Waiver and Release. The Officer shall sign and return to the Employer
a Release to be eligible for payment of Severance Benefits under Section 3.2
herein. Attached hereto as Exhibit A and incorporated by reference in this
Agreement is the form of release the Officer shall sign and return to qualify for
Severance Benefits under this Agreement. No payment will be made until the seven
(7) day right to revocation of the Release has elapsed.(d)
    
    No Duplication of Severance Benefits. If the Officer receives Severance
Benefits, any other severance benefits received by employees not covered by this
Agreement, if any, to which the Officer is entitled shall be reduced on a
dollar-for-dollar basis with respect to Severance Benefits paid pursuant to this
Agreement so that there is no duplication of severance benefits.
 3.2
    
    Description of Severance Benefits.In the event the Officer becomes entitled to
receive Severance Benefits as provided in
Section 3.1(a) herein, the Employer (subject to
Section 3.1(c)) shall provide the Officer with the following:
 (a)
    
    A lump-sum amount paid within thirty (30) calendar days following the
Effective Date of Termination equal to the sum of the Officers unpaid salary,
unreimbursed business expenses, and unreimbursed allowances owed to the Officer
through and including the Effective Date of Termination. In the event the Officer
is terminated following a performance year under the Officer Incentive
Compensation Plan but prior to the payment of a bonus for such year, the Officer
will not forfeit such bonus but shall receive any payment when the same is paid to
active employees. To the extent, if any, the Officer has elected to defer any
bonus, any payments due under this provision corresponding to the amount of the
deferral shall be paid or deferred in
 5




---



##### 



accordance with the terms elected by the Officer with respect to said plan under
which the bonus is deferred.(b)
    
    A lump-sum amount, paid within thirty (30) calendar days following
return of the signed Release (but not prior to the lapse of the seven (7) day
revocation period), which shall be provided not more than fifteen (15) days after
delivery to the Officer of a Notice of Termination, equal to [insert applicable
amount based upon salary grade from the following: for E-3 through E-7 1.50 times
Base Annual Salary; for E-8 and above 1.75 times Base Annual Salary].(c)
    
    The Officers termination of employment pursuant to the Notice of
Termination shall be treated as a resignation under the applicable bonus plan and
the Officer shall be entitled to consideration for a pro-rata bonus to the extent
provided for in the bonus plan.(d)
    
    Outstanding stock options and stock appreciation rights previously
granted by the Committee to the Officer pursuant to Article VI of the plan entitled
CMS Energy Corporation Performance Incentive Stock Plan, dated December 3, 1999,
as amended, or any replacement thereof, shall be treated in accordance with
applicable provisions of the plan. Restricted Stock awarded to the Officer shall
not be forfeited, but rather shall immediately vest and be paid out if subject
only to a time based vesting requirement, and otherwise shall continue to be
subject to any applicable performance based vesting requirement and shall be paid
out in the future in conformance therewith.(e)
    
    If the Officer is a participant in the SERP, the Officers retirement
benefits under the SERP will become fully vested as of the Effective Date of
Termination and shall not be subject to further vesting requirements or to any
forfeiture provisions.(f)
    
    For purposes of (1) the Officers retirement, (2) the SERP and (3)
benefits not expressly discussed in clauses (a) through (e) of this Section 3.2,
but which are available to the general employee population or available only to
officers and implemented with contracts with third parties, the benefit plan
descriptions covering all employees and the retirement plan and SERP plan
descriptions and contracts with third parties covering officers in place at the
time of the Effective Date of Termination control the Officers treatment under
those plans and contracts. All rights of the Officer to indemnification as an
officer or an employee will be determined under any applicable indemnification
policy in effect at the time the matter giving rise to the need for indemnification
is alleged to have occurred. For any other benefits only available to officers, if
those benefits are not expressly discussed in clauses (a) through (e) of this
Section 3.2, those benefits are terminated for the Officer as of the Effective Date
of Termination.
 6




---



##### 



Article 4. Notice of Termination; Resignation as Officer and Director
 4.1
    
    Any Qualifying Termination of the Officers employment shall be communicated by a
Notice of Termination which shall provide a specific date (i) on which a Qualifying
Termination has occurred or will occur, and (ii) that is designated as the Effective Date
of Termination.4.2
    
    On or before the Effective Date of Termination, the Officer shall submit to the
Employer his or her written resignation as (i) an officer of the Employer and of all
Affiliates and (ii) a member of the board of directors of the Employer and of all
Affiliates.
 Article 5. Restrictive Covenants and Clawback
 5.1
    
    The following shall apply after any termination (including without limitation due
to retirement, disability or resignation for any reason) of the Officers employment:
 (a)
    
    Noncompetition:During the term of employment and for a period of
twelve (12) months after the date of the termination of the Officers employment,
the Officer shall not: (i) directly or indirectly, separately or acting or
conspiring with any Person or Entity whether or not employed by CMS Energy
Corporation or any of its Affiliates, engage in or prepare to engage in or have a
financial or other interest in any business which is a Direct Competitor (as
defined below); or (ii) serve as an employee, agent, partner, member, shareholder,
director or consultant, or in any other capacity whatsoever participate, engage, or
have a financial or other interest in, any business which is a Direct Competitor;
provided, however, that notwithstanding anything to the contrary contained in this
Agreement, the Officer may own up to two percent (2%) of the outstanding shares of
the capital stock of an Entity whose shares are registered under Section 12 of the
Exchange Act.A Direct Competitor means an Entity engaged in the business of (1)(a) selling
electric power or natural gas at retail or wholesale within the State of Michigan,
or (b) selling electric power at wholesale within the market area in which an
electric generating plant owned by an Affiliate of CMS Enterprises Company is
located or (c) storing natural gas within the State of Michigan or (d) generating,
transmitting or distributing electricity or natural gas within the State of
Michigan, or (2) developing an electric generating plant within the State of
Michigan or a market area in which an electric generating plant owned by an
Affiliate of CMS Enterprises Company is located. A Direct Competitor also means
any Entity that the Committee designates as a Direct Competitor, prior to the
termination date specified in a Notice of Termination, that it believes, in good
faith, is a competitor to CMS Energy Corporation or its Affiliates.(b)
    
    Confidentiality.The Employer has advised the Officer and the Officer
acknowledges that it is the policy of CMS Energy Corporation and its Affiliates
 7




---



##### 



to maintain as secret and confidential all Protected Information (as defined
below), and that Protected Information has been and will be developed at
substantial cost and effort to CMS Energy Corporation and its Affiliates. The
Officer shall not at any time, directly or indirectly, divulge, furnish, or make
accessible to any person or Entity (other than as may be required in the regular
course of the Officers employment), nor use in any manner, either during the term
of employment or after termination, for any reason, any Protected Information, or
cause any such information of CMS Energy Corporation and its Affiliates to enter
the public domain.Protected Information means trade secrets, confidential and proprietary business
information of CMS Energy Corporation and its Affiliates and any other information
of CMS Energy Corporation and its Affiliates, including, but not limited to,
customer lists (including potential customers), sources of supply, processes,
plans, materials, pricing information, internal memoranda, marketing plans,
internal policies, and products and services which may be developed from time to
time by CMS Energy Corporation and its Affiliates and their agents or employees,
including the Officer; provided, however, that information that is in the public
domain (other than as a result of a breach of this Agreement), approved for
release by CMS Energy Corporation or its Affiliates or lawfully obtained from
third parties who are not bound by a confidentiality agreement with CMS Energy
Corporation or its Affiliates, is not Protected Information. Notwithstanding the
foregoing, nothing in this subsection is to be construed as prohibiting the
Officer from providing information to a state or federal agency, legislative body
or one of its committees or a court with jurisdiction when the Officer is legally
required to do so, provided that promptly after being notified of such requirement
the Officer notifies the Employer, or from disclosing Protected Information to the
Officers spouse, attorney and/or his or her personal tax and financial advisors
as reasonably necessary or appropriate to advance the Officers tax, financial and
other personal planning (each an Exempt Person), provided, however, that any
disclosure or use (beyond the specific purpose for which it was released to such
Exempt Person) of Protected Information by an Exempt Person shall be deemed to be
a breach of this Section 5.1(b) by the Officer.(c)
    
    Nonsolicitation.During the term of employment and for a period of
twelve (12) months after the date of the termination of the Officers employment,
the Officer shall not: (i) employ or retain or solicit for employment or arrange to
have any other person or Entity employ or retain or solicit for employment or
otherwise participate in the employment or retention of any person who (x) is an
employee or consultant of CMS Energy Corporation or its Affiliates or (y) was an
employee or consultant of CMS Energy Corporation or its Affiliates at any time
during the twelve (12) month period immediately preceding the date of the
occurrence of the activity described in clause (i); or (ii) solicit suppliers or
customers of CMS Energy Corporation or its Affiliates or induce any such person to
terminate their relationship with them.
 8




---



##### 



(d)
    
    Cooperation. The Officer shall fully and unconditionally cooperate with
CMS Energy Corporation and its Affiliates and their attorneys in connection with
any and all lawsuits, claims, investigations, or similar proceedings that have been
or could be asserted at any time arising out of or related in any way to the
Officers employment or activities on behalf of CMS Energy Corporation and its
Affiliates.(e)
    
    Nondisparagement.The provisions of this Section 5.1(e) apply at all
times following the termination of the Officers employment for any reason: The
Officer shall not disparage CMS Energy Corporation or its Affiliates or their
officers and/or directors, or otherwise make comments harmful to their reputations.
The Officer further shall not testify or act in any capacity as a paid or unpaid
expert witness, advisor or consultant or otherwise on behalf of any person, or
Entity that has or may have any claim, demand, action, suit, cause of action, or
judgment against CMS Energy Corporation or its Affiliates, or in any regulatory
agency proceeding in a manner adverse to their interests. The executive officers
and directors of CMS Energy Corporation and its Affiliates shall not disparage the
Officer or otherwise make comments harmful to the Officers reputation.
Notwithstanding the foregoing, nothing in this Section 5.1(e) prohibits the Officer
or representatives of CMS Energy Corporation or its Affiliates from testifying
truthfully under oath in any judicial, administrative or legislative proceedings or
in any arbitration, mediation or other similar proceedings where his or her
testimony has been legally compelled or pursuant to Section 6.1 herein.(f)
    
    Return of the Employer Property. The Officer agrees that upon
termination of employment he or she shall return all property of the Employer or
any Affiliate now in his or her possession.(g)
    
    Clawback Relating to Illegal Acts or Restatement of Corporations
Financial Statements. If, due to a restatement of CMS Energy Corporations or an
Affiliates publicly disclosed financial statements or otherwise, the Officer is
subject to an obligation to make a repayment to CMS Energy Corporation or an
Affiliate pursuant to a clawback provision contained in a SERP Plan, the PISP, a
bonus plan or other benefit plan (a benefit plan clawback provision) of CMS
Energy Corporation or its Affiliate, it shall be a precondition to the obligation
of Employer to make any payment under this Agreement, that the Officer fully repay
to CMS Energy Corporation or its Affiliate any amounts owing under such benefit
plan clawback provision. The payments under this Agreement are further subject to
any provision of law which may require the Officer to forfeit or repay any benefits
provided hereunder that are based upon a bonus or incentive compensation, or equity
compensation, in the event of a restatement of CMS Energy Corporations or an
Affiliates publicly disclosed accounting statements or other illegal act, whether
required by Section 304 of the Sarbanes-Oxley Act of 2002, federal securities law
(including any rule or regulation promulgated by the Securities and Exchange
Commission), any state
 9




---



##### 



law, or any rule or regulation promulgated by the applicable listing exchange or
system on which CMS Energy Corporation or an Affiliate lists its traded shares.
To the degree any benefits hereunder are not otherwise forfeitable pursuant to the
preceding sentences of this Section 5.1(g), the Board or Committee may require the
Officer to repay to Employer any amounts paid under this Agreement that are
computed on the basis of an actual bonus under a bonus plan applicable to the
Officer, if the Board or Committee determines, on the basis of the clawback
provisions in the bonus plan under which such bonus payments are made, that the
Officer would have been required to make a repayment of such bonus. The rights
set forth in this Agreement concerning the right of CMS Energy Corporation, an
Affiliate and/or Employer to a clawback are in addition to any other rights to
recovery or damages available at law or equity and are not a limitation of such
rights.
 (h)
    
    Enforcement. The parties to this Agreement acknowledge that the
services of the Officer are unique and extraordinary and that a breach of any
provision of this Section 5.1 will cause irreparable harm to the Employer.
Accordingly, the Officer agrees that notwithstanding the provisions of Section 6.1
herein, the Employer has the right to seek to enforce the noncompete and other
restrictive covenants contained in this Section 5.1 in a court of law or equity and
the Officer hereby consents to the imposition of an injunction or a temporary
restraining order or such other equitable relief as necessary to protect the rights
of the Employer under this Agreement.
 Article 6. Dispute Resolution and Notice
 6.1
    
    Dispute Resolution.Any dispute or controversy between the Officer and the Employer
arising under or in connection with this Agreement (other than Article 5 of this Agreement)
shall first be submitted in writing to the Committee for attempted resolution. If such
submission does not result in mutually agreeable resolution within sixty (60) days thereof,
such dispute or controversy shall be settled by final and binding arbitration. Such
arbitration shall be conducted before a single arbitrator selected by the parties to be
conducted in Jackson, Michigan. The arbitration will be conducted in accordance with the
rules of the American Arbitration Association then in effect and be finished within ninety
(90) days after the selection of the arbitrator, and if the Officer and the Employer are
unable to agree within thirty (30) days on such a single arbitrator, such Association shall
select such arbitrator. The arbitrator shall not have authority to fashion a remedy that
includes consequential, exemplary or punitive damages of any type whatsoever, and the
arbitrator is hereby prohibited from awarding injunctive relief of any kind, whether
mandatory or prohibitory. Judgment may be entered on the award of the arbitrator in any
court having competent jurisdiction. The Officer and the Employer shall share equally the
cost of the arbitrator and of conducting the arbitration proceeding, but each party shall
bear the cost of its own legal counsel and experts and other out-of-pocket expenditures.
Notwithstanding the foregoing, the Officer and the Employer acknowledge that the
enforcement of the Employers rights under Article 5 herein are unique and agree that the
Employer is not limited to the remedy of
 10




---



##### 



arbitration but may elect the remedy of its choice including filing suit in a court of law
or equity and the Officer agrees that the Employer has the right to obtain an injunction
and/or a temporary restraining order to protect its rights.6.2
    
    Notice.Any notices, requests, demands, or other communications provided for by this
Agreement shall be in writing and sent by registered or certified mail to the Officer at
the address set forth beneath his or her signature on the last page of this Agreement or,
to the Employer, at One Energy Plaza, Jackson, Michigan 49201, Attention: Corporate
Secretary. Notices, requests, demands or other communications may also be delivered by
messenger, courier service or other electronic means and are sufficient if actually
received by the party for whom it is intended.
 Article 7. Successors and Assignment
 7.1
    
    Successors.Any successor (whether direct or indirect, by purchase, merger,
reorganization, consolidation, acquisition of property or stock, liquidation, or
otherwise) to the business of CMS Energy Corporation or purchaser of all or substantially
all of the assets of CMS Energy Corporation shall be required to expressly assume and
agree to perform under this Agreement in the same manner and to the same extent that the
Employer would be required to perform if no such succession had taken place. This
Agreement shall be binding upon any successor in accordance with the operation of law.7.2
    
    Assignment by the Officer.This Agreement shall inure to the benefit of and be
enforceable by the Officers personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees, and legatees. If the Officer
dies while any amount would still be payable to him or her hereunder had he or she
continued to live, all such amounts, unless otherwise provided herein, shall be paid in
accordance with the terms of this Agreement to the Officers Beneficiary. If the Officer
has not named a Beneficiary, then such amounts shall be paid to the Officers devisee,
legatee, or other designee, or if there is no such designee, to the Officers estate.
 Article 8. Miscellaneous
 8.1
    
    Employment Status.The employment of the Officer by the Employer is at will and,
subject to the Officers rights pursuant to this Agreement or any separate written change
in control agreement entered into by the Officer and CMS Energy Corporation/or the
Employer, may be terminated by either the Officer or the Employer at any time, subject to
applicable law. Further, the Officer has no right to be an officer of CMS Energy
Corporation or any of its Affiliates and serves as an officer entirely at the discretion
of the Board.8.2
    
    Entire Agreement.This Agreement supersedes any prior agreements or understandings,
oral or written, between the parties hereto, with respect to the subject
 11




---



##### 



matter hereof, and this Agreement (including the whereas clauses and Exhibit A)
constitutes the entire agreement of the parties with respect thereto. Without limiting
the generality of the foregoing sentence, this Agreement completely supersedes, cancels,
voids and renders of no further force and effect any and all other employment agreements,
and other similar agreements, communications, representations, promises, covenants and
arrangements, whether oral or written, between the Employer and the Officer and between
the Officer and CMS Energy Corporation or any of its Affiliates that may have taken place
or been executed prior to the Effective Date and which may address the subject matters
contained herein. Notwithstanding the above, this Agreement is supplemental to and does
not replace any written separation agreement entered into between the parties that is
contingent on a change in control, and if change in control benefits under the separate
agreement that are contingent on a change in control, as defined in the separate written
change in control agreement, are paid or payable to the Officer, then this Agreement
shall be void, null and of no effect, and no Severance Benefits shall be paid hereunder.
 8.3
    
    Severability.In the event that any provision or portion of this Agreement shall be
determined to be invalid or unenforceable for any reason, the remaining provisions of
this Agreement shall be unaffected thereby and shall remain in full force and effect, and
the parties shall negotiate in good faith to accomplish the purposes and amend this
Agreement so as, to the extent possible under the law, to carry out the original intent
of the provision or portion determined to be invalid or unenforceable.8.4
    
    Tax.The Employer may withhold from any benefits payable under this Agreement any
authorized deductions and all federal, state, city, or other taxes as may be required
pursuant to any law or governmental regulation or ruling. Notwithstanding anything
contained in this Agreement to the contrary, if the Executive is a specified employee
(determined in accordance with Section 409A and Treasury Regulation Section
1.409A-3(i)(2)) as of the Effective Date of Termination, and if any payment, benefit or
entitlement provided for in this Agreement or otherwise both (i) constitutes a deferral
of compensation within the meaning of Section 409A and (ii) cannot be paid or provided
in a manner otherwise provided herein or otherwise without subjecting the Executive to
additional tax, interest and/or penalties under Section 409A, then any such payment,
benefit or entitlement that is payable during the first 6 months following the Effective
Date of Termination shall be paid or provided to the Executive in a lump sum cash payment
to be made on the earlier of (x) the Executives death or (y) the first day that is more
than six (6) months immediately following the Effective Date of Termination (or, if
different, the date that qualifies as a separation from service (as such term is used
under Section 409A)). Each payment to be made under this Agreement shall be treated as a
separate payment for purposes of Section 409A. Notwithstanding anything contained in
this Agreement to the contrary, the Employer shall have the unilateral right to amend
this Agreement at any time for the sole purpose of complying with Section 409A.
 12




---



##### 



8.5
    
    Beneficiaries.The Officer may designate one (1) or more persons or Entities as the
primary and/or contingent beneficiaries of any amounts to be received under this
Agreement. Such designation must be in the form of a signed writing on a form provided
by the Employer. The Officer may make or change such designation at any time.8.6
    
    Payment Obligation Absolute.Except as otherwise provided in this Agreement and as
provided in the last sentence of this paragraph, the Employers and CMS Energy
Corporations obligations to make the payments and provide the benefits to the Officer
specified herein shall be absolute and unconditional, and shall not be affected by any
circumstances, including, without limitation, any offset, counterclaim, defense, or other
right which the Employer, CMS Energy Corporation or any of its Affiliates may have
against the Officer or anyone else. Except as otherwise provided in this Agreement, all
amounts payable by the Employer hereunder shall be paid without notice or demand. Each
and every payment made hereunder by the Employer shall be final, but subject to the
provisions of the next sentence. If the Officer should seek to litigate this Agreement
or the subject matters addressed herein in a state or federal court, subject to the
requirements of Section 409A, to the extent applicable, (i) the Officer at least ten (10)
days prior to filing in court shall tender back to the Employer all cash consideration
paid to the Officer under this Agreement prior thereto and (ii) any payments then or
thereafter due to the Officer under this Agreement shall be withheld until said
litigation is finally resolved.The Officer shall not be obligated to seek other employment in mitigation of the amounts
payable or arrangements made under any provision of this Agreement, and the obtaining of
any such other employment, provided such other employment is not a violation of the
provisions of Article 5 herein, shall in no event effect any reduction of the Employers
obligations to make the payments and arrangements required to be made under this
Agreement.8.7
    
    Contractual Rights to Benefits.Subject to approval and ratification by the
Committee, this Agreement establishes and vests in the Officer a contractual right to the
benefits to which he or she is entitled hereunder. However, nothing herein contained
shall require or be deemed to require, or prohibit or be deemed to prohibit, the Employer
to segregate, earmark, or otherwise set aside any funds or other assets, in trust or
otherwise, to provide for any payments to be made or required hereunder.8.8
    
    Modification.Except as otherwise provided in this Agreement, this Agreement shall
not be varied, altered, modified, canceled, changed, or in any way amended except by
mutual agreement of the parties in a written instrument executed by the parties hereto or
their legal representatives, provided however, that the consent of the Employer shall
only be given with the prior approval of the Committee and no person acting on behalf of
the Employer, or purporting to do so, shall have any authority to do so without such
prior approval.
 13




---



##### 



8.9
    
    Counterparts and Headings.This Agreement may be executed in one (1) or more
counterparts, each of which shall be deemed to be an original, but all of which together
will constitute one and the same Agreement. Signatures transmitted via facsimile shall
be regarded by the parties as original signatures. The headings of the various sections
and subsections of this Agreement shall not limit or affect the terms and provisions of
the Agreement.8.10
    
    Representation. Each of the Officer and the Employer represents and warrants that
this Agreement is a legal, valid and binding agreement, enforceable in accordance with
its terms and does not conflict with any other agreement to which he, she or it is a
party. The Officer acknowledges that he or she has had an opportunity to consult with
his or her legal and financial advisors before executing and delivering this Agreement,
and has read and understands this Agreement.8.11
    
    Applicable Law.This Agreement shall be governed and construed in accordance with
the laws of the State of Michigan, without regard to its conflicts of laws principles.
 
 CMS ENERGY CORPORATION or Employer
    
    
    
    OFFICER:By:
    
    
    
    
    
    Signature:Its:
    
    
    
    
    
    Printed Name:Address:
 14




---



##### 



EXHIBIT A
 GENERAL RELEASE AGREEMENT
 General Release Agreement
 WHEREAS
 WHEREAS
 WHEREAS
 NOW THEREFORE
 1. MONETARY AND OTHER CONSIDERATION
  2. RETURN OF COMPANY PROPERTY
  3. GENERAL RELEASE AND DISCHARGE BY OFFICER
  15




---



##### 



4. REVOCATION OF RELEASE BY OFFICER
 
 16




---



##### 



5. GOVERNING LAW AND SEVERABILITY OF INVALID PROVISIONS
  6. FULL UNDERSTANDING AND VOLUNTARY ACCEPTANCE
  7. DISPUTE RESOLUTION
  8. MODIFICATION
  9. COUNTERPARTS AND HEADINGS
  17




---



##### 



[OFFICERS NAME][EMPLOYERS NAME]By:Its:
 18




---



##### 



ATTACHMENT A
 19