Exhibit (10)(f)**Officer Severance Agreement****Tier II**
 

 
**Contents**        Article 1. Establishment, Term, and Purpose  1 Article 2. Definitions  2 Article 3. Severance Benefits  7 Article 4. Other Terminations  13 Article 5. Noncompetition and Confidentiality  13 Article 6. Excise Tax Equalization Payment  15 Article 7. Dispute Resolution and Notice  16 Article 8. Successors and Assignment  17 Article 9. Miscellaneous  18 
 

 
**Officer Severance Agreement**     THIS OFFICER SEVERANCE AGREEMENT (“Agreement”) is made, entered into, and is effective as of                                         ,2004 (hereinafter referred to as the “Effective Date”), by and between                                         , a Michigan corporation,(hereinafter referred to as the “Employer”) and                                          (hereinafter referred to as the “Officer”).     WHEREAS, the Board of Directors of CMS Energy Corporation has approved entering into severanceagreements with certain key officers as being necessary and advisable for the success of CMS EnergyCorporation;     WHEREAS, the Officer is currently employed at                                         , by the Employer in a key management positionas                                                                                 ;     WHEREAS, the Board of Directors of CMS Energy Corporation wants to provide the Officer with ameasure of financial security in the event of certain terminations of employment; and     WHEREAS, both the Employer and the Officer are desirous that any proposal involving Change inControl as defined in this Agreement will be considered by the Officer objectively and withreference only to the business interests of CMS Energy Corporation and its shareholders.     NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreementsof the parties set forth in this Agreement and of other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the parties hereto, intended to belegally bound, agree as follows:**Article 1. Establishment, Term, and Purpose**     This Agreement will commence on the Effective Date and shall continue in effect for two (2)full years through March ___, 2006. However, at the end of such two (2) year period and, ifextended, at the end of each additional year thereafter, the term of this Agreement shall beextended automatically for one (1) additional year, unless the Committee delivers written noticesix (6) months prior to the end of such term, or extended term, to the Officer, stating that theAgreement will not be extended. In such case, the Agreement will terminate at the end of the term,or extended term, then in progress. However, in the event of a Change in Control (as defined inSection 2.7 herein) of CMS Energy Corporation, the term of this Agreement shall automatically beextended for two (2) years from the date of the Change in Control if the current term of theAgreement has less than two (2) full years remaining until its expiration. If the term of thisagreement is not extended, the Employer is not obligated to pay any severance benefits underSection 3.2 for a Change in Control that happens after the expiration of the term and is notobligated to pay any severance benefits under Section 3.3 with respect to any other terminationthat happens after the expiration of the term.
 

 
**Article 2. Definitions**     Whenever used in this Agreement, the following terms shall have the meanings set forth belowand, when the meaning is intended, the initial letter of the word is capitalized. **2.1** **“Affiliate”**shall have the meaning set forth in Rule 12B-2 promulgated underSection 12 of the Exchange Act.  **2.2** **“Base Salary”**means the greater of the Officer’s full annual rate of salary,whether or not any portion thereof is paid on a deferred basis, at: (i) the EffectiveDate of Termination, or (ii) at the date of the Change in Control. It does not includeany incentive compensation in any form, bonuses of any type or any other form of monetaryor nonmonetary compensation other than salary.  **2.3** **“Beneficial Owner”**shall have the meaning ascribed to such term in Rule 13d-3 ofthe General Rules and Regulations under the Exchange Act.  **2.4** **“Beneficiary”**means the persons or entities designated or deemed designated by theOfficer pursuant to Section 9.5 herein.  **2.5** **“Board”**means the Board of Directors of CMS Energy Corporation.  **2.6** **“Cause”**shall be determined solely by the Committee in the exercise of good faithand reasonable judgment, and shall mean the occurrence of any one or more of thefollowing: (a) The willful and continued failure by the Officer to substantiallyperform his or her duties of employment (other than any such failure resulting fromthe Officer’s Disability), after a written demand for substantial performance isdelivered to the Officer that specifically identifies the manner in which theCommittee believes that the Officer has not substantially performed his or herduties, and the Officer has failed to remedy the situation within a reasonableperiod of time specified by the Committee which shall not be less than 30 days; or  (b) The Officer’s arrest for committing an act of fraud, embezzlement,theft, or other act constituting a felony involving moral turpitude; or  (c) The willful engaging by the Officer in misconduct materially anddemonstrably injurious to CMS Energy Corporation or its Affiliates, monetarily orotherwise.However, for purposes of clauses (a) and (c), no act or failure to act on the Officer’spart shall be considered “willful” unless done, or omitted to be done, by the Officer
 

 
not in good faith and without reasonable belief that his or her action or omission wasin the best interest of CMS Energy Corporation or its Affiliates. **2.7** **“Change in Control”**means a change in control of CMS Energy Corporation, and shallbe deemed to have occurred upon the first to occur of any of the following events: (a) Any Person is or becomes the Beneficial Owner, directly or indirectly,of securities of CMS Energy Corporation (not including in the securitiesbeneficially owned by such Person any securities acquired directly from CMS EnergyCorporation or its Affiliates) representing twenty-five percent (25%) or more ofthe combined voting power of CMS Energy Corporation’s then outstanding securities,excluding any Person who becomes such a Beneficial Owner in connection with atransaction described in clause (i) of paragraph (c) below; or  (b) The following individuals cease for any reason to constitute amajority of directors then serving: individuals who, on the Effective Date,constitute the Board and any new director (other than a director whose initialassumption of office is in connection with an actual or threatened electioncontest, including but not limited to a consent solicitation, relating to theelection of directors of CMS Energy Corporation) whose appointment or election bythe Board or nomination for election by CMS Energy Corporation’s stockholders wasapproved or recommended by a vote of at least two-thirds (2/3) of the directorsthen still in office who either were directors on the Effective Date or whoseappointment, election or nomination for election was previously so approved orrecommended; or  (c) The consummation of a merger or consolidation of CMS Energy Corporationor any direct or indirect subsidiary of CMS Energy Corporation with any othercorporation or other entity, other than: (i) any such merger or consolidation whichinvolves either CMS Energy Corporation or any such subsidiary and would result inthe voting securities of CMS Energy Corporation outstanding immediately priorthereto continuing to represent (either by remaining outstanding or by beingconverted into voting securities of the surviving entity or any parent thereof)**,**incombination with the ownership of any trustee or other fiduciary holding securitiesunder an employee benefit plan of CMS Energy Corporation or its Affiliates, atleast sixty percent (60%) of the combined voting power of the voting securities ofCMS Energy Corporation or the surviving entity or any parent thereof outstandingimmediately after such merger or consolidation and immediately following which theindividuals who comprise the Board immediately prior thereto constitute at least amajority of the board of directors of CMS Energy Corporation, the entity survivingsuch merger or consolidation or, if CMS Energy Corporation or the entity survivingsuch merger is then a subsidiary, the ultimate parent thereof; or (ii) a merger orconsolidation effected to implement a recapitalization of CMS Energy Corporation(or similar transaction) in which
 

 
   no Person is or becomes the Beneficial Owner, directly or indirectly, ofsecurities of CMS Energy Corporation (not including in the securitiesbeneficially owned by such Person any securities acquired directly from CMSEnergy Corporation or its Affiliates) representing twenty-five percent (25%) ormore of the combined voting power of CMS Energy Corporation’s then outstandingsecurities; or  (d) Either (1) the stockholders of CMS Energy Corporation approve a plan ofcomplete liquidation or dissolution of CMS Energy Corporation, or (2) there isconsummated an agreement for the sale, transfer or disposition by CMS EnergyCorporation of all or substantially all of CMS Energy Corporation’s assets (or anytransaction having a similar effect). For purposes of clause (d)(2), (i) the sale,transfer or disposition of a majority of the shares of common stock of ConsumersEnergy Company shall constitute a sale, transfer or disposition of substantiallyall of the assets of CMS Energy Corporation and (ii) the sale, transfer ordisposition of subsidiaries or affiliates of CMS Energy Corporation, singly or incombinations, or their assets, only qualifies as a Change in Control if itsatisfies the substantiality test contained in that clause and the Board of CMSEnergy Corporation’s determination in that regard is final. In addition, forpurposes of clause (d)(2), the sale, transfer or disposition of assets has to be ina transaction or series of transactions closing within six months after the closingof the first transaction in the series, other than with an entity in which at least60% of the combined voting power of the voting securities is owned by stockholdersof CMS Energy Corporation in substantially the same proportions as their ownershipof CMS Energy Corporation immediately prior to such transaction or transactions andimmediately following which the individuals who comprise the Board immediatelyprior thereto constitute at least a majority of the board of directors of theentity to which such assets are sold, transferred or disposed or, if such entity isa subsidiary, the ultimate parent thereof.Notwithstanding the foregoing clauses (a), (c) and (d), a “Change in Control” shall notbe deemed to have occurred by virtue of the consummation of any transaction or seriesof integrated transactions closing within six months after the closing of the firsttransaction in the series immediately following which the record holders of the commonstock of CMS Energy Corporation immediately prior to such transaction or series oftransactions continue to have substantially the same proportionate ownership in anentity which owns all or substantially all of the assets of CMS Energy Corporationimmediately following such transaction or series of transactions. **2.8** **“Code”**means the United States Internal Revenue Code of 1986, as amended, and anysuccessors thereto.  **2.9** **“Committee”**means the Organization and Compensation Committee of the Board of CMSEnergy Corporation or any other committee appointed by the Board of CMS EnergyCorporation to perform the functions of the Organization and Compensation
 

 
   Committee.  **2.10** **“Disability”**means for all purposes of this Agreement, the incapacity of theOfficer, due to injury, illness, disease, or bodily or mental infirmity, which causesthe Officer not to engage in the performance of a substantial or material portion of theOfficer’s usual duties of employment associated with such Officer’s position. SuchDisability shall be determined based on competent medical advice.  **2.11** **“Effective Date”**means the date of this Agreement as specified in the openingsentence of this Agreement.  **2.12** **“Effective Date of Termination”**means the date on which a Qualifying Terminationoccurs, as provided under Section 2.17 hereunder, which triggers the payment ofSeverance Benefits hereunder.  **2.13** **“Exchange Act”**means the United States Securities Exchange Act of 1934, asamended.  **2.14** **“Good Reason”**exists only on the date of a Change in Control or during thetwenty-four (24) months which follow a Change in Control and shall mean, without theOfficer’s express written consent, the occurrence of any one or more of the following: (a) The assignment to the Officer of duties materially inconsistent withthe Officer’s position (including status, offices, titles, and reportingrequirements), authority, or responsibilities as in effect on the Effective, orany action by the Employer which results in a diminution of the Officer’sposition, authority, duties, or responsibilities as constituted as of theEffective Date (excluding an isolated, insubstantial, and inadvertent action whichis remedied by the Employer promptly after receipt of notice thereof given by theOfficer); or  (b) Reducing the Officer’s Base Salary; or  (c) Reducing the Officer’s targeted annual incentive opportunity; or  (d) Failing to maintain the Officer’s participation in a long-termincentive plan in a manner that is consistent with the Officer’s position,authority, or responsibilities; or  (e) Failing to maintain the Officer’s amount of benefits under orrelative level of participation in employee benefit or retirement plans, policies,practices, or arrangements of a material nature available to employees of CMSEnergy Corporation and its Affiliates and in which the Officer participates as ofthe Effective Date; or  (f) A material breach of this Agreement by the Employer which is notremedied
 

 
   by the Employer within ten (10) business days of receipt of written notice ofsuch breach delivered by the Officer to the Committee; or  (g) Any successor company fails or refuses to assume the obligations owedto Officer under this Agreement in their entirety, as required by Section 8.1hereunder; or  (h) The Officer is required to be based at a location in excess ofthirty-five (35) miles from the location of the Officer’s principal job locationor office immediately prior to a Change in Control except for required travel onthe Employer’s or CMS Energy Corporation’s business to an extent substantiallyconsistent with the Officer’s prior business travel obligations; or  (i) The Officer ceases being an officer of a company (other than byreason of death, Disability or Cause) whose common stock is publicly owned ifimmediately prior to the Change in Control the Officer was an officer of a companywhose common stock was publicly owned.For purposes of applying clauses (a) through (i) of this Agreement, the Officer’sRetirement shall not constitute a waiver of the Officer’s rights with respect to anycircumstance constituting Good Reason, and the Officer’s continued employment shall notconstitute a waiver of the Officer’s rights with respect to any circumstanceconstituting Good Reason or constitute Officer’s consent to the circumstancesconstituting Good Reason unless Officer has provided express written consent to thecircumstance that would otherwise constitute Good Reason under this Agreement.Finally, for purposes of implementing this Agreement, any claim by Officer that GoodReason exists shall be presumed to be correct unless the Committee determines by clearand convincing evidence that Good Reason does not exist, which evidence shall bepresented by the person disputing the claim that Good Reason exists. **2.15** **“Notice of Termination”**shall be provided for a Qualifying Termination and shallmean a written notice which shall indicate the specific termination provision in thisAgreement relied upon, and shall set forth in reasonable detail the facts andcircumstances claimed to provide a basis for termination of the Officer’s employmentunder the provision so indicated. The notice shall provide a specific date on which aQualifying Termination has occurred and is effective for purposes of this Agreement.  **2.16** **“Person”**shall have the meaning ascribed to such term in Section 3(a)(9) of theExchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” asprovided in Section 13(d).  **2.17** **“Qualifying Termination” means:** (a) An involuntary termination of the Officer’s employment by theEmployer on
 

 
   the date of a Change in Control or during the twenty-four (24) months whichfollow a Change in Control for reasons other than death, Disability, Retirement,or Cause pursuant to a Notice of Termination delivered to the Officer by theEmployer; or  (b) A voluntary termination by the Officer for Good Reason on the dateof a Change in Control or during the twenty-four (24) months which follow aChange in Control pursuant to a Notice of Termination delivered to the Employerby the Officer.  (c) A termination (not involving death, Disability, Retirement orCause), which takes place before the date of a Change in Control or after thefirst twenty-four (24) months immediately following a Change in Control, pursuantto a Notice of Termination delivered to Officer or pursuant to a request thatOfficer submit a resignation as an officer. A termination for failure of theOfficer to comply in material respects with CMS Energy’s Code of Conduct andStatement of Ethics Handbook (June 2003 edition) or other corporate policies, asthe handbook and those documents may be amended from time to time, does notsatisfy the definition of a Qualifying Termination under this clause (c). **2.18** **“Release Date”**occurs after the delivery of the Notice of Termination requiredby Section 2.15 and means the date on which the release contained in Exhibit A to thisAgreement is first provided to Officer for signature.  **2.19** **“Retirement”**shall have the meanings ascribed under the terms of the pension planapplicable to Officer and entitled “Pension Plan for Employees of Consumers EnergyCompany,” dated September 1, 2000, as amended, other than under Section 7 thereof, orunder the successor or replacement of such pension plan if it is then no longer ineffect.  **2.20** **“SERP”**shall mean the retirement plan applicable to Officer and entitled“Supplemental Executive Retirement Plan for Employees of CMS Energy/Consumers EnergyCompany,” dated May 1, 1998, as amended, or under the successor or replacement of suchretirement plan if it is then no longer in effect.  **2.21** **“Severance Benefits”**means the payment of Change-in-Control Severance Benefitsor General Severance Benefits as provided in Article 3 herein.**Article 3. Severance Benefits** **3.1** **Right to Severance Benefits.** (a) **Change-in-Control Severance Benefits.**The Officer shall be entitled toreceive from the Employer Change-in-Control Severance Benefits, as
 

 
   described in Section 3.2 herein, if a Qualifying Termination of the Officer’semployment satisfying the definitions contained in Section 2.17(a) or (b) hasoccurred on the date of a Change in Control of CMS Energy Corporation or withintwenty-four (24) months immediately following a Change in Control of CMS EnergyCorporation. Further, Officer’s Retirement under the pension plan and SERP shallnot constitute a waiver of the Officer’s rights with respect to receipt ofChange-in-Control Severance Benefits. Nor shall benefits received for Retirementunder the pension plan and SERP (or any replacement or successor plans thereto)be used as an offset to the level of Change-in-Control Severance Benefits owed toOfficer.  (b) **General Severance Benefits.**The Officer shall be entitled to receivefrom the Employer General Severance Benefits, as described in Section 3.3 herein,if the Officer’s employment is terminated for reasons satisfying the definitioncontained in Section 2.17(c) and such termination has occurred either before aChange of Control of CMS Energy Corporation or during the period that begins afterthe expiration of twenty-four (24) months immediately following a Change in Controlof CMS Energy Corporation. Further, Officer’s Retirement under the pension planand SERP shall not constitute a waiver of the Officer’s rights with respect toreceipt of General Severance Benefits. Nor shall benefits received for Retirementunder the pension plan and SERP (or any replacement or successor plans thereto) beused as an offset to the level of General Severance Benefits owed to Officer.  (c) **No Severance Benefits.**Other than in a situation involving aRetirement, the Officer shall not be entitled to receive Severance Benefits if theOfficer’s employment with the Employer ends for reasons other than a QualifyingTermination.  (d) **General Release.**As a condition precedent to receiving SeveranceBenefits under Section 3.3 herein, the Officer shall be obligated to executeand deliver to the Employer on a timely basis duplicate originals of a generalrelease of claims in the form included as Exhibit A hereto.  (e) **Waiver and Release.**The Officer’s act of accepting payment ofSeverance Benefits payable under Section 3.2 of this Agreement shall constitute andis deemed an express waiver, release and discharge by Officer of any and all claimsfor damages or other remedies, regardless of when they arose or when they arediscovered, against CMS Energy Corporation and its Affiliates arising out of or inany way connected with Officer’s employment relationship with them or thetermination of such employment relationship except for claims and rights of Officerpreserved under Section 3.2 of this Agreement and applicable rights toindemnification.  (f) **No Duplication of Severance Benefits**. If the Officer becomes entitledto Change-in-Control Severance Benefits, the benefits provided for under Section
 

 
   3.2 hereunder shall be in lieu of all other benefits provided to the Officerunder the provisions of this Agreement including, but not limited to, thebenefits under Section 3.3. Likewise, if the Officer becomes entitled to GeneralSeverance Benefits, the benefits provided under Section 3.3 hereunder shall be inlieu of all other benefits provided to the Officer under the provisions of thisAgreement including, but not limited to, the benefits under Section 3.2. If theOfficer receives either Change-in-Control Severance Benefits under Section 3.2 orGeneral Severance Benefits under Section 3.3, any other severance benefitsreceived by employees not covered by this Agreement to which the Officer isentitled will be subtracted from the Severance Benefits paid pursuant to thisAgreement. **3.2** **Description of Change-in-Control Severance Benefits.**In the event the Officerbecomes entitled to receive Change-in-Control Severance Benefits, as provided in Section3.1(a) herein, the Employer shall provide the Officer with the following: (a) A lump-sum amount paid within fifteen (15) calendar days followingdelivery to the Employer or delivery to the Officer, as applicable, of a Notice ofTermination, equal to the sum of the Officer’s unpaid Base Salary, accrued vacationpay, unreimbursed business expenses, and unreimbursed allowances owed to theOfficer through and including the Effective Date of Termination.  (b) A lump-sum amount, paid within fifteen (15) calendar days followingdelivery to the Employer or delivery to the Officer, as applicable, of a Notice ofTermination, equal to one and one half (1.5) times the sum of the following: (A)the Officer’s Base Salary and (B) the greater of the Officer’s: (i) annual targetbonus opportunity in the year in which the Qualifying Termination occurs or (ii)the actual annual bonus payment paid or due to be paid the Officer in respect ofthe year prior to the year in which the Qualifying Termination occurs.  (c) A lump-sum amount, paid within fifteen (15) calendar days followingdelivery to the Employer or delivery to the Officer, as applicable, of a Notice ofTermination, equal to the Officer’s then current target bonus opportunityestablished under the bonus plan in which the Officer is then participating, forthe plan year in which the Qualifying Termination occurs, adjusted on a pro ratabasis for the number of days that have elapsed to the Effective Date ofTermination during the bonus plan year in which the Qualifying Termination occurs.  (d) A lump-sum amount, paid within fifteen (15) calendar days followingdelivery to the Employer or delivery to the Officer, as applicable, of a Notice ofTermination, equal to one half (0.5) times the sum of the following: (A) theOfficer’s Base Salary and (B) the greater of the Officer’s: (i) annual targetbonus opportunity in the year in which the Qualifying Termination occurs or (ii)the actual annual bonus payment paid or due to be paid the Officer in
 

 
   respect of the year prior to the year in which the Qualifying Termination occurs.Such amount shall be consideration for the Officer entering into the noncompeteagreement as described in Section 5(a).  (e) Equivalent payment to Officer in a lump sum amount within forty-five(45) calendar days following delivery of the Notice of Termination for continuedmedical coverage for a period of twenty four (24) months. Such equivalent paymentshall be computed based on the same coverage level as in effect for Officer underthe general health care plan available to all employees on the Effective Date ofTermination by providing a lump sum payment of the Employer’s portion of themonthly COBRA premium in effect on the Effective Date of Termination timestwenty-four (24). Nothing herein amends or provides Officer any rights to healthcare coverage other than as provided in the applicable group health care plan. Ifthe Officer has waived coverage under the applicable group health care plan, noequivalent payment shall be made under this Agreement.  (f) Immediate extension (as allowable by Section 6.10 of Article VI ofthe plan entitled “CMS Energy Corporation Performance Incentive Stock Plan,” datedDecember 3, 1999, as amended) by one year after the Effective Date of Terminationof the period for Officer to exercise any outstanding stock options or stockappreciation rights granted by the Committee to Officer pursuant to said ArticleVI. Otherwise, the terms of said plan shall govern and be applied.  (g) Immediate vesting and distribution to Officer (as allowable by thesecond sentence of Section 7.2(h) of Article VII of the plan entitled “CMS EnergyCorporation Performance Incentive Stock Plan,” dated December 3, 1999, as amended)within forty-five (45) days after delivery of the Notice of Termination of alloutstanding shares of restricted stock previously awarded to Officer pursuant tosaid Article VII. For any award of restricted stock to which there are futureperformance goals attached, the number of shares distributed to Officer shallassume that the goals have been achieved in full and the award fully earned basedon target performance without deductions or additions to the number of shares thenheld by Officer. For any award of restricted stock that is tenure based, thenumber of shares distributed to Officer shall assume that all requirements withrespect to tenure are satisfied by Officer. Otherwise, the terms of said planshall govern and be applied.  (h) For an Officer included in SERP, the Officer’s retirement benefitsunder the SERP will become fully vested as of the Effective Date of Terminationand shall not be subject to further vesting requirements or to any forfeitureprovisions. In addition, said Officer shall be provided the following: (i) anadditional twenty-four (24) months of Preference Service (as defined in SERP) forpurposes of the SERP in accordance with Section III (1) of SERP, subject, however,to the total of Preference Service plus Accredited Service being limited to amaximum of thirty-five (35) years under SERP; (ii) only the
 

 
   amounts paid to Officer pursuant to clauses (a), (b), (c) and (d) of this Section3.2 shall be considered a “severance payment under an employment agreement” forpurposes of computing Final Officer Pay under SERP; and (iii) for an Officer thatreceives Change-in-Control Severance Benefits under this Agreement within twentyfour (24) months prior to attaining the age of 55, Officer shall receive 65% ofOfficer’s Accrued Supplemental Officer Retirement Income under SERP if Officerelects to retire at age 55 notwithstanding the fact that the Effective Date ofTermination for Officer pursuant to this Agreement is before he or she attainsthe age of 55. If it should occur that Officer retires under SERP after the ageof 55, clause (iii) of the preceding sentence and the provisions of the lastcomplete paragraph of Section V(3) of SERP shall not be operative. The enhancedSERP benefits under this Section 3.2(h) shall be in lieu of any Change-in-Controlenhancements provided for in the SERP.  (i) For purposes of (1) Retirement, (2) SERP and (3) benefits notexpressly discussed in clauses (a) through (h) of this Section 3.2, but which areavailable to the general employee population or available only to officers andimplemented with contracts with third parties, the benefit plan descriptionscovering all employees and the retirement plan and SERP plan descriptions andcontracts with third parties covering officers in place at the time of theEffective Date of Termination control Officer’s treatment under those plans andcontracts. For any other benefits only available to officers, if those benefitsare not expressly discussed in clauses (a) through (h) of this Section 3.2, thosebenefits are terminated for Officer as of the Effective Date of Termination. **3.3** **Description of General Severance Benefits.**In the event the Officer becomesentitled to receive General Severance Benefits as provided in Section 3.1(b) herein, theEmployer shall provide the Officer with the following: (a) A lump-sum amount paid within fifteen (15) calendar days followingdelivery to the Officer of a Notice of Termination with respect to a QualifyingTermination as described in Section 2.17 (c) of this Agreement, equal to the sumof the Officer’s unpaid Base Salary, accrued vacation pay, unreimbursed businessexpenses, and unreimbursed allowances owed to the Officer through and includingthe Effective Date of Termination.  (b) An amount, paid following the Release Date on an installment basis overa period of twelve (12) months on a twice a month schedule in accordance with thenormal payroll procedures of the Employer, equal to one (1) times the sum of: (A)the Officer’s Base Salary and (B) the greater of the Officer’s: (i) annual targetbonus opportunity in the year in which the Qualifying Termination occurs or (ii)the actual annual bonus payment paid or due to be paid the Officer in respect ofthe year prior to the year in which the Qualifying Termination occurs. The firstof the twenty-four (24) installment payments
 

 
   called for by this section shall be made within forty-five (45) days followingthe Release Date.  (c) A lump-sum amount, paid within forty-five (45) calendar days followingthe Release Date, equal to the Officer’s then current target bonus opportunityestablished under the bonus plan in which the Officer is then participating, forthe plan year in which the Qualifying Termination occurs, adjusted on a pro ratabasis for the number of days that have elapsed to the Effective Date of Terminationduring the bonus plan year in which the Qualifying Termination occurs.  (d) Equivalent payment to Officer in a lump-sum amount within forty-five(45) days following the Release Date for continued medical coverage for a period oftwelve (12) months. Such equivalent payment shall be computed based on the samecoverage level as in effect for Officer under the general health care planavailable to all employees on the Effective Date of Termination by providing alump-sum payment of the Employer’s portion of the monthly COBRA premium in effecton the Effective Date of Termination times twelve (12). Nothing herein amends orprovides Officer any rights to health care coverage other than as provided in theapplicable group health care plan. If the Officer has waived coverage under theapplicable group health care plan, no equivalent payment shall be made under thisAgreement.  (e) Outstanding stock options and stock appreciation rights previouslygranted by the Committee to Officer pursuant to Article VI of the plan entitled“CMS Energy Corporation Performance Incentive Stock Plan,” dated December 3, 1999,as amended, shall be treated as a “termination of employment” in accordance withSection 6.10 of Article VI, provided however that Employee will not be eligible toseek or receive from the Committee any extensions of the period for their exercise.For outstanding shares of restricted stock held by Officer, they shall beforfeited to CMS Energy Corporation in accordance with the provisions of the firstsentence of Section 7.2(h) of Article VII of said plan.) For purposes of (1)Retirement, (2) SERP and (3) benefits not expressly discussed in clauses (a)through (d) of this Section 3.3, but which are available to the general employeepopulation or available only to officers and implemented with contracts with thirdparties, the benefit plan descriptions covering all employees and the retirementplan and SERP plan descriptions and contracts with third parties covering officersin place at the time of the Effective Date of Termination control Officer’streatment under those plans and contracts. For any other benefits only availableto officers, if those benefits are not expressly discussed in clauses (a) through(d) of this Section 3.3, those benefits are terminated for Officer as of theEffective Date of Termination.**Article 4. Other Terminations**
 

 
 **4.1** **Termination for Disability.**If the Officer’s employment is terminated with theEmployer due to Disability, the Officer’s benefits shall be determined in accordance withthe Employer’s retirement, insurance, and other applicable plans and programs then ineffect.  **4.2** **Termination for Retirement or Death.**If the Officer’s employment with the Employeris terminated by reason of his or her Retirement or death, the Officer’s benefits shallbe determined in accordance with the Employer’s retirement and SERP plans, survivor’sbenefits, insurance, and other applicable programs then in effect.  **4.3** **Termination for Cause or by Employer or the Officer for Other Than Good Reason.**Ifthe Officer’s employment is terminated either: (a) by the Employer for Cause as definedin Section 2.6 of this Agreement; or (b) voluntarily by the Officer for reasons otherthan those specified in Section 2.14 herein, or (c) by the Employer for the reasonsstated in the last sentence of Section 2.17(c) of this Agreement, the Employer shall paythe Officer the sum of any unpaid Base Salary, accrued vacation, unreimbursed businessexpenses and unreimbursed allowances owed to the Officer through the effective date oftermination. The terms of the benefit plan descriptions, compensation plan descriptionsand contracts with third parties covering officers shall control the disposition toOfficer and timing of all other amounts to which the Officer may be entitled, and neitherthe Employer nor CMS Energy Corporation nor any of its Affiliates shall have any furtherobligations to the Officer thereunder as a result of the existence of this Agreement. Noother severance benefits of any type shall be made available to Officer. Notwithstandingthe above, if the Officer’s employment terminates pursuant to this Section 4.3, theOfficer shall be bound by the provisions contained in Article 5(a), 5(b), 5(c), 5(d), and5(e) hereof.  **4.4** **Notice of Termination**. Any termination of the Officer’s employment in accordancewith Section 4.3 of this Agreement shall be communicated by Notice of Terminationdelivered to the other party, which shall include a specific date on which thetermination has occurred and is effective.**Article 5. Noncompetition and Confidentiality**     In the event the Officer becomes entitled to receive Change-in-Control Severance Benefits asprovided in Section 3.2 herein or General Severance Benefits as provided in Section 3.3 herein, thefollowing shall apply: (a) **Noncompetition.**During the term of employment and for a period oftwelve (12) months after the Effective Date of Termination, the Officer shall not:(i) directly or indirectly act in concert or conspire with any person employed byCMS Energy Corporation or any of its Affiliates in order to engage in or prepare toengage in or to 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, shareholder, director or consultant for, or in any other capacityparticipate, engage, or have a financial or other interest in any business whichis a Direct Competitor (provided, however, that notwithstanding anything to thecontrary contained in this Agreement, the Officer may own up to two percent (2%)of the outstanding shares of the capital stock of a company whose securities areregistered under Section 12 of the Exchange Act.    For purposes of this Agreement, the term “Direct Competitor” shall mean any personor entity engaged in the business of selling electric power or natural gas atretail within the State of Michigan.    The Committee also reserves the right to designate, prior to the termination datespecified in a Notice of Termination, any Person that it believes, in good faith,is a significant competitive threat to CMS Energy Corporation or its Affiliates.  (b) **Confidentiality.**The Employer has advised the Officer and the Officeracknowledges that it is the policy of CMS Energy Corporation and its Affiliates tomaintain as secret and confidential all Protected Information (as defined below),and that Protected Information has been and will be developed at substantial costand effort to CMS Energy Corporation and its Affiliates. The Officer shall not atany time, directly or indirectly, divulge, furnish, or make accessible to anyperson, firm, corporation, association, or other entity (other than as may berequired 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, anyProtected Information, or cause any such information of CMS Energy Corporation andits Affiliates to enter the public domain.    For purposes of this Agreement, “Protected Information” means trade secrets,confidential and proprietary business information of CMS Energy Corporation andits Affiliates and any other information of CMS Energy Corporation and itsAffiliates, including, but not limited to, customer lists (including potentialcustomers), sources of supply, processes, plans, materials, pricing information,internal memoranda, marketing plans, internal policies, and products and serviceswhich may be developed from time to time by CMS Energy Corporation and itsAffiliates and their agents or employees, including the Officer; provided,however, that information that is in the public domain (other than as a result ofa breach of this Agreement), approved for release by CMS Energy Corporation or itsAffiliates or lawfully obtained from third parties who are not bound by aconfidentiality agreement with CMS Energy Corporation or its Affiliates, is notProtected Information. Notwithstanding the foregoing, nothing in this subsectionis to be construed as prohibiting Officer from freely providing information to astate or federal agency, legislative body or one of its committees or a court withjurisdiction when Officer is requested or required to do so by such entity.
 

 
 (c) **Nonsolicitation.**During the term of employment and for a period oftwelve (12) months after the Effective Date of Termination, the Officer shall not:(i) employ or retain or solicit for employment or arrange to have any other person,firm, or other entity employ or retain or solicit for employment or otherwiseparticipate in the employment or retention of any person who is an employee orconsultant of CMS Energy Corporation or its Affiliates; or (ii) solicit suppliersor customers of CMS Energy Corporation or its Affiliates or induce any such personto terminate their relationship with them.  (d) **Cooperation.**Officer agrees to fully and unconditionally cooperate withCMS Energy Corporation and its Affiliates and their attorneys in connection withany and all lawsuits, claims, investigations, or similar proceedings that have beenor could be asserted at any time arising out of or related in any way to Officer’semployment or activities on behalf of CMS Energy Corporation and its Affiliates.  (e) **Nondisparagement.**At all times, the Officer agrees not to disparage CMSEnergy Corporation or its Affiliates or otherwise make comments harmful to theirreputations. While receiving any payments pursuant to this Agreement, Officerfurther agrees not to testify or act in any capacity as a paid or unpaid expertwitness, advisor or consultant on behalf of any person, individual, partnership,firm, corporation or any other person or entity that has or may have any claim,demand, action, suit, cause of action, or judgment against CMS Energy Corporationor its Affiliates, or from agreeing to do so after the payments under thisAgreement have ceased. Further, CMS Energy Corporation and its Affiliates agreenot to disparage Officer or otherwise make comments harmful to Officer’sreputation. Notwithstanding the foregoing, nothing in this Section prohibitsOfficer or representatives of CMS Energy Corporation or its Affiliates fromtestifying truthfully under oath in any judicial, administrative or legislativeproceedings or in any arbitration, mediation or other similar proceedings.**Article 6. Excise Tax Equalization Payment** **6.1** **Excise Tax Equalization Payment.**In the event that the Officer becomes entitledto Severance Benefits or any other payment or benefit under this Agreement, or under anyother agreement, plan or arrangement for which Officer is eligible with (1) the Employer,(2) any Person whose actions result in a Change in Control, or (3) CMS Energy Corporationor any of its Affiliates (all of such payments and benefits collectively referred to asthe “Total Payments”), and if all or any part of the Total Payments will be subject tothe tax (the “Excise Tax”) imposed by Sections 280G and 4999 of the Code (or any similartax that may hereafter be imposed), the Employer shall pay to the Officer in cash anadditional amount (the “Gross-Up Payment”) such that the net amount retained by theOfficer after deduction of any Excise Tax upon the
 

 
   Total Payments and any federal, state, and local income tax, penalties, interest, andExcise Tax upon the Gross-Up Payment provided for by this Section 6.1 (including FICA andFUTA), shall be equal to the Total Payments. Such payment shall be made by the Employerto the Officer within forty-five (45) calendar days following the Effective Date ofTermination.    For purposes of determining the amount of the Gross-Up Payment, the Officer shall bedeemed to pay federal income taxes at the highest marginal rate of federal incometaxation in the calendar year in which the Gross-Up Payment is to be made, and state andlocal income taxes at the highest marginal rate of taxation in the state and locality ofthe Officer’s residence on the Effective Date of Termination, net of the maximumreduction in federal income taxes which could be obtained from deduction of such stateand local taxes.  **6.2** **Subsequent Recalculation.**In the event the Internal Revenue Service adjusts thecomputation under Section 6.1 herein so that the Officer did not receive the greatest netbenefit, the Employer shall reimburse the Officer for the full amount necessary to makethe Officer whole, plus interest on the reimbursed amount at 120% of the rate provided insection 1274(b)(2)(B) of the Code. In the event that the Excise Tax is finally determinedto be less than the amount taken into account hereunder in calculating the Gross-UpPayment, the Officer shall repay the Employer within thirty (30) business days followingthe time that the amount of such reduction in the Excise Tax is finally determined, theportion of the Gross-Up Payment attributable to such reduction (plus that portion of theGross-Up Payment attributable to the Excise Tax and federal, state and local income andemployment taxes imposed on the Gross-Up Payment being repaid by the Officer) to theextent that such repayment results in a reduction in the Excise Tax and adollar-for-dollar reduction in the Officer’s taxable income and wages for purposes offederal, state and local income and employment taxes, plus interest on the amount of suchrepayment at 120% of the rate provided in section 1274(b)(2)(B) of the Code.**Article 7. Dispute Resolution and Notice** **7.1** **Dispute Resolution.**Any dispute or controversy between the parties arising under or inconnection with this Agreement shall be settled by final and binding arbitration afterfirst being submitted in writing to the Committee for attempted resolution. If that doesnot result in mutually agreeable resolution, the arbitration proceeding shall be conductedbefore 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 ArbitrationAssociation then in effect and be finished within ninety (90) days after the selection ofthe arbitrator. The arbitrator shall not have authority to fashion a remedy that includesconsequential, exemplary or punitive damages of any type whatsoever, and the arbitrator ishereby prohibited from awarding injunctive relief of any kind, whether mandatory orprohibitory. Judgment may be entered on the
 

 
   award of the arbitrators in any court having competent jurisdiction. The parties shallshare 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 otherout-of-pocket expenditures.  **7.2** **Notice.**Any notices, requests, demands, or other communications provided for bythis Agreement shall be in writing and sent by registered or certified mail to theOfficer at the last address he or she has filed in writing with the Employer or, in thecase of the Employer, at One Energy Plaza, Jackson, Michigan 49201, Attention: CorporateSecretary. Notices, requests, demands or other communications may also be delivered bymessenger, courier service or other electronic means and are sufficient if actuallyreceived by the party for whom it is intended.**Article 8. Successors and Assignment** **8.1** **Successors.**Any successor (whether direct or indirect, by purchase, merger,reorganization, consolidation, acquisition of property or stock, liquidation, orotherwise) to the business of CMS Energy Corporation or purchaser of all or substantiallyall of the assets of CMS Energy Corporation shall be required to expressly assume andagree to perform under this Agreement in the same manner and to the same extent that theEmployer would be required to perform if no such succession had taken place. Failure toobtain such assumption and agreement prior to the effectiveness of any such succession orasset sale shall entitle the Officer to the Change-in-Control Severance Benefitsspecified in Section 3.2 of this Agreement. The effective date of the succession or thesale shall be deemed the date of delivery to Officer of the Notice of Termination forpurposes of administering Section 3.2. Regardless of whether such agreement isexecuted, this Agreement shall be binding upon any successor in accordance with theoperation of law.  **8.2** **Assignment by the Officer.**This Agreement shall inure to the benefit of and beenforceable by the Officer’s personal or legal representatives, executors,administrators, successors, heirs, distributees, devisees, and legatees. If the Officerdies while any amount would still be payable to him or her hereunder had he or shecontinued to live, all such amounts, unless otherwise provided herein, shall be paid inaccordance with the terms of this Agreement to the Officer’s Beneficiary. If the Officerhas 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 9. Miscellaneous** **9.1** **Employment Status.**The employment of the Officer by the Employer is “at will” andmay be terminated by either the Officer or the Employer at any time, subject to
 

 
   applicable law. Further, Officer has no right to be an officer of CMS Energy Corporationor any of its Affiliates and serves as an officer entirely at the discretion of theBoard.  **9.2** **Entire Agreement.**This Agreement supersedes any prior agreements orunderstandings, oral or written, between the parties hereto, with respect to the subjectmatter hereof, and constitutes the entire agreement of the parties with respect thereto.Without limiting the generality of the foregoing sentence, this Agreement completelysupersedes, cancels, voids and renders of no further force and effect any and allemployment agreements, change in control agreements, and other similar agreements,communications, representations, promises, covenants and arrangements, whether oral orwritten, between the Employer and Officer and between the Officer and CMS EnergyCorporation or any of its Affiliates that may have taken place or been executed prior tothe Effective Date of this Agreement and which may address the subject matters containedherein.  **9.3** **Severability.**In the event that any provision or portion of this Agreement shallbe determined to be invalid or unenforceable for any reason, the remaining provisions ofthis Agreement shall be unaffected thereby and shall remain in full force and effect.  **9.4** **Tax Withholding.**The Employer may withhold from any benefits payable under thisAgreement any authorized deductions and all federal, state, city, or other taxes as maybe required pursuant to any law or governmental regulation or ruling.  **9.5** **Beneficiaries.**The Officer may designate one (1) or more persons or entities asthe primary and/or contingent beneficiaries of any amounts to be received under thisAgreement. Such designation must be in the form of a signed writing on a form providedby the Employer. The Officer may make or change such designation at any time.  **9.6** **Payment Obligation Absolute.**Except as provided in the last sentence of thisparagraph, the Employer’s and CMS Energy Corporation’s obligations to make the paymentsand provide the benefits to Officer specified herein shall be absolute and unconditional,and shall not be affected by any circumstances, including, without limitation, anyoffset, counterclaim, recoupment, defense, or other right which the Employer, CMS EnergyCorporation or any of its Affiliates may have against the Officer or anyone else. Allamounts payable by the Employer hereunder shall be paid without notice or demand. Eachand every payment made hereunder by the Employer shall be final, but subject to theprovisions of the next sentence. If the Officer should seek to bypass arbitration andlitigate about this Agreement or the subject matters addressed herein in a state orfederal court, Officer agrees (i) at least 10 days prior to filing in court to tenderback to the Employer all cash consideration paid to Officer under this Agreement priorthereto and (ii) any payments due Officer under this Agreement after said tender shall besuspended until said litigation is finally resolved.
 

 
   The Officer shall not be obligated to seek other employment in mitigation of the amountspayable or arrangements made under any provision of this Agreement, and the obtaining ofany such other employment shall in no event effect any reduction of the Employer’sobligations to make the payments and arrangements required to be made under thisAgreement.  **9.7** **Contractual Rights to Benefits.**Subject to approval and ratification by theCommittee, this Agreement establishes and vests in the Officer a contractual right to thebenefits to which he or she is entitled hereunder. However, nothing herein containedshall require or be deemed to require, or prohibit or be deemed to prohibit, the Employerto segregate, earmark, or otherwise set aside any funds or other assets, in trust orotherwise, to provide for any payments to be made or required hereunder.  **9.8** **Modification.**This Agreement shall not be varied, altered, modified, canceled,changed, or in any way amended except by mutual agreement of the parties in a writteninstrument executed by the parties hereto or their legal representatives.  **9.9** **Counterparts.**This Agreement may be executed in one (1) or more counterparts, eachof which shall be deemed to be an original, but all of which together will constitute oneand the same Agreement. Signatures transmitted via facsimile shall be regarded by theparties as original signatures.  **9.10** **Applicable Law.**This Agreement shall be governed and construed in accordance withthe laws of the State of Michigan, without regard to its conflicts of laws principles.     INWITNESS WHEREOF, the parties have executed this Agreement as of this          day of                                        , 2004.                     OFFICER:                 By:       Signature:               Its:       Printed Name:               
 

 
Addendum to the Officer Severance Agreement.**Whereas**the Board of Directors of CMS Energy Corporation approved entering into severanceagreements with certain key employees; and**Whereas**                                         and the Officer have entered into an Officer Severance Agreement (the“Agreement”) dated                     , 2004 pursuant to that authority; and**Whereas**the Agreement requires that any modification or alteration may only be made by mutualagreement of the parties in a written instrument executed by the parties or their legalrepresentatives; and**Whereas**the parties mutually agree to modify the Agreement to comply with Internal Revenue CodeSection 409A (“Code Section 409A”) under the short term deferral rules.**Now Therefore**the parties agree to modify the Officer Severance Agreement to comply with therequirements of Section 409A to qualify as a short term deferral by making the following changes tothe Agreement:**I.** Section 2.14 **“Good Reason”**is modified as follows:**“Good Reason”**exists only on the date of a Change in Control or during the twenty-four(24) months which follow a Change in Control and shall mean, without the Officer’sexpress written consent, the occurrence of any one or more of the following: (a) The assignment to the Officer of duties materially inconsistent withthe Officer’s position (including status, offices, titles, and reportingrequirements), authority, or responsibilities as in effect on the Effective Date,or any action by the Employer which results in a material diminution of theOfficer’s position, authority, duties, or responsibilities as constituted as ofthe Effective Date (excluding an isolated, insubstantial, and inadvertent actionwhich is remedied by the Employer promptly after receipt of notice thereof givenby the Officer); or  (b) Materially reducing the Officer’s Base Salary; or  (c) Materially reducing the Officer’s targeted annual incentiveopportunity; or  (d) A material failure to maintain the Officer’s participation in along-term incentive plan in a manner that is consistent with the Officer’sposition, authority, or responsibilities; or
 

 
 (e) A material failure to maintain the Officer’s amount of benefitsunder, or relative level of participation in, employee benefit or retirementplans, policies, practices, or arrangements of a material nature available toemployees of CMS Energy Corporation and its Affiliates and in which the Officerparticipates as of the date of a Change in Control, provided however that any suchchange must result in a material negative change to the employee in the employmentrelationship; or  (f) A material breach of this Agreement by the Employer which is notremedied by the Employer after receipt of written notice of such breach deliveredby the Officer to the Committee; or  (g) Any successor company fails or refuses to assume the obligations owedto Officer under this Agreement in their entirety, as required by Section 8.1hereunder; or  (h) The Officer is required to be based at a location in excess ofthirty-five (35) miles from the location of the Officer’s principal job locationor office immediately prior to a Change in Control except for required travel onthe Employer’s or CMS Energy Corporation’s business to an extent substantiallyconsistent with the Officer’s prior business travel obligations.For purposes of applying clauses (a) through (hi) of this Agreement, the Officer’sRetirement shall not constitute a waiver of the Officer’s rights with respect to anycircumstance constituting Good Reason, and the Officer’s continued employment shall notconstitute a waiver of the Officer’s rights with respect to any circumstanceconstituting Good Reason or constitute Officer’s consent to the circumstancesconstituting Good Reason unless Officer has provided express written consent to thecircumstance that would otherwise constitute Good Reason under this Agreement.Notwithstanding the above, the Officer must provide notice to the Employer of theexistence of Good Reason not more than 90 days after the initial existence of thecircumstance that constitutes Good Reason as set forth above and provide a period of 30days for the Employer to remedy the circumstance giving rise to Good Reason and thusnot have to pay the Change in control severance benefits as provided for under Section3.2. All provisions and interpretations relating to good Reason are to be appliedconsistent with Section 409A and the applicable Treasury regulations at Section1.409A-1(n)(2) or its successor.**II.** Section 2.15 **“Notice of Termination”**shall be amended to add the following sentences at theend:   Notwithstanding the above, the date of the Qualifying Termination will be the date theOfficer experiences a separation from service from the Employer, as that term is definedunder Section 409A and any applicable regulations. Such Notice of Termination when providedby the Officer for Good Reason as set forth in Section 2.14 (after the expiration
 

 
  of the 90 day notice and 30 day cure period described in Section 2.14) shall be consistentwith the requirements of Section 409A and applicable requirements. For all other QualifyingTerminations, the Notice shall be provided not more than 10 days after the date of theseparation from service with the Employer as that term is defined under Section 409A and anyapplicable regulations. **III.** Section 2.18 “**Release Date**” shall add the following sentence at the end:   In no event will a Release Date be a date that is more than 15 days following a separationfrom service as that term is defined under IRC Section 409A and any applicable regulations. **IV.** Section 3.1(d) **General Release**is modified to require a general release be submitted with in45 days as follows: (d) **General Release.**As a condition precedent to receiving Severance Benefitsunder Section 3.3 herein, the Officer shall be obligated to execute and deliver to theEmployer on a timely basis, but not more than 45 days after the Release Date, duplicateoriginals of a general release of claims in the form included as Exhibit A hereto.**V.** Section 3.2(c) is modified to add the following sentence at the end:   To the extent, if any, the Officer has elected to defer any bonus under the applicable bonusplan, any payments due under this provisions corresponding to the amount of the deferralshall be paid in accordance with the payment terms elected by the Officer under the planwherein the bonus is deferred. **VI.** Section 3.3(b) is modified to add the following sentence at the end:   Notwithstanding anything in the foregoing to the contrary, the final installment will bepaid no later than March 10 of the year following the year in which the QualifyingTermination occurs, and such final installment will include the value of all remaininginstallments under this provision. **VII.** Section 3.3(c) is modified to add the following sentence at the end:   To the extent, if any, the Officer has elected to defer any bonusunder the applicable bonus plan, any payments due under thisprovisions corresponding to the amount of the deferral shall be paidin accordance with the payment terms elected by the Officer underthe plan wherein the bonus is deferred. **VIII.** Section 6.1 shall be modified to change the final sentence of thefirst paragraph to read as follows:
 

 
  Such payment shall be made by the Employer to the Officer by the end of the taxable year ofthe Officer next following the taxable year in which the Officer remits the related taxes. **IX.** Section 6.2 shall be modified to add the following as the second sentence:   Any such reimbursement shall be paid to the Officer by the end of the taxable year of the Officer next following thetaxable year in which the Officer remits the related taxes. **X.** The final sentence of the first paragraph of Section **9.6 Payment Obligation Absolute**shall beamended to read as follows:   If the Officer should seek to bypass arbitration and litigate about this Agreementor the subject matters addressed herein in a state or federal court, subject to therequirements of Section 409A, to the extent applicable, Officer agrees (i) at least 10days prior to filing in court to tender back to the Employer all cash considerationpaid to Officer under this Agreement prior thereto and (ii) any payments due Officerunder this Agreement after said tender shall be suspended until said litigation isfinally resolved.   Accepted by ______________________________: Accepted by Officer:     Date: _____________________ Date: _____________________