Common use of Description of Severance Benefits Clause in Contracts

Description of Severance Benefits. For purposes of this Amendment, “Severance Benefits” are defined as: (a) severance pay (the “Severance Pay”) equivalent to: (A)(i) twelve (12) months of your Base Salary (as defined below) in effect as of your last day of full-time employment with the Company if a Notice Date (as defined below) occurs (a) on the same day as a Corporate Transaction or (b) within thirteen (13) months after the effective date of a Corporate Transaction or (ii) six (6) months of your Base Salary (as defined below) in effect as of your last day of full-time employment with the Company if a Corporate Transaction has not occurred on or before the Notice Date; and (B) a pro rata portion of any bonus compensation under any employee bonus plan that has been approved by the Board of Directors (“Bonus Pay”) payable to you for the fiscal year in which your employment terminated to be paid at the same time that such incentive bonus would have been paid if such termination had not occurred. Your pro rata portion of any Bonus Pay shall be based upon the number of days in such calendar year elapsed through the Notice Date of such termination as a proportion of 365. The date you are notified that your employment with the Company is being terminated without Cause or the date you notify the Company that you are terminating your employment for Good Reason, shall be referred to herein as the “Notice Date.” The Severance Pay shall be payable in equal installments over the applicable number of months (the “Initial Severance Period”) in accordance with the Company’s then applicable payroll policies, beginning no earlier than seven (7) days after the effective date of the release described below, and will be subject to standard payroll deductions and withholdings; provided, however, that any Bonus Pay shall not be payable to you until such time as bonus compensation under the applicable employee bonus plan is paid to other employees of the Company; and

Description of Severance Benefits. For purposes of this AmendmentAgreement, “Severance Benefits” are defined as: (a) severance pay (the “Severance Pay”) equivalent to: (A)(i) twelve (12) months of your Base Salary (as defined below) in effect as of your last day of full-time employment with the Company if a Notice Date (as defined below) occurs (a) on the same day as a Corporate Transaction or (b) within thirteen (13) months after the effective date of a Corporate Transaction or (ii) six twelve (612) months of your Base Salary (as defined below) in effect as of your last day of full-time employment with the Company if a Corporate Transaction has not occurred on or before the Notice Date; and (B) a pro rata portion of any bonus compensation under any employee bonus plan that has been approved by the Board of Directors (“Bonus Pay”) payable to you for the fiscal year in which your employment terminated to be paid at the same time that such incentive bonus would have been paid if such termination had not occurred. Your pro rata portion of any Bonus Pay shall be based upon the number of days in such calendar year elapsed through the Notice Date of such termination as a proportion of 365. The date you are notified that your employment with the Company is being terminated without Cause or the date you notify the Company that you are terminating your employment for Good Reason, shall be referred to herein as the “Notice Date.” The Severance Pay shall be payable in equal installments over the applicable number of months (the “Initial Severance Period”) in accordance with the Company’s then applicable payroll policies, beginning no earlier than seven (7) days after the effective date of the release described below, and will be subject to standard payroll deductions and withholdings; provided, however, that any Bonus Pay shall not be payable to you until such time as bonus compensation under the applicable employee bonus plan is paid to other employees of the Company; and (b) reimbursement of your out-of-pocket costs to continue your group health insurance benefits (and dependent coverage, if applicable) under COBRA at substantially the same level of coverage in effect immediately prior to the Notice Date for (i) twelve (12) months, if Severance Pay is payable pursuant to paragraph 5(a)(A)(i) above, or (ii) twelve (12) months, if Severance Pay is payable pursuant to paragraph 5(a)(A)(ii) above, following the last day of the month in which your Notice Date occurs, payable at the sole discretion of the Company either in advance on the first day of each month or in a single lump sum, whether or not you elect or are eligible to receive COBRA; provided, that even if you do not elect or are not eligible to receive COBRA, you shall receive the equivalent of such out-of-pocket costs paid by you not to exceed the costs that such benefits would equal under COBRA if you were so eligible. To receive any of the Severance Benefits, you must first sign and date a general release of claims in favor of the Company in the form attached hereto as Exhibit A (the “Release”). Such Release shall not be signed or dated until the Notice Date, and, except as otherwise required by applicable law, is not valid (and will not entitle you to Severance Benefits) unless signed and delivered to the Company within three (3) days after such Notice Date. (c) The Company may elect, in its sole discretion, to pay you the equivalent of up to twelve (12) months of your Base Salary in effect as of your last day of full-time employment with the Company, which additional payment shall extend your covenants and obligations set forth in Article IV of the Employee Intellectual Property, Confidentiality and Non-Compete Agreement for such additional period. If the Company elects to make such additional payment to you, the Company shall make such payments in equal installments over the applicable number of months following the Initial Severance Period in accordance with the Company’s then applicable payroll policies, or in the sole discretion of the Company as designated by the Company in writing within seven (7) days after the Notice Date, in a single lump sum cash payment, subject to standard payroll deductions and withholdings, and such additional amounts shall be deemed to be “Severance Pay” and to be part of the “Severance Benefits” for purposes of this Agreement.

Description of Severance Benefits. For purposes of this Amendment, “Severance Benefits” are defined as: (a) severance pay (the “Severance Pay”) equivalent to: (A)(i) twelve (12) months of your Base Salary (as defined below) in effect as of your last day of full-time employment with the Company if a Notice Date (as defined below) occurs (a) on the same day as a Corporate Transaction or (b) within thirteen (13) months after the effective date of a Corporate Transaction or (ii) six (6) months of your Base Salary (as defined below) in effect as of your last day of full-time employment with the Company if a Corporate Transaction has not occurred on or before the Notice DateTransaction; and (B) a pro rata portion of any bonus compensation under any employee bonus plan that has been approved by the Board of Directors (“Bonus Pay”) payable to you for the fiscal year in which your employment terminated to be paid at the same time that such incentive bonus would have been paid if such termination had not occurred. Your pro rata portion of any Bonus Pay shall be based upon the number of days in such calendar year elapsed through the Notice Date of such termination as a proportion of 365. The date you are notified that your employment with the Company is being terminated without Cause or the date you notify the Company that you are terminating your employment for Good Reason, shall be referred to herein as the “Notice Date.” The Severance Pay shall be payable in equal installments over the applicable number of months (the “Initial Severance Period”) in accordance with the Company’s then applicable payroll policies, beginning no earlier than seven (7) days after the effective date of the release described below, and will be be 1. subject to standard payroll deductions and withholdings; provided, however, that any Bonus Pay shall not be payable to you until such time as bonus compensation under the applicable employee bonus plan is paid to other employees of the Company; and (b) reimbursement of your out-of-pocket costs to continue your group health insurance benefits (and dependent coverage, if applicable) under COBRA at substantially the same level of coverage in effect immediately prior to the Notice Date for twelve (12) months following the last day of the month in which your Notice Date occurs, payable at the sole discretion of the Company either in advance on the first day of each month or in a single lump sum, whether or not you elect or are eligible to receive COBRA; provided, that even if you do not elect or are not eligible to receive COBRA, you shall receive the equivalent of such out-of-pocket costs paid by you not to exceed the costs that such benefits would equal under COBRA if you were so eligible. To receive any of the Severance Benefits, you must first sign and date a general release of claims in favor of the Company in the form attached hereto as Exhibit A (the “Release”). Such Release shall not be signed or dated until the Notice Date, and, except as otherwise required by applicable law, is not valid (and will not entitle you to Severance Benefits) unless signed and delivered to the Company within three (3) days after such Notice Date. (c) The Company may elect, in its sole discretion, to pay you the equivalent of up to twelve (12) months of your Base Salary in effect as of your last day of full-time employment with the Company, which additional payment shall extend your covenants and obligations set forth in Article IV of the Employee Intellectual Property, Confidentiality and Non-Compete Agreement for such additional period. If the Company elects to make such additional payment to you, the Company shall make such payments in equal installments over the applicable number of months following the Initial Severance Period in accordance with the Company’s then applicable payroll policies, or in the sole discretion of the Company as designated by the Company in writing within seven (7) days after the Notice Date, in a single lump sum cash payment, subject to standard payroll deductions and withholdings, and such additional amounts shall be deemed to be “Severance Pay” and to be part of the “Severance Benefits” for purposes of this Amendment. (b) A new paragraph (c) is added to Section 14 of the Employment Agreement, as follows: (c) Your obligations under Sections IV.A and IV.B(a) of the Employee Intellectual Property, Confidentiality and Non-Compete Agreement with the Company shall be limited to the period for which you receive Severance Pay under Section 5(a) or 5(c). The foregoing will not affect your obligations under Section IV.B(b) or (c) thereof.

Description of Severance Benefits. For purposes of this AmendmentIn the event the Officer becomes entitled to receive Severance Benefits as provided in Section 3.1(a) herein, “Severance Benefits” are defined asthe Employer (subject to Section 3.1(c)) shall provide the Officer with the following: (a) severance pay A lump-sum amount paid within thirty (30) calendar days following the “Severance Pay”) equivalent to: (A)(i) twelve (12) months date of your Base Salary (as defined below) the Qualifying 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 date of the Qualifying Termination. In the event the Officer is terminated following a performance year under the Officer Incentive Compensation Plan but prior to the payment of an incentive for such year, the Officer will not forfeit such incentive 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 incentive, any payments due under this provision corresponding to the amount of the deferral shall be paid or deferred in effect as of your last day of full-time employment accordance with the Company if a Notice Date (as defined below) occurs (a) on terms elected by the same day as a Corporate Transaction or Officer with respect to said plan under which the incentive is deferred. (b) A lump-sum amount, paid within thirteen thirty (1330) months after calendar days following return of the effective date signed Release (but not prior to the lapse of a Corporate Transaction or the seven (ii7) six day revocation period), but no later than March 15 of the year following the year in which the Qualifying Termination occurs, equal to [insert applicable amount based upon salary grade from the following: for Associate Vice President1.25 times Base Annual Salary; for Vice President through Executive Vice President 1.50 times Base Annual Salary; for President through Chief Executive Officer 1.75 times Base Annual Salary]. (6c) months The Officer’s termination of your Base Salary (as defined below) in effect as of your last day of full-time employment with the Company if a Corporate Transaction has not occurred on or before pursuant to the Notice Date; of Termination shall be treated as a resignation under the applicable incentive plan and the Officer shall be entitled to consideration for a pro-rata incentive to the extent provided for in the incentive plan. (Bd) a pro 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 June 1, 2020, as amended, or any replacement thereof, shall be treated in accordance with applicable provisions of the plan. Restricted Stock awarded to the Officer shall be forfeited, except for the pro-rata portion of any bonus compensation under any employee bonus plan that has been approved by such outstanding grant equal to a fraction, the Board numerator of Directors (“Bonus Pay”) payable to you for the fiscal year in which your employment terminated to be paid at the same time that such incentive bonus would have been paid if such termination had not occurred. Your pro rata portion of any Bonus Pay shall be based upon is the number of days in such calendar year elapsed through the Notice Date full and partial months of such termination as a proportion of 365. The date you are notified that your employment with the Company is being terminated without Cause or service from the date you notify of grant to the Company termination date and the denominator of which is the time duration of the award until vesting as of the grant date, expressed in months. Any shares that you are terminating your employment for Good Reason, not forfeited shall be referred paid out if subject only to herein as the “Notice Date.” The Severance Pay a time based vesting requirement, and otherwise shall continue to be subject to any applicable performance based vesting requirement and shall be payable paid out in equal installments over the applicable number 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 months (the “Initial Severance Period”) in accordance with the Company’s then applicable payroll policies, beginning no earlier than seven (7) days after the effective date of the release described below, Officer’s Qualifying Termination and will shall not be subject to standard payroll deductions further vesting requirements or to any forfeiture provisions. (f) For purposes of (1) the Officer’s retirement, (2) the SERP and withholdings; provided(3) benefits not expressly discussed in clauses (a) through (e) of this Section 3.2, howeverbut which are available to the general employee population or available only to officers and implemented with contracts with third parties, that any Bonus Pay shall not be payable to you until such 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 as bonus compensation under the applicable employee bonus plan is paid to other employees of the Company; andEffective 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.

Description of Severance Benefits. For purposes of this AmendmentAgreement, “Severance Benefits” are defined as: (a) severance Severance pay (the “Severance Pay”) equivalent to: (A)(iA) twelve (12) months of your Base Salary (as defined below) in effect as of your last day of full-time employment with the Company in accordance with this Agreement (i) if a Notice Date (as defined below) occurs (a) on the same day as a Corporate Transaction or (b) within thirteen (13) months after the effective date of a Corporate Transaction or (ii) six (6) months of your Base Salary (as defined below) in effect as of your last day of full-time employment with the Company if a Corporate Transaction has not occurred on or before the Notice Date; and (B) a pro rata portion of any bonus compensation under any employee bonus plan that has been approved by the Board of Directors (“Bonus Pay”) payable to you for the fiscal year in which your employment terminated to be paid at the same time that such incentive bonus would have been paid if such termination had has not occurred. Your pro rata portion of any Bonus Pay shall be based upon the number of days in such calendar year elapsed through the Notice Date of so such termination as a proportion of 365. The date you are notified that your employment with the Company is being terminated without Cause or the date you notify the Company that you are terminating your employment for Good Reason, shall be referred to herein as the “Notice Date.” The Severance Pay shall be payable in equal installments over the applicable number of months (the “Initial Severance Period”) in accordance with the Company’s then applicable payroll policies, beginning no earlier than seven (7) days after the effective date of the release described below, and will be subject to standard payroll deductions and withholdings; provided, however, that any Bonus Pay shall not be payable to you until such time as bonus compensation under the applicable employee bonus plan is paid to other employees of the Company; . To receive any of the Severance Benefits, you must first sign and date a general release of claims in favor of the Company in the form attached hereto as Exhibit A (the “Release”). Such Release shall not be signed or dated until the Notice Date, and, except as otherwise required by applicable law, is not valid (and will not entitle you to Severance Benefits) unless signed and delivered to the Company within three (3) days after such Notice Date. (b) The Company may elect, in its sole discretion, to pay you the equivalent of up to twelve (12) months of your Base Salary in effect as of your last day of employment with the Company in accordance with this Agreement, which additional payment shall extend your covenants and obligations set forth in Article IV of the Employee Intellectual Property, Confidentiality and Non-Compete Agreement for such additional period. If the Company elects to make such additional payment to you, the Company shall make such payments in equal installments over the applicable number of months following the Initial Severance Period in accordance with the Company’s then applicable payroll policies, or in the sole discretion of the Company as designated by the Company in writing within seven (7) days after the Notice Date, in a single lump sum cash payment, subject to standard payroll deductions and withholdings, and such additional amounts shall be deemed to be “Severance Pay” and to be part of the “Severance Benefits” for purposes of this Agreement.

Description of Severance Benefits. For purposes of this AmendmentIn the event the Officer becomes entitled to receive Severance Benefits as provided in Section 3.1(a) herein, “Severance Benefits” are defined asthe Employer (subject to Section 3.1(c)) shall provide the Officer with the following: (a) severance pay A lump-sum amount paid within thirty (30) calendar days following the “Severance Pay”) equivalent to: (A)(i) twelve (12) months date of your Base Salary (as defined below) the Qualifying 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 date of the Qualifying Termination. In the event the Officer is terminated following a performance year under the Officer Incentive Compensation Plan but prior to the payment of an incentive for such year, the Officer will not forfeit such incentive 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 incentive, any payments due under this provision corresponding to the amount of the deferral shall be paid or deferred in effect as of your last day of full-time employment accordance with the Company if a Notice Date (as defined below) occurs (a) on terms elected by the same day as a Corporate Transaction or Officer with respect to said plan under which the incentive is deferred. (b) A lump-sum amount, paid within thirteen thirty (1330) months after calendar days following return of the effective date signed Release (but not prior to the lapse of a Corporate Transaction or the seven (ii7) six day revocation period), but no later than March 15 of the year following the year in which the Qualifying Termination occurs, equal to [insert applicable amount based upon salary grade from the following: for E-1 and E-2 1.25 times Base Annual Salary; for E-3 through E-7 1.50 times Base Annual Salary; for E-8 and above 1.75 times Base Annual Salary]. (6c) months The Officer’s termination of your Base Salary (as defined below) in effect as of your last day of full-time employment with the Company if a Corporate Transaction has not occurred on or before pursuant to the Notice Date; of Termination shall be treated as a resignation under the applicable incentive plan and the Officer shall be entitled to consideration for a pro-rata incentive to the extent provided for in the incentive plan. (Bd) a pro 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 be forfeited, except for the pro-rata portion of any bonus compensation under any employee bonus plan that has been approved by such outstanding grant equal to a fraction, the Board numerator of Directors (“Bonus Pay”) payable to you for the fiscal year in which your employment terminated to be paid at the same time that such incentive bonus would have been paid if such termination had not occurred. Your pro rata portion of any Bonus Pay shall be based upon is the number of days in such calendar year elapsed through the Notice Date full and partial months of such termination as a proportion of 365. The date you are notified that your employment with the Company is being terminated without Cause or service from the date you notify of grant to the Company termination date and the denominator of which is the time duration of the award until vesting as of the grant date, expressed in months. Any shares that you are terminating your employment for Good Reason, not forfeited shall be referred paid out if subject only to herein as the “Notice Date.” The Severance Pay a time based vesting requirement, and otherwise shall continue to be subject to any applicable performance based vesting requirement and shall be payable paid out in equal installments over the applicable number 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 months (the “Initial Severance Period”) in accordance with the Company’s then applicable payroll policies, beginning no earlier than seven (7) days after the effective date of the release described below, Officer’s Qualifying Termination and will shall not be subject to standard payroll deductions further vesting requirements or to any forfeiture provisions. (f) For purposes of (1) the Officer’s retirement, (2) the SERP and withholdings; provided(3) benefits not expressly discussed in clauses (a) through (e) of this Section 3.2, howeverbut which are available to the general employee population or available only to officers and implemented with contracts with third parties, that any Bonus Pay shall not be payable to you until such 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 as bonus compensation under the applicable employee bonus plan is paid to other employees of the Company; andEffective 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.

Description of Severance Benefits. For purposes of this AmendmentAgreement, “Severance Benefits” are defined as: (a) (i) severance pay (the “Severance Pay”) equivalent to: (A)(i) twelve (12) months of your Base Salary (as defined below) in effect as of your last day of full-time employment with the Company if a Notice Date in accordance with this agreement (as defined below) occurs (a) on which payment will not extend your covenants and obligations set forth in Article IV of the same day as a Corporate Transaction or (b) within thirteen (13) months after the effective date of a Corporate Transaction or (ii) six (6) months of your Base Salary (as defined below) in effect as of your last day of fullEmployee Intellectual Property, Confidentiality and Non-time employment with the Company if a Corporate Transaction has not occurred on or before the Notice DateCompete Agreement); and (B) a pro rata portion of any bonus compensation under any employee bonus plan that has been approved by the Board of Directors (“Bonus Pay”) payable to you for the fiscal year in which your employment terminated to be paid at the same time that such incentive bonus would have been paid if such termination had not occurred; and (ii) acceleration of the vesting of fifty percent (50%) of the unvested portion of the Initial Option. Your pro rata portion of any Bonus Pay shall be based upon the number of days in such calendar year elapsed through the Notice Date of such termination as a proportion of 365. (For the purpose of clarification, the Bonus Pay is in addition to any bonus you have earned for the prior fiscal year under any employee bonus plan approved by the Board of Directors, which bonus shall be payable as provided in Section 3(a), regardless of whether the Notice Date occurs prior to the determination of the bonus for the prior fiscal year). The date you are notified that your employment with the Company is being terminated without Cause or the date you notify the Company that you are terminating your employment for Good Reason, shall be referred to herein as the “Notice Date.” The Severance Pay shall be payable in equal installments over the applicable number of twelve months (the “Initial Severance Period”) in accordance with the Company’s then applicable payroll policies, beginning no earlier than seven (7) days after the effective date of the release described below, and will be subject to standard payroll deductions and withholdings; provided, however, that any Bonus Pay shall not be payable to you until such time as bonus compensation under the applicable employee bonus plan is paid to other employees of the Company; and (b) reimbursement of your out-of-pocket costs to continue your group health insurance benefits (and dependent coverage, if applicable) under COBRA at substantially the same level of coverage in effect immediately prior to the Notice Date for twelve (12) months, following the last day of the month in which your Notice Date occurs, payable in advance on the first day of each month whether or not you elect or are eligible to receive COBRA; provided, that even if you do not elect or are not eligible to receive COBRA, you shall receive the equivalent of such out-of-pocket costs paid by you not to exceed the costs that such benefits would equal under COBRA if you were so eligible. To receive any of the Severance Benefits, you must first sign and date and must not revoke a general release of claims in favor of the Company in the form attached hereto as Exhibit A (the “Release”). Such Release shall not be signed or dated until the Notice Date, and, except as otherwise required by applicable law, is not valid (and will not entitle you to Severance Benefits) unless signed and delivered to the Company within three (3) days after such Notice Date. (c) The Company may elect, in its sole discretion, to pay you up to twelve (12) months of your Base Salary in effect as of your last day of employment with the Company in accordance with this agreement, which additional payment shall extend your covenants and obligations set forth in Article IV of the Employee Intellectual Property, Confidentiality and Non-Compete Agreement for an additional period equal to the number of months of your Base Salary that the Company elects to pay your under this sub-paragraph. If the Company elects to make such additional payment to you, the Company shall make such payments in equal installments over the applicable number of months following the Initial Severance Period, if any, in accordance with the Company’s then applicable payroll policies, or in the sole discretion of the Company as designated by the Company in writing within seven (7) days after the Notice Date, in a single lump sum cash payment, subject to standard payroll deductions and withholdings, and such additional amounts shall be deemed to be “Severance Pay” and to be part of the “Severance Benefits” for purposes of this Agreement.

Description of Severance Benefits. For purposes of this AmendmentIn the event the Officer becomes entitled to receive Severance Benefits as provided in Section 3.1(a) herein, “Severance Benefits” are defined asthe Employer (subject to Section 3.1(c)) shall provide the Officer with the following: (a) severance pay A lump-sum amount paid within thirty (30) calendar days following the “Severance Pay”) equivalent to: (A)(i) twelve (12) months date of your Base Salary (as defined below) the Qualifying 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 date of the Qualifying 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 effect as of your last day of full-time employment accordance with the Company if a Notice Date (as defined below) occurs (a) on terms elected by the same day as a Corporate Transaction or Officer with respect to said plan under which the bonus is deferred. (b) A lump-sum amount, paid within thirteen thirty (1330) months after calendar days following return of the effective date signed Release (but not prior to the lapse of a Corporate Transaction or the seven (ii7) six day revocation period), but no later than March 15 of the year following the year in which the Qualifying Termination occurs, 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]. (6c) months The Officer’s termination of your Base Salary (as defined below) in effect as of your last day of full-time employment with the Company if a Corporate Transaction has not occurred on or before pursuant to the Notice Date; 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. (Bd) a pro 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 be forfeited, except for the pro-rata portion of any bonus compensation under any employee bonus plan that has been approved by such outstanding grant equal to a fraction, the Board numerator of Directors (“Bonus Pay”) payable to you for the fiscal year in which your employment terminated to be paid at the same time that such incentive bonus would have been paid if such termination had not occurred. Your pro rata portion of any Bonus Pay shall be based upon is the number of days in such calendar year elapsed through the Notice Date full and partial months of such termination as a proportion of 365. The date you are notified that your employment with the Company is being terminated without Cause or service from the date you notify of grant to the Company termination date and the denominator of which is the time duration of the award until vesting as of the grant date, expressed in months. Any shares that you are terminating your employment for Good Reason, not forfeited shall be referred paid out if subject only to herein as the “Notice Date.” The Severance Pay a time based vesting requirement, and otherwise shall continue to be subject to any applicable performance based vesting requirement and shall be payable paid out in equal installments over the applicable number 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 months (the “Initial Severance Period”) in accordance with the Company’s then applicable payroll policies, beginning no earlier than seven (7) days after the effective date of the release described below, Officer’s Qualifying Termination and will shall not be subject to standard payroll deductions further vesting requirements or to any forfeiture provisions. (f) For purposes of (1) the Officer’s retirement, (2) the SERP and withholdings; provided(3) benefits not expressly discussed in clauses (a) through (e) of this Section 3.2, howeverbut which are available to the general employee population or available only to officers and implemented with contracts with third parties, that any Bonus Pay shall not be payable to you until such 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 as bonus compensation under the applicable employee bonus plan is paid to other employees of the Company; andEffective 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.

Description of Severance Benefits. For purposes of this AmendmentIn the event the Officer becomes entitled to receive Severance Benefits as provided in Section 3.1(a) herein, “Severance Benefits” are defined asthe Employer (subject to Section 3.1(c)) shall provide the Officer with the following: (a) severance pay A lump-sum amount paid within thirty (30) calendar days following the “Severance Pay”) equivalent to: (A)(i) twelve (12) months Effective Date of your Base Salary (as defined below) 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 effect as of your last day of full-time employment accordance with the Company if a Notice Date (as defined below) occurs (a) on terms elected by the same day as a Corporate Transaction or Officer with respect to said plan under which the bonus is deferred. (b) A lump-sum amount, paid within thirteen thirty (1330) months 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 effective 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]. Notwithstanding anything herein to the contrary, the payment described in this Section 3.2(b) will be made no later than 90 days following the date of a Corporate Transaction or (ii) six (6) months of your Base Salary (the Officer’s separation from service, as defined belowunder Section 409A, provided that, if such 90-day period begins in one taxable year and ends in a second taxable year, payment will be made in the second taxable year. [The provision in the preceding sentence also applies to the Officer Separation Agreement between Employer and Officer that expired December 31, 2012.] (c) in effect as The Officer’s termination of your last day of full-time employment with the Company if a Corporate Transaction has not occurred on or before pursuant to the Notice Date; 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. (Bd) a pro 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 be forfeited, except for the pro-rata portion of any bonus compensation under any employee bonus plan that has been approved by such outstanding grant equal to a fraction, the Board numerator of Directors (“Bonus Pay”) payable to you for the fiscal year in which your employment terminated to be paid at the same time that such incentive bonus would have been paid if such termination had not occurred. Your pro rata portion of any Bonus Pay shall be based upon is the number of days in such calendar year elapsed through the Notice Date full and partial months of such termination as a proportion of 365. The date you are notified that your employment with the Company is being terminated without Cause or service from the date you notify of grant to the Company termination date and the denominator of which is the time duration of the award until vesting as of the grant date, expressed in months. Any shares that you are terminating your employment for Good Reason, not forfeited shall be referred paid out if subject only to herein as the “Notice Date.” The Severance Pay shall be payable in equal installments over the applicable number of months (the “Initial Severance Period”) in accordance with the Company’s then applicable payroll policies, beginning no earlier than seven (7) days after the effective date of the release described belowa time based vesting requirement, and will otherwise shall continue to be subject to standard payroll deductions any applicable performance based vesting requirement and withholdings; providedshall be paid out in the future in conformance therewith. (e) If the Officer is a participant in the SERP, however, that any Bonus Pay the Officer’s retirement benefits under the SERP will become fully vested as of the Effective Date of Termination and shall not be payable subject to you until such 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 as bonus compensation under the applicable employee bonus plan is paid to other employees of the Company; andEffective 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.

Description of Severance Benefits. For purposes of this AmendmentIn the event the Officer becomes entitled to receive Severance Benefits as provided in Section 3.1(a) herein, “Severance Benefits” are defined asthe Employer (subject to Section 3.1(c)) shall provide the Officer with the following: (a) severance pay A lump-sum amount paid within thirty (30) calendar days following the “Severance Pay”) equivalent to: (A)(i) twelve (12) months Effective Date of your Base Salary (as defined below) in effect as Termination equal to the sum of your last day the Officer’s unpaid salary, unreimbursed business expenses, and unreimbursed allowances owed to the Officer through and including the Effective Date of full-time employment with Termination. In the Company if event the Officer is terminated following a Notice Date (as defined below) occurs (a) on 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 day as a Corporate Transaction or (b) within thirteen (13) months after is paid to active employees. To the effective date extent, if any, the Officer has elected to defer any bonus, any payments due under this provision corresponding to the amount of a Corporate Transaction or (ii) six (6) months of your Base Salary (as defined below) in effect as of your last day of full-time employment with the Company if a Corporate Transaction has not occurred on or before the Notice Date; and (B) a pro rata portion of any bonus compensation under any employee bonus plan that has been approved by the Board of Directors (“Bonus Pay”) payable to you for the fiscal year in which your employment terminated to deferral shall be paid at the same time that such incentive bonus would have been paid if such termination had not occurred. Your pro rata portion of any Bonus Pay shall be based upon the number of days in such calendar year elapsed through the Notice Date of such termination as a proportion of 365. The date you are notified that your employment with the Company is being terminated without Cause or the date you notify the Company that you are terminating your employment for Good Reason, shall be referred to herein as the “Notice Date.” The Severance Pay shall be payable in equal installments over the applicable number of months (the “Initial Severance Period”) deferred in accordance with the Company’s then applicable payroll policiesterms elected by the Officer with respect to said plan under which the bonus is deferred. (b) A lump-sum amount, beginning no earlier than 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 effective date 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 release described belowplan 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 will otherwise shall continue to be subject to standard payroll deductions any applicable performance based vesting requirement and withholdings; providedshall be paid out in the future in conformance therewith. (e) If the Officer is a participant in the SERP, however, that any Bonus Pay the Officer’s retirement benefits under the SERP will become fully vested as of the Effective Date of Termination and shall not be payable subject to you until such 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 as bonus compensation under the applicable employee bonus plan is paid to other employees of the Company; andEffective 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.

Description of Severance Benefits. For purposes of this AmendmentAgreement, “Severance Benefits” are defined as: (a) severance pay (the “Severance Pay”) equivalent to: (A)(i) twelve six (126) months of your Base Salary (as defined below) in effect as of your last day of full-time employment with the Company in accordance with this agreement if a Notice Date (as defined below) occurs (a) on the same day as a Corporate Transaction or (b) within thirteen (13) months after the effective date of a Corporate Transaction or (ii) six three (63) months of your Base Salary (as defined below) in effect as of your last day of full-time employment with the Company if a Corporate Transaction has not occurred on or within thirteen (13) months before the Notice Date; and (B) a pro rata portion of any bonus compensation under any employee bonus plan that has been approved by the Board of Directors (“Bonus Pay”) payable to you for the fiscal year in which your employment terminated to be paid at the same time that such incentive bonus would have been paid if such termination had not occurred. Your pro rata portion of any Bonus Pay shall be based upon the number of days in such calendar year elapsed through the Notice Date of such termination as a proportion of 365. The date you are notified that your employment with the Company is being terminated without Cause or the date you notify the Company that you are terminating your employment for Good Reason, shall be referred to herein as the “Notice Date.” The Severance Pay shall be payable in equal installments over the applicable number of months (the “Initial Severance Period”) in accordance with the Company’s then applicable payroll policies, beginning no earlier than seven (7) days after the effective date of the release described below, and will be subject to standard payroll deductions and withholdings; provided, however, that any Bonus Pay shall not be payable to you until such time as bonus compensation under the applicable employee bonus plan is paid to other employees of the Company; and (b) reimbursement of your out-of-pocket costs to continue your group health insurance benefits (and dependent coverage, if applicable) under COBRA at substantially the same level of coverage in effect immediately prior to the Notice Date for (i) twelve (12) months, if Severance Pay is payable pursuant to paragraph 5(a)(A)(i) above, or (ii) six (6) months, if Severance Pay is payable pursuant to paragraph 5(a)(A)(ii) above, following the last day of the month in which your Notice Date occurs, payable at the sole discretion of the Company either in advance on the first day of each month or in a single lump sum, whether or not you elect or are eligible to receive COBRA; provided, that even if you do not elect or are not eligible to receive COBRA, you shall receive the equivalent of such out-of-pocket costs paid by you not to exceed the costs that such benefits would equal under COBRA if you were so eligible. To receive any of the Severance Benefits, you must first sign and date a general release of claims in favor of the Company in the form attached hereto as Exhibit A (the “Release”). Such Release shall not be signed or dated until the Notice Date, and, except as otherwise required by applicable law, is not valid (and will not entitle you to Severance Benefits) unless signed and delivered to the Company within three (3) days after such Notice Date. (c) The Company may elect, in its sole discretion, to pay you the equivalent of up to twelve (12) months of your Base Salary in effect as of your last day of employment with the Company in accordance with this agreement, which additional payment shall extend your covenants and obligations set forth in Article IV of the Employee Intellectual Property, Confidentiality and Non-Compete Agreement for such additional period. If the Company elects to make such additional payment to you, the Company shall make such payments in equal installments over the applicable number of months following the Initial Severance Period in accordance with the Company’s then applicable payroll policies, or in the sole discretion of the Company as designated by the Company in writing within seven (7) days after the Notice Date, in a single lump sum cash payment, subject to standard payroll deductions and withholdings, and such additional amounts shall be deemed to be “Severance Pay” and to be part of the “Severance Benefits” for purposes of this Agreement.

Description of Severance Benefits. For purposes of this AmendmentIn the event the Officer becomes entitled to receive Severance Benefits as provided in Section 3.1(a) herein, “Severance Benefits” are defined asthe Employer (subject to Section 3.1(c)) shall provide the Officer with the following: (a) severance pay A lump-sum amount paid within thirty (30) calendar days following the “Severance Pay”) equivalent to: (A)(i) twelve (12) months Effective Date of your Base Salary (as defined below) 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 effect as of your last day of full-time employment accordance with the Company if a Notice Date (as defined below) occurs (a) on terms elected by the same day as a Corporate Transaction or Officer with respect to said plan under which the bonus is deferred. (b) A lump-sum amount, paid within thirteen thirty (1330) months 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 effective date Officer of a Corporate Transaction or 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]. (iic) six (6) months The Officer’s termination of your Base Salary (as defined below) in effect as of your last day of full-time employment with the Company if a Corporate Transaction has not occurred on or before pursuant to the Notice Date; 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. (Bd) a pro 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 be forfeited, except for the pro-rata portion of any bonus compensation under any employee bonus plan that has been approved by such outstanding grant equal to a fraction, the Board numerator of Directors (“Bonus Pay”) payable to you for the fiscal year in which your employment terminated to be paid at the same time that such incentive bonus would have been paid if such termination had not occurred. Your pro rata portion of any Bonus Pay shall be based upon is the number of days in such calendar year elapsed through the Notice Date full and partial months of such termination as a proportion of 365. The date you are notified that your employment with the Company is being terminated without Cause or service from the date you notify of grant to the Company termination date and the denominator of which is the time duration of the award until vesting as of the grant date, expressed in months. Any shares that you are terminating your employment for Good Reason, not forfeited shall be referred paid out if subject only to herein as the “Notice Date.” The Severance Pay shall be payable in equal installments over the applicable number of months (the “Initial Severance Period”) in accordance with the Company’s then applicable payroll policies, beginning no earlier than seven (7) days after the effective date of the release described belowa time based vesting requirement, and will otherwise shall continue to be subject to standard payroll deductions any applicable performance based vesting requirement and withholdings; providedshall be paid out in the future in conformance therewith. (e) If the Officer is a participant in the SERP, however, that any Bonus Pay the Officer’s retirement benefits under the SERP will become fully vested as of the Effective Date of Termination and shall not be payable subject to you until such 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 as bonus compensation under the applicable employee bonus plan is paid to other employees of the Company; andEffective 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.

Description of Severance Benefits. For purposes of this AmendmentAgreement, “Severance Benefits” are defined as: (a) severance pay (the “Severance Pay”) equivalent to: (A)(i) twelve (12) months of your Base Salary (as defined below) in effect as of your last day of full-time employment with the Company if a the Notice Date (as defined below) occurs (a) on the same day as a Corporate Transaction or (b) within thirteen (13) months after the effective date of a Corporate Transaction or (ii) six (6) months of your Base Salary (as defined below) in effect as of your last day of full-time employment with the Company if a Corporate Transaction has not occurred on or within thirteen (13) months before the Notice Date; and (B) a pro rata portion of any bonus compensation under any employee bonus plan that has been approved by the Board of Directors (“Bonus Pay”) payable to you for the fiscal year in which your employment terminated to be paid at the same time that such incentive bonus would have been paid if such termination had not occurred. Your pro rata portion of any Bonus Pay shall be based upon the number of days in such calendar year elapsed through the Notice Date of such termination as a proportion of 365. The date you are notified that your employment with the Company is being terminated without Cause or the date you notify the Company that you are terminating your employment for Good Reason, shall be referred to herein as the “Notice Date.” The Severance Pay shall be payable in equal installments over the applicable number of months (the “Initial Severance Period”) in accordance with the Company’s then applicable payroll policies, beginning no earlier than seven (7) days after commencing on the first regular payroll date following the effective date of the release described Release (as defined below, and will be subject to standard payroll deductions and withholdings); provided, however, that if the consideration period for the Release begins in one calendar year and ends in a second calendar year, the Severance Pay shall begin in the second calendar year; provided, further, that the initial payment shall include a catch-up payment (without interest) to cover amounts retroactive to the date immediately following your last day of employment; provided, further that, any Bonus Pay shall not be payable to you until such time as bonus compensation under the applicable employee bonus plan is paid to other employees of the Company; . (b) reimbursement of your out-of-pocket costs to continue your group health insurance benefits (and dependent coverage, if applicable) under COBRA at substantially the same level of coverage in effect immediately prior to the Notice Date for (i) twelve (12) months, if Severance Pay is payable pursuant to paragraph 5(a)(A)(i) above, or (ii) six (6) months, if Severance Pay is payable pursuant to paragraph 5(a)(A)(ii) above, provided that you timely elect continued coverage under COBRA. This reimbursement shall cease if you become eligible for group health insurance coverage through a new employer or you cease to be eligible for COBRA continuation coverage for any reason, including plan termination. In either such event, you must 249091796 v1 immediately notify the Company. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot reimburse your COBRA premiums without a substantial risk of violating applicable law, the Company instead shall pay you, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month, subject to applicable tax withholdings, which you may, but are not obligated to, use such toward the cost of COBRA premiums. To receive any of the Severance Benefits, you must first sign and date a general release of claims in favor of the Company in the form presented by the Company, which will be substantially in the form attached hereto as Exhibit A (the “Release”), and allow such Release to become effective. Such Release shall not be signed or dated until the Notice Date, and, except as otherwise required by applicable law, is not valid (and will not entitle you to Severance Benefits) unless signed and delivered to the Company within the time frame requested by the Company.

Description of Severance Benefits. For purposes of this Amendment, “Severance Benefits” are defined as: (a) severance pay (the “Severance Pay”) equivalent to: (A)(i) twelve (12) months of your Base Salary (as defined below) in effect as of your last day of full-time employment with the Company in accordance with this agreement if a Notice Date (as defined below) occurs (a) on the same day as a Corporate Transaction or (b) within thirteen (13) months after the effective date of a Corporate Transaction or (ii) six four (64) months of your Base Salary (as defined below) in effect as of your last day of full-time employment with the Company if a Corporate Transaction has not occurred on or within thirteen (13) months before the Notice Date; and (B) a pro rata portion of any bonus compensation under any employee bonus plan that has been approved by the Board of Directors (“Bonus Pay”) payable to you for the fiscal year in which your employment terminated to be paid at the same time that such incentive bonus would have been paid if such termination had not occurred. Your pro rata portion of any Bonus Pay shall be based upon the number of days in such calendar year elapsed through the Notice Date of such termination as a proportion of 365. The date you are notified that your employment with the Company is being terminated without Cause or the date you notify the Company that you are terminating your employment for Good Reason, shall be referred to herein as the “Notice Date.” The Severance Pay shall be payable in equal installments over the the 1. applicable number of months (the “Initial Severance Period”) in accordance with the Company’s then applicable payroll policies, beginning no earlier than seven (7) days after the effective date of the release described below, and will be subject to standard payroll deductions and withholdings; provided, however, that any Bonus Pay shall not be payable to you until such time as bonus compensation under the applicable employee bonus plan is paid to other employees of the Company; and (b) reimbursement of your out-of-pocket costs to continue your group health insurance benefits (and dependent coverage, if applicable) under COBRA at substantially the same level of coverage in effect immediately prior to the Notice Date for (i) twelve (12) months, if Severance Pay is payable pursuant to paragraph 5(a)(A)(i) above, or (ii) four (4) months, if Severance Pay is payable pursuant to paragraph 5(a)(A)(ii) above, following the last day of the month in which your Notice Date occurs, payable at the sole discretion of the Company either in advance on the first day of each month or in a single lump sum, whether or not you elect or are eligible to receive COBRA; provided, that even if you do not elect or are not eligible to receive COBRA, you shall receive the equivalent of such out-of-pocket costs paid by you not to exceed the costs that such benefits would equal under COBRA if you were so eligible. To receive any of the Severance Benefits, you must first sign and date a general release of claims in favor of the Company in the form attached hereto as Exhibit A (the “Release”). Such Release shall not be signed or dated until the Notice Date, and, except as otherwise required by applicable law, is not valid (and will not entitle you to Severance Benefits) unless signed and delivered to the Company within three (3) days after such Notice Date. (c) The Company may elect, in its sole discretion, to pay you the equivalent of up to twelve (12) months of your Base Salary in effect as of your last day of employment with the Company in accordance with this agreement, which additional payment shall extend your covenants and obligations set forth in Article IV of the Employee Intellectual Property, Confidentiality and Non-Compete Agreement for such additional period. If the Company elects to make such additional payment to you, the Company shall make such payments in equal installments over the applicable number of months following the Initial Severance Period in accordance with the Company’s then applicable payroll policies, or in the sole discretion of the Company as designated by the Company in writing within seven (7) days after the Notice Date, in a single lump sum cash payment, subject to standard payroll deductions and withholdings, and such additional amounts shall be deemed to be “Severance Pay” and to be part of the “Severance Benefits” for purposes of this Agreement. (b) A new paragraph (c) is added to Section 14 of the Employment Agreement, as follows: (c) Your obligations under Sections IV.A and IV.B(a) of the Employee Intellectual Property, Confidentiality and Non-Compete Agreement 2. with the Company shall be limited to the period for which you receive Severance Pay under Section 5(a) or 5(c). The foregoing will not affect your obligations under Section IV.B(b) or (c) thereof.