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EXHIBIT (10)(c)
EMPLOYMENT AGREEMENT
Agreement between CMS Energy Corporation, a Michigan corporation
("Company") and Xxxxxxx X. Xxxxxxx ("Executive") dated this 29th day of April
1998.
Whereas the Company considers the maintenance of a vital
management at CMS NOMECO Oil & Gas Co. ("NOMECO") essential to the best
interests of the Company and its shareholders.
Whereas the Company wishes to encourage the continuing dedication
and attention of the key executives of NOMECO's management without the possible
distraction arising from the engagement of a new Chief Executive Officer.
Therefore, the parties agree as follows:
1. Operation of Agreement. The "Effective Date" shall be the
employment date of the successor Chief Executive Officer to Xxxxxx X. Xxxxxx.
2. Employment. A period extending one year from the Effective Date
shall be the Employment Period.
3. Termination Without Cause. In the event that NOMECO terminates
the Executive's employment without cause during the Employment Period, the
Executive shall receive a separation payment equal to his regular annual salary
at the time of termination of employment plus an amount equal to the standard
award for his salary grade under the NOMECO Annual Executive Incentive
Compensation Plan. The separation payment shall be paid in a lump sum or as
otherwise directed by the Executive.
4. No Obligation to Mitigate Damages. The Executive shall have no
obligation to seek other employment, and the obtaining of other employment shall
not reduce the Company's obligation to make the payments required hereunder.
5. Non-Alienation. No benefits payable hereunder shall be
assignable in anticipation of payment either by the Executive or by operation of
law, except by will or the laws of descent and distribution.
6. Governing Law. The provisions of this Agreement shall be
construed
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in accordance with the laws of the State of Michigan.
7. Severability. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement.
IN WITNESS WHEREOF, the Company and the Executive have executed
this Agreement as of the date above.
CMS ENERGY CORPORATION
/s/ Xxxxxxx X. Xxxxxxx By /s/ Xxxxxxx X. XxXxxxxxx, Xx.
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Xxxxxxx X. Xxxxxxx Xxxxxxx X. XxXxxxxxx, Xx.
Chairman of the Board and Chief
Executive Officer
