Change in Control
Agreement
Tier IV Change
in Control as of August, 2008
|
|
|
|
|
|
Article 1. Establishment, Term, and
Purpose
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
2
|
|
|
|
|
|
|
|
Article 3. Change in Control Severance
Benefits
|
|
|
9
|
|
|
|
|
|
|
|
Article 4. Notice of Termination;
Resignation as Officer and Director
|
|
|
12
|
|
|
|
|
|
|
|
Article 5. Restrictive Covenants and
Clawback
|
|
|
13
|
|
|
|
|
|
|
|
Article 6. Excise Tax Equalization
Payment
|
|
|
16
|
|
|
|
|
|
|
|
Article 7. Dispute Resolution and
Notice
|
|
|
17
|
|
|
|
|
|
|
|
Article 8. Successors and
Assignment
|
|
|
18
|
|
|
|
|
|
|
|
|
|
|
|
19
|
|
|
|
|
|
|
|
Exhibit A. General Release
Agreement
|
|
|
23
|
|
Tier IV Change
in Control as of August, 2008
Change in Control
Agreement
THIS CHANGE IN
CONTROL AGREEMENT (hereinafter referred to as this
“Agreement”) is made, entered into, and effective as of
, 20 (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
“Executive”).
WHEREAS, the Board
of Directors of CMS Energy Corporation, a Michigan corporation
(hereinafter referred to as “CMS Energy Corporation”)
has approved entering into change in control agreements with
certain key executives as being necessary and advisable for the
success of CMS Energy Corporation;
WHEREAS, the
Executive is currently employed at
, by the Employer in a key management position as
;
WHEREAS, the Board
of Directors of CMS Energy Corporation wants to provide the
Executive with a measure of financial security in the event of a
change in control of CMS Energy Corporation as defined in this
Agreement; and
WHEREAS, both the
Executive and the Employer seek to have any proposal involving a
change in control of CMS Energy Corporation as defined in this
Agreement be considered by the Executive objectively and with
reference 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
agreements of the Executive and the Employer and of other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Executive and the Employer, intending to
be legally bound, agree as follows:
Article 1. Establishment, Term, and
Purpose
This Agreement
will commence on the Effective Date and shall continue in effect
until December 31, 2010. However, at December 31, 2010, and,
if extended, at the end of each additional year thereafter, the
term of this Agreement shall be extended automatically for one
(1) additional year, unless the Committee (as defined in
Section 2.13 herein) delivers notice six (6) months prior
to the end of such term, or extended term, to the Executive,
stating that the Agreement 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 in Section 2.10 herein) of CMS Energy Corporation, the
term of this Agreement shall automatically be extended to the
earlier of (i) the date that is two (2) years from the
date of the Change in Control if the current term of this Agreement
has less than two (2) full years
1
Tier IV Change
in Control as of August, 2008
remaining until
its expiration or (ii) the date the Executive attains age 65.
If the term of this Agreement is not extended, the Employer is not
obligated to pay any severance benefits under Section 3.2
herein for a Change in Control that happens after the expiration of
the term of this Agreement. In addition, notwithstanding the above,
any obligation of the Employer arising during the term of this
Agreement shall survive the termination of this Agreement until
paid in full, provided that the Executive has provided or received
a Notice of Termination within the applicable time limitations
under Section 2.26 herein. Notwithstanding the forgoing, the
obligations of the Executive under Article 5 herein shall
continue in effect and survive the expiration of the term of this
Agreement.
Whenever used in
this Agreement, the following terms shall have the meanings set
forth below:
|
|
2.1
|
|
“Affiliate”
has the meaning set
forth in Rule 12b-2 under the Exchange Act.
|
|
|
|
|
|
|
|
2.2
|
|
“Agreement”
means this agreement,
including the “whereas” clauses and
Exhibit A.
|
|
|
|
|
|
|
|
2.3
|
|
“Base Annual
Salary” means the greater of the
Executive’s full annual salary, whether or not any portion
thereof is paid on a deferred basis, at: (i) the Effective
Date of Termination, or (ii) at the date of the Change in
Control. It does not include any incentive compensation in any
form, bonuses of any type or any other form of monetary or
nonmonetary compensation other than salary.
|
|
|
|
|
|
|
|
2.4
|
|
“Beneficial
Owner” has the meaning set forth in
Rule 13d-3 under the Exchange Act.
|
|
|
|
|
|
|
|
2.5
|
|
“Beneficiary”
means the persons or
Entities designated by the Executive pursuant to Section 9.5
herein.
|
|
|
|
|
|
|
|
2.6
|
|
“Benefit plan clawback
provision” has the meaning set forth in
Section 5.1(g) herein.
|
|
|
|
|
|
|
|
2.7
|
|
“Bonus-based
payment” has the meaning set forth in
Section 5.1(g) herein.
|
|
|
|
|
|
|
|
2.8
|
|
“Board”
means the Board of
Directors of CMS Energy Corporation.
|
|
|
|
|
|
|
|
2.9
|
|
“Cause”
is determined solely by
the Committee in the exercise of good faith and reasonable
judgment, and means the occurrence of any one or more of the
following:
|
|
|
(a)
|
|
The
continued failure by the Executive to substantially perform his or
her duties of employment (other than any such failure resulting
from the Executive’s Disability), after a demand for
substantial performance is delivered to the Executive that
identifies the manner in which the Committee believes that the
Executive has not substantially performed his or her
duties,
|
2
Tier IV Change
in Control as of August, 2008
|
|
|
|
and
the Executive has failed to remedy the situation within a
reasonable period of time specified by the Committee which shall
not be less than 30 days; or
|
|
|
|
|
|
|
|
(b)
|
|
The
Executive’s (i) indictment for a felony or (ii) a
conviction for a misdemeanor involving fraud, embezzlement, theft,
misappropriation, or failure to be truthful; or
|
|
|
|
|
|
|
|
(c)
|
|
The
Executive’s (i) gross negligence, (ii) failure or
refusal, on request or demand by the Employer or any governmental
authority, to provide testimony to or to cooperate with any
governmental regulatory authority, or any other similar
non-cooperation by the Executive, (iii) willful engaging in
misconduct materially or demonstrably injurious to the business or
reputation (by adverse publicity or otherwise) of CMS Energy
Corporation or its Affiliates, monetarily or otherwise, or
(iv) violation of a material provision of the Employer’s
code of conduct and code of ethics, including but not limited to
violations of the Employer’s policies relating to substance
abuse and discrimination; or
|
|
|
|
|
|
|
|
(d)
|
|
The
Executive’s breach of the terms of Article 5
herein.
|
|
|
|
|
However, for purposes of clause (c),
no act or failure to act on the Executive’s part shall be
considered “willful” if done, or omitted to be done, by
the Executive (i) in good faith and (ii) with reasonable
belief that his or her action or omission was in the best interest
of CMS Energy Corporation or its Affiliates.
|
|
|
|
|
|
|
|
2.10
|
|
“Change in
Control” means a change in control of CMS
Energy Corporation, and shall be 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
securities beneficially owned by such Person any securities
acquired directly from CMS Energy Corporation or its Affiliates)
representing thirty percent (30%) or more of the combined voting
power for the election of directors of CMS Energy
Corporation’s then outstanding equity securities with the
power under ordinary circumstances to vote for the election of
directors, excluding any Person who becomes such a Beneficial Owner
in connection with a transaction described in clause (i) of
Section 2.10 (c) below; or
|
|
|
|
|
|
|
|
(b)
|
|
The
following individuals cease for any reason to constitute a majority
of directors then serving: individuals who, on the Effective Date,
constitute the Board and any new director (other than a director
whose initial assumption of office is in connection with an actual
or threatened election contest, including but not limited to a
consent solicitation, relating to the election of directors of CMS
Energy Corporation) whose appointment or election by the Board or
nomination for election by CMS Energy Corporation’s
stockholders was
|
3
Tier IV Change
in Control as of August, 2008
|
|
|
|
approved or recommended by a vote of
at least two-thirds (2/3) of the directors then still in office who
either were directors on the Effective Date or whose appointment,
election or nomination for election was previously so approved or
recommended; or
|
|
|
|
|
|
|
|
(c)
|
|
The
consummation of a merger or consolidation of CMS Energy Corporation
or any direct or indirect subsidiary of CMS Energy Corporation with
any other corporation or other entity, other than: (i) any
such merger or consolidation which involves either CMS Energy
Corporation or any such subsidiary and would result in the voting
securities of CMS Energy Corporation outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or
by being converted into voting securities of the surviving entity
or any parent thereof), in combination with the ownership of any
trustee or other fiduciary holding securities under an employee
benefit plan of CMS Energy Corporation or its Affiliates, at least
fifty-one percent (51%) of the combined voting power of the voting
securities of CMS Energy Corporation or the surviving entity or any
parent thereof outstanding immediately after such merger or
consolidation and immediately following which the individuals who
comprise the Board immediately prior thereto constitute at least a
majority of the board of directors of CMS Energy Corporation, the
entity surviving such merger or consolidation or, if CMS Energy
Corporation or the entity surviving such merger is then a
subsidiary, the ultimate parent thereof; or (ii) a merger or
consolidation 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, of
securities of CMS Energy Corporation (not including in the
securities beneficially owned by such Person any securities
acquired directly from CMS Energy Corporation or its Affiliates)
representing thirty percent (30%) or more of the combined voting
power of CMS Energy Corporation’s then outstanding
securities; or
|
|
|
|
|
|
|
|
(d)
|
|
Either (1) the stockholders of
CMS Energy Corporation approve a plan of complete liquidation or
dissolution of CMS Energy Corporation and such plan is consummated,
or (2) there is consummated an agreement for the sale,
transfer or disposition by CMS Energy Corporation of all or
substantially all of CMS Energy Corporation’s assets (or any
transaction 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 Consumers Energy Company shall
constitute a sale, transfer or disposition of substantially all of
the assets of CMS Energy Corporation and (ii) the sale, transfer or
disposition of subsidiaries or affiliates of CMS Energy
Corporation, singly or in combinations, or their assets, only
qualifies as a Change in Control if it satisfies the substantiality
test contained in that clause and the Board of CMS Energy
Corporation’s determination in that regard is final. In
addition, for purposes of clause (d)(2), the sale, transfer or
disposition of assets has to be in a transaction or series of
transactions closing within six (6) months after the
|
4
Tier IV Change
in Control as of August, 2008
|
|
|
|
closing of the first transaction in
the series, other than with an entity in which at least fifty-one
(51%) of the combined voting power of the voting securities is
owned by stockholders of CMS Energy Corporation in substantially
the same proportions as their ownership of CMS Energy Corporation
immediately prior to such transaction or transactions and
immediately following which the individuals who comprise the Board
immediately prior thereto constitute at least a majority of the
board of directors of the entity to which such assets are sold,
transferred or disposed or, if such entity is a subsidiary, the
ultimate parent thereof.
|
|
|
|
|
Notwithstanding the foregoing
clauses (a), (c) and (d), a “Change in Control”
shall not be deemed to have occurred by virtue of the consummation
of any transaction or series of integrated transactions closing
within six (6) months after the closing of the first
transaction in the series immediately following which the record
holders of the common stock of CMS Energy Corporation immediately
prior to such transaction or series of transactions continue to
have substantially the same proportionate ownership in an entity
which owns all or substantially all of the assets of CMS Energy
Corporation immediately following such transaction or series of
transactions.
|
|
|
2.11
|
|
“Change in Control Severance
Benefits” has the meaning ascribed to the
same in Article 3 herein.
|
|
|
|
|
|
|
|
2.12
|
|
“Code”
means the United States
Internal Revenue Code of 1986, as amended, and any successors
thereto.
|
|
|
|
|
|
|
|
2.13
|
|
“Committee”
means the Compensation
and Human Resources Committee of the Board or any other committee
appointed by the Board to perform the functions of the Compensation
and Human Resources Committee. The Committee is responsible for the
administration of this Agreement and shall interpret and apply the
provisions of this Agreement. Notwithstanding the above, the
Committee may obtain and rely upon advice from consultants,
attorneys and advisors of its choice in making determinations
concerning this Agreement.
|
|
|
|
|
|
|
|
2.14
|
|
“Direct
Competitor” has the meaning set forth in
Section 5.1(a) herein.
|
|
|
|
|
|
|
|
2.15
|
|
“Disability”
means a determination by
the insurer or third-party administrator under an individual and/or
group disability policy covering the Executive that the Executive
is totally and permanently disabled as defined in the policy, or if
there is no such coverage, then a disability that satisfies the
requirements of total and permanent disability under Section 22(e)
of the Code.
|
|
|
|
|
|
|
|
2.16
|
|
“Effective
Date” means the date of this Agreement set
forth in the first paragraph of this Agreement.
|
|
|
|
|
|
|
|
2.17
|
|
“Effective Date of
Termination” means the first day of any month
following the date on which a Qualifying Termination occurs, as
provided under Section 2.28
|
5
Tier IV Change
in Control as of August, 2008
|
|
|
|
herein, which triggers the payment
of Change in Control Severance Benefits hereunder. Such first day
of such month shall be specified in the Notice of Termination. If
Executive is otherwise eligible for retirement, he or she may elect
to retire on the Effective Date of Termination without waiving any
Change in Control Severance Benefits to which he or she may be
entitled pursuant to this Agreement.
|
|
|
|
|
|
|
|
2.18
|
|
“Employer”
means the corporation
named in the first paragraph of this Agreement as the
Employer.
|
|
|
|
|
|
|
|
2.19
|
|
“Entity”
means any corporation,
partnership, limited liability company, joint venture, sole
proprietorship or firm.
|
|
|
|
|
|
|
|
2.20
|
|
“Exchange
Act” means the United States Securities
Exchange Act of 1934, as amended.
|
|
|
|
|
|
|
|
2.21
|
|
“Excise Tax”
has the meaning set
forth in Section 6.1 herein.
|
|
|
|
|
|
|
|
2.22
|
|
“Executive”
means the individual
named in the first paragraph of this Agreement.
|
|
|
|
|
|
|
|
2.23
|
|
“Exempt
Person” has the meaning set forth in
Section 5.1(b) herein.
|
|
|
|
|
|
|
|
2.24
|
|
“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 means, without the
Executive’s express prior consent, the occurrence of any one
or more of the following:
|
|
|
(a)
|
|
The
assignment to the Executive of duties materially inconsistent with
the Executive’s position (including status, offices, titles,
and reporting requirements), authority, duties or responsibilities
as in effect on the Effective Date, or any action by the Employer
which results in a material diminution of the Executive’s
position, authority, duties, or responsibilities as constituted as
of the Effective Date (excluding an isolated, insubstantial, and
inadvertent action which is remedied by the Employer promptly after
receipt of notice thereof given by the Executive), provided,
however that a Change in Control which results in the Employer
becoming controlled by another Entity, after which the
Executive’s position, authority, duties or responsibilities
do not, taken as a whole, change (except in respect of the Persons
or Entities to which he or she reports or the duties he or she
performs due to becoming controlled by such other Entity), shall
not constitute a material change in the Executive’s position,
authority, duties or responsibilities; or
|
|
|
|
|
|
|
|
(b)
|
|
Materially reducing the
Executive’s Base Salary; or
|
|
|
|
|
|
|
|
(c)
|
|
Materially reducing the
Executive’s targeted annual incentive opportunity;
or
|
6
Tier IV Change
in Control as of August, 2008
|
|
(d)
|
|
Materially reducing the
Executive’s targeted long-term incentive opportunity;
or
|
|
|
|
|
|
|
|
(e)
|
|
A
material failure to maintain the Executive’s aggregate amount
of benefits under, or relative level of participation in, employee
benefit or retirement plans, policies, practices, or arrangements
of a material nature available to employees of CMS Energy
Corporation and its Affiliates and in which the Executive
participates as of the date of a Change in Control; or
|
|
|
|
|
|
|
|
(f)
|
|
A
material breach of this Agreement by the Employer which is not
remedied by the Employer after receipt of notice of such breach
delivered by the Executive to the Committee; or
|
|
|
|
|
|
|
|
(g)
|
|
Any
successor company fails or refuses to assume the obligations owed
to Executive under this Agreement in their entirety, as required by
Section 8.1 herein; or
|
|
|
|
|
|
|
|
(h)
|
|
The
Executive is required to be based at a location in excess of
thirty-five (35) miles from both (i) the
Executive’s primary residence and (ii) the location of the
Executive’s principal job location or office, both
immediately prior to a Change in Control, except for required
travel on the Employer’s or CMS Energy Corporation’s
business to an extent substantially consistent with the
Executive’s prior business travel obligations.
|
|
|
|
|
Notwithstanding the above,
(i) no amendment of, or termination and replacement of, any
annual or long term incentive plan, or benefit or retirement plan,
policy, practice or arrangement referred to in (c) (d) or
(e) above, shall be deemed to constitute Good Reason so long
as the opportunities or amounts referred to therein remain
unchanged after such amendment or such termination and replacement;
and (ii) the Executive must provide notice to the Employer of
the existence of Good Reason not more than ninety (90) days
after the initial existence of the circumstance that constitutes
Good Reason as set forth above and provide a period of thirty
(30) days for the Employer to remedy the circumstance giving
rise to the Good Reason and thus not have to pay the Change in
Control Severance Benefits as provided for under Section 3.2
herein; provided, however, that the failure by the Executive to
give such notice within such ninety (90) days shall constitute
a waiver of such Good Reason by the Executive in that instance. The
remedying of any circumstances by Employer or the failure of the
Executive to give such notice as aforesaid, shall not impair
Executive’s right to claim Good Reason based upon a
recurrence of such circumstances or the occurrence of different
circumstances within the time period (twenty-four (24) months
following a Change in Control) specified in the first sentence of
this section. All provisions and interpretations relating to Good
Reason are to be applied consistent with Section 409A of the
Code and the applicable Treasury Regulations at
Section 1.409A-1(n)(2), and their successors
(“Section 409A”).
|
|
|
|
|
|
|
|
2.25
|
|
“Gross-Up
Payment” has the meaning set forth in
Section 6.1 herein.
|
7
Tier IV Change
in Control as of August, 2008
|
|
2.26
|
|
“Notice of
Termination” shall be provided for a Qualifying
Termination and shall mean a notice which shall indicate the
specific termination provision in this Agreement relied upon, and
shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for a Qualifying Termination. The notice
shall provide a specific date (i) on which a Qualifying
Termination has occurred and (ii) designated as the Effective
Date of Termination. Such Notice of Termination when provided by
the Executive for Good Reason as set forth in Section 2.24
herein (prior to the expiration of the ninety (90) day notice
and after the thirty (30) day cure period described in Section
2.24 herein) shall be consistent with the requirements of
Section 409A.
|
|
|
|
|
|
|
|
2.27
|
|
“Person”
shall have the meaning
ascribed to such term in Section 3(a)(9) of the Exchange Act
and used in Sections 13(d) and 14(d) thereof, including a
“group” as provided in Section 13(d).
|
|
|
|
|
|
|
|
2.28
|
|
“Qualifying
Termination” means:
|
|
|
(a)
|
|
A
termination of the Executive’s employment by the Employer on
the date of a Change in Control or during the twenty-four
(24) months which follow a Change in Control for reasons other
than death, Disability, or Cause pursuant to a Notice of
Termination delivered to the Executive by the Employer;
or
|
|
|
|
|
|
|
|
(b)
|
|
A
termination by the Executive for Good Reason on the date of a
Change in Control or during the twenty-four (24) months which
follow a Change in Control pursuant to a Notice of Termination
delivered to the Employer by the Executive.
|
|
|
2.29
|
|
“Release”
means the signed release
of claims and resignation of all positions as an officer or
director of the Employer and any company affiliated with the
Employer, which shall be substantially in the form attached hereto
as Exhibit A.
|
|
|
|
|
|
|
|
2.30
|
|
“Section 409A”
has the meaning set
forth in Section 2.24 herein.
|
|
|
|
|
|
|
|
2.31
|
|
“SERP”
means the retirement
plan applicable to the Executive and entitled “Supplemental
Executive Retirement Plan for the Employees of CMS Energy/Consumers
Energy Company,” dated December 1, 2007, as amended, or
under the successor or replacement of such retirement plan if it is
then no longer in effect. [For the Executives covered under the
defined contribution supplemental executive retirement plan, the
following definition shall be used: “means the retirement
plan applicable to the Executive and entitled “Defined
Contribution Supplemental Executive Retirement Plan” dated
December 1, 2007, as amended, or under the successor or
replacement of such retirement plan if it is then no longer in
effect.]
|
|
|
|
|
|
|
|
2.32
|
|
“Total
Payments” has the meaning set forth in
Section 6.1 herein.
|
8
Tier IV Change
in Control as of August, 2008
Article 3. Change in Control Severance
Benefits
|
|
3.1
|
|
Right to Change in Control Severance
Benefits.
|
|
|
(a)
|
|
Change in Control Severance
Benefits. The Executive shall be entitled to
receive from the Employer Change in Control Severance Benefits, as
described in Section 3.2 herein, if a Qualifying Termination
of the Executive’s employment satisfying the definitions
contained in Section 2.28(a) or (b) herein has occurred
on the date of a Change in Control or within twenty-four
(24) months immediately following a Change in Control.
Benefits received by the Executive under the pension plan and SERP
(or any replacement or successor plans thereto) shall not be used
as an offset to the level of Change in Control Severance Benefits
owed to Executive. The Effective Date of Termination will be the
date the Executive experiences a separation from service with the
service recipient, as those terms are defined under
Section 409A.
|
|
|
|
|
|
|
|
(b)
|
|
No Change in Control Severance
Benefits. The Executive shall not be entitled
to receive Change in Control Severance Benefits under this
Agreement if the Executive’s employment with the Employer
ends for reasons other than a Qualifying Termination.
|
|
|
|
|
|
|
|
(c)
|
|
Waiver and Release.
The Executive shall sign
and return to the Employer a Release to be eligible for payment of
Change in Control Severance Benefits under Section 3.2 herein.
Attached hereto as Exhibit A and incorporated by reference in
this Agreement is the form of release Executive shall sign and
return to qualify for Change in Control Severance Benefits under
this Agreement. No payment will be made until the seven
(7) day right to revocation of the Release has
elapsed.
|
|
|
|
|
|
|
|
(d)
|
|
No Duplication of Severance
Benefits .
If the Executive receives Change in Control Severance Benefits, any
other severance benefits received by employees not covered by this
Agreement, if any, to which the Executive is entitled shall be
reduced on a dollar-for-dollar basis with respect to Change in
Control Severance Benefits paid pursuant to this Agreement so that
there is no duplication of severance benefits.
|
|
|
3.2
|
|
Description of Change in Control
Severance Benefits. In the event the Executive becomes
entitled to receive Change in Control Severance Benefits, as
provided in Section 3.1(a) herein, the Employer (subject to
Section 3.1(c)) shall provide the Executive with the
following:
|
|
|
(a)
|
|
A
lump-sum amount paid within thirty (30) calendar days
following the Effective Date of Termination equal to the sum of the
Executive’s unpaid salary, unreimbursed business expenses,
and unreimbursed allowances owed to
|
9
Tier IV Change
in Control as of August, 2008
|
|
|
|
the
Executive through and including the Effective Date of Termination.
In the event the Executive is terminated following a performance
year under the Officer Incentive Compensation Plan but prior to
payment of a bonus for such year, the Executive will not forfeit
such bonus but shall receive any payment when the same is paid to
active employees. To the extent, if any, the Executive 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 accordance with the terms elected by the Executive with
respect to said plan under which the bonus is deferred.
|
|
|
|
|
|
|
|
(b)
|
|
A
lump-sum amount, paid within thirty (30) calendar days
following return of the signed Release (bu
|
|
