-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, K6QOkM/yDyn3XV3ckuy9lkAxX2NSRa09wZbXVaf5iAF2cAezGNFb/snTOX09EzHZ nZvY7Bpw2sOlF8xDJShbYw== 0000950131-94-001393.txt : 19940901 0000950131-94-001393.hdr.sgml : 19940901 ACCESSION NUMBER: 0000950131-94-001393 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940831 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMONWEALTH EDISON CO CENTRAL INDEX KEY: 0000022606 STANDARD INDUSTRIAL CLASSIFICATION: 4911 IRS NUMBER: 360938600 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-01839 FILM NUMBER: 94547531 BUSINESS ADDRESS: STREET 1: ONE FIRST NATIONAL PLZ 37TH FL STREET 2: P O BOX 767 CITY: CHICAGO STATE: IL ZIP: 60690 BUSINESS PHONE: 3122944321 10-K/A 1 FORM 10-K AMD #1 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- FORM 10-K/A-1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Mark one) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993 [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 1-1839 COMMONWEALTH EDISON COMPANY (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ILLINOIS 36-0938600 (STATE OR OTHER (IRS EMPLOYER JURISDICTION OF IDENTIFICATION INCORPORATION OR NO.) ORGANIZATION) 37TH FLOOR, 10 SOUTH DEARBORN STREET, POST OFFICE BOX 767, CHICAGO, ILLINOIS 60690-0767 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 312/394-4321 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NAME OF TITLE OF EACH EACH CLASS EXCHANGE - ---------------------- ON WHICH REGISTERED ------------------ FIRST MORTGAGE BONDS: 7 5/8% SERIES 25, DUE 8 1/8% SERIES 36, DUE JUNE 1, 2003 JUNE 1, 2007 8% SERIES 26, DUE 8 1/4% SERIES 37, DUE OCTOBER 15, 2003 DECEMBER 1, 2007 NEW YORK 8 1/8% SERIES 35, DUE JANUARY 15, 2007 SINKING FUND DEBENTURES: 3%, DUE APRIL 1, 1999 7 5/8% SERIES 1, DUE NEW YORK 2 7/8%, DUE APRIL 1, FEBRUARY 15, 2003 2001 2 3/4%, DUE APRIL 1, NEW YORK AND 1999 CHICAGO COMMON STOCK, $12.50 PAR VALUE NEW YORK, CHICAGO AND PACIFIC COMMON STOCK PURCHASE WARRANTS--1971 WARRANTS AND SERIES B WARRANTS NEW YORK, CHICAGO AND PACIFIC CUMULATIVE PREFERENCE STOCK, WITHOUT PAR VALUE: $1.90; $2.00; $7.24; $8.40; $8.38; AND $8.40 SERIES B NEW YORK, CHICAGO AND PACIFIC $1.425 CONVERTIBLE PREFERRED STOCK, WITHOUT PAR VALUE NEW YORK, CHICAGO AND PACIFIC INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS RE- QUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS, AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. Yes [X]. No [_]. INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS FORM 10-K. [ ] THE ESTIMATED AGGREGATE MARKET VALUE OF THE COMPANY'S OUTSTANDING COMMON STOCK, $1.425 CONVERTIBLE PREFERRED STOCK AND CUMULATIVE PREFERENCE STOCK WAS APPROXIMATELY $6,500,000,000 AS OF FEBRUARY 28, 1994. IN EXCESS OF 99.97% OF THE COMPANY'S VOTING STOCK WAS OWNED BY NON-AFFILIATES AS OF THAT DATE. COMMON STOCK OUTSTANDING AT FEBRUARY 28, 1994: 213,794,548 SHARES DOCUMENTS INCORPORATED BY REFERENCE: PORTIONS OF THE COMPANY'S CURRENT REPORT ON FORM 8-K/A-1 DATED JANUARY 28, 1994 ARE INCORPORATED BY REFERENCE INTO PARTS I, II AND IV HEREOF AND PORTIONS OF THE COMPANY'S DEFINITIVE PROXY STATEMENT RELATING TO ITS ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 10, 1994 ARE INCORPORATED BY REFERENCE INTO PARTS I AND III HEREOF. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- The purpose of this Amendment No. 1 is to correct certain exhibits (Exhibits (10)-3, 4, 5 and 6) by refiling those exhibits in their entirety and to file an additional exhibit (Exhibit (10)-19) to the Registrant's (Commonwealth Edison Company) Annual Report on Form 10-K for the year ended December 31, 1993. ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K. The following exhibits are filed herewith.
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT ------- -------------------------------------------------- (10)-3 1994 Long-Term Performance Unit Award for Executive and Group Level Employes Payable in 1995 under the 1993 Long-Term Incentive Plan. (10)-4 1994 Long-Term Performance Unit Award for Executive and Group Level Employes Payable in 1996 under the 1993 Long-Term Incentive Plan. (10)-5 1994 Long-Term Performance Unit Award for Executive and Group Level Employes Payable in 1997 under the 1993 Long-Term Incentive Plan. (10)-6 1994 Variable Compensation Award for Management Employes under the 1993 Long-Term Incentive Plan. (10)-19 1994 Award to Mr. O'Connor and Mr. Skinner under the Commonwealth Edison Company 1993 Long-Term Incentive Plan.
2 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to the report to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Chicago and state of Illinois on the 31st day of August, 1994. COMMONWEALTH EDISON COMPANY Registrant By Roger F. Kovack ----------------------- Roger F. Kovack Comptroller (Principal accounting officer and officer duly authorized to sign on behalf of the registrant) 3 COMMONWEALTH EDISON COMPANY --------------------------- EXHIBIT INDEX ------------- The following exhibits are filed herewith.
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT ------- ------------------------------------------------ (10)-3 1994 Long-Term Performance Unit Award for Executive and Group Level Employes Payable in 1995 under the 1993 Long-Term Incentive Plan. (10)-4 1994 Long-Term Performance Unit Award for Executive and Group Level Employes Payable in 1996 under the 1993 Long-Term Incentive Plan. (10)-5 1994 Long-Term Performance Unit Award for Executive and Group Level Employes Payable in 1997 under the 1993 Long-Term Incentive Plan. (10)-6 1994 Variable Compensation Award for Management Employes under the 1993 Long-Term Incentive Plan. (10)-19 1994 Award to Mr. O'Connor and Mr. Skinner under the Commonwealth Edison Company 1993 Long-Term Incentive Plan.
EX-10.3 2 1995 AWARD PLAN Exhibit (10)-3 Commonwealth Edison Company Form 10-K/A-1 File No. 1-1839 COMMONWEALTH EDISON COMPANY 1994 LONG-TERM PERFORMANCE UNIT AWARD FOR EXECUTIVE AND GROUP LEVEL EMPLOYES PAYABLE IN 1995 UNDER THE 1993 LONG-TERM INCENTIVE PLAN Commonwealth Edison Company, an Illinois corporation (the "Company"), hereby grants to each employe described in Section 1 hereof as of January 25, 1994 (the "Grant Date"), in accordance with the provisions of the Commonwealth Edison Company 1993 Long-Term Incentive Plan (the "Plan"), a performance unit award (each, an "Award") expressed as a number (the "Base Unit") of performance units, in the amount and upon and subject to the restrictions, terms and conditions set forth below. Capitalized terms not defined herein shall have the meanings specified in the Plan. 1. Recipients of Awards. Recipients of Awards hereunder shall consist of the following employes (each, an "Existing Employe") of the Company and of Commonwealth Edison Company of Indiana, Inc.: (i) each Group Level employe on the Grant Date, (ii) each Executive on the Grant Date and (iii) each Officer on the Grant Date, including, without limitation, the Chairman of the Company, the President of the Company and each Senior Vice President of the Company; provided, however, that individuals who become Group Level employes, Executives or Officers after the Grant Date but prior to July 14, 1994 and who were not previously Group Level employes, Executives or Officers (each, a "New Employe"), shall be eligible to receive an Award hereunder. The term "Employe" shall mean either an Existing Employe or a New Employe. 2. Base Unit. The Base Unit for each Award shall be a number (rounded to the nearest whole number) equal to (a) the product of multiplying (i) the Salary (as defined herein) of the Employe receiving such Award by (ii) the applicable percentage set forth below, divided by (b) $27: Chairman: 25% President: 25% Senior Vice Presidents: 20% Officers, other than as listed above: 15% Executives, other than as listed above: 10% Group Level employes, other than as listed above: 10% For the purposes of calculating the Base Unit, an Existing Employe's Salary shall be such Existing Employe's monthly scheduled rate of pay as of the Grant Date multiplied by 12 together with the income from such Existing Employe's Deferred Compensation Units, and a New Employe's Salary shall be such New Employe's monthly scheduled rate of pay as of the date such New Employe becomes a New Employe (the "Start Date") multiplied by 12 together with the income from such New Employe's Deferred Compensation Units. 3. Performance Period. The Performance Period shall commence on January 25, 1994 and end on December 31, 1994. 4. Payment Amount/Stockholder Protection. The amount payable in connection with an Award (a "Payment Amount") shall be a dollar amount based on the Base Unit and on the Company's percentile rank, with the percentile rank corresponding to the highest performance in the performance group being 100 and the percentile rank corresponding to the lowest performance in the performance group being 1 (the "Company Rank"), in the Ranking (as hereinafter defined) for the Performance Period, and calculated as follows: Below Threshold Level. If the Company Rank is lower than the 25th percentile in the Ranking, then the Payment Amount shall be zero. Between Threshold Level and Target Level. If the Company Rank is no lower than the 25th percentile in the Ranking and no higher than the 49th percentile in the Ranking, then the Payment Amount shall be the Base Value multiplied by a fraction the numerator of which is the Company Rank multiplied by 2 and the denominator of which is 100. Between Target Level and Maximum Level. If the Company Rank is no lower than the 50th percentile in the Ranking and no higher than the 90th percentile in the Ranking, then the Payment Amount shall be the Base Value multiplied by a fraction the numerator of which is the Company Rank multiplied by 2.5 minus 25 and the denominator of which is 100. Above Maximum Level. If the Company Rank is above the 90th percentile in the Ranking, then the Payment Amount shall be the Base Value multiplied by 2. Notwithstanding the foregoing, if the Company (or, if the Company becomes a majority owned subsidiary of another corporation, then such parent corporation) fails to maintain regular quarterly cash dividends of at least $.40 per share of Common Stock during the Performance Period (adjusted for any stock-split, stock dividend or other similar event), then the Payment Amount shall be zero. For purposes of the foregoing, the term "Ranking" shall mean a ranking determined based upon the Cumulative Total Shareholder Return (as hereinafter defined) for such Performance Period on the Company's (or, if the Company becomes a majority owned subsidiary of another corporation, then such parent corporation's) Common Stock as compared to the Cumulative Total Shareholder Return for such Performance Period on the common stock -2- of each corporation comprising the Dow Jones Utility Index (or any successor index); the term "Cumulative Total Shareholder Return" for a period shall mean the result obtained by dividing (i) the sum of (a) the cumulative amount of dividends on the common stock in question for such period, assuming reinvestment of said dividends in said common stock, and (b) the difference between the price per share of said common stock at the end and the beginning of such period, by (ii) the price per share of said common stock at the beginning of such period; and the term "Base Value" shall mean the result obtained by multiplying the Base Unit by the value of a share of Common Stock (as determined under Section 5 hereof). 5. Settlement of Awards. The Payment Amount shall become payable upon the completion of the Performance Period and shall be paid by the Company within 90 days after the completion of the Performance Period. The Payment Amount shall be paid 50% in cash and 50% in shares of Common Stock. Fractional shares of Common Stock that may become payable hereunder shall be paid in cash. For the purposes of determining the number of shares of Common Stock payable pursuant to this Section, a share of Common Stock shall be valued at the average of the closing prices of a share of Common Stock as reported in The Wall Street Journal as New York Stock Exchange Composite Transactions during the calendar quarter ending on the last day of the Performance Period (appropriately adjusted for any stock-split, stock dividend or other similar event). 6. Employment for Less Than Full Performance Period. If an Employe's employment with the Company is terminated prior to the completion of the Performance Period for any reason other than as provided in the immediately following sentence, then no amount shall be payable hereunder. If (i) an Existing Employe's employment with the Company is terminated after April 1, 1994 but prior to the completion of the Performance Period due to such Existing Employe's (a) retirement under the pension plan of the Company or (b) death, or (ii) a New Employe's employment with the Company is terminated more than 170 days after such New Employe's Start Date but prior to the completion of the Performance Period due to such New Employe's (x) retirement under the pension plan of the Company or (y) death, then such Employe shall be entitled to an amount equal to the Payment Amount calculated in accordance with Section 4 hereof multiplied by a fraction the numerator of which is the number of days in the Performance Period that have elapsed between the commencement of the Performance Period (in the case of an Existing Employe), or the Start Date (in the case of a New Employe), and the date of such retirement or death (as the case may be) and the denominator of which is the number of days in the Performance Period. The Payment Amount for any New Employe whose employment is not terminated prior to the completion of the Performance Period shall be calculated in accordance with Section 4 hereof and be reduced by multiplying it by a fraction the numerator of which is the number of days in the Performance Period that have elapsed between such New Employe's Start Date and the end of the Performance Period and the denominator of which is the -3- number of days in the Performance Period. Any Payment Amount calculated in accordance with either of the two immediately preceding sentences shall be paid as provided in Section 5 hereof within 90 days after the completion of the Performance Period. As used in this Section 6, employment by the Company shall include employment by a corporation which is a "subsidiary corporation" of the Company (or, if the Company becomes a majority owned subsidiary of another corporation, then such parent corporation), as such term is defined in section 424 (and any successor section) of the Internal Revenue Code of 1986, as amended, or any successor internal revenue law. 7. Rights as a Stockholder. No Employe shall have any rights as a stockholder of the Company with respect to any shares of Common Stock that may be payable hereunder unless and until such shares have been issued to such Employe or otherwise credited to an account for the benefit of such Employe. 8. Additional Terms and Conditions of Award. 8.1. Nontransferability of Award. In accordance with Section 13.5 of the Plan, no Award or other related benefit may, except as otherwise specifically provided by the Plan or by law, be transferable in any manner other than by will or the laws of descent and distribution, and any attempt to transfer any such Award or other benefit shall be void; provided, however, that the foregoing shall not restrict the ability of any Employe to transfer any cash or Common Stock received as part of the Payment Amount. In accordance with Section 13.5 of the Plan, Awards or other benefits payable under Awards shall not in any manner be subject to the debts, contracts, liabilities, engagements or torts of any person who shall be entitled to such Award or benefits, nor shall they be subject to attachment or legal process for or against such person. 8.2. Withholding Taxes. As a condition precedent to the delivery to the Employe of cash or Common Stock hereunder and in accordance with Section 13.4 of the Plan, the Company may deduct from any amount (including any Payment Amount) payable then or thereafter payable by the Company to the Employe, or may request the Employe to pay to the Company in cash, such amount as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over with respect to the Award. 8.3. Compliance with Applicable Law. Each Award is subject to the condition that if the listing, registration or qualification of the shares of Common Stock subject to the Award upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the vesting or delivery of such shares hereunder, such shares may not be delivered, in whole or in part, unless such -4- listing, registration, qualification, consent or approval shall have been effected or obtained. 8.4. Award Subject to the Plan. This Award is subject to the provisions of the Plan, and shall be interpreted in accordance therewith. -5- EX-10.4 3 1996 AWARD PLAN Exhibit (10)-4 Commonwealth Edison Company Form 10-K/A-1 File No. 1-1839 COMMONWEALTH EDISON COMPANY 1994 LONG-TERM PERFORMANCE UNIT AWARD FOR EXECUTIVE AND GROUP LEVEL EMPLOYES PAYABLE IN 1996 UNDER THE 1993 LONG-TERM INCENTIVE PLAN Commonwealth Edison Company, an Illinois corporation (the "Company"), hereby grants to each employe described in Section 1 hereof as of January 25, 1994 (the "Grant Date"), in accordance with the provisions of the Commonwealth Edison Company 1993 Long-Term Incentive Plan (the "Plan"), a performance unit award (each, an "Award") expressed as a number (the "Base Unit") of performance units, in the amount and upon and subject to the restrictions, terms and conditions set forth below. Capitalized terms not defined herein shall have the meanings specified in the Plan. 1. Recipients of Awards. Recipients of Awards hereunder shall consist of the following employes (each, an "Existing Employe") of the Company and of Commonwealth Edison Company of Indiana, Inc.: (i) each Group Level employe on the Grant Date, (ii) each Executive on the Grant Date and (iii) each Officer on the Grant Date, including, without limitation, the Chairman of the Company, the President of the Company and each Senior Vice President of the Company; provided, however, that individuals who become Group Level employes, Executives or Officers after the Grant Date but prior to January 13, 1995 and who were not previously Group Level employes, Executives or Officers (each, a "New Employe"), shall be eligible to receive an Award hereunder. The term "Employe" shall mean either an Existing Employe or a New Employe. 2. Base Unit. The Base Unit for each Award shall be a number (rounded to the nearest whole number) equal to (a) the product of multiplying (i) the Salary (as defined herein) of the Employe receiving such Award by (ii) the applicable percentage set forth below, divided by (b) $27: Chairman: 25% President: 25% Senior Vice Presidents: 20% Officers, other than as listed above: 15% Executives, other than as listed above: 10% Group Level employes, other than as listed above: 10% For the purposes of calculating the Base Unit, an Existing Employe's Salary shall be such Existing Employe's monthly scheduled rate of pay as of the Grant Date multiplied by 12 together with the income from such Existing Employe's Deferred Compensation Units, and a New Employe's Salary shall be such New Employe's monthly scheduled rate of pay as of the date such New Employe becomes a New Employe (the "Start Date") multiplied by 12 together with the income from such New Employe's Deferred Compensation Units. 3. Performance Period. The Performance Period shall commence on January 25, 1994 and end on December 31, 1995. 4. Payment Amount/Stockholder Protection. The amount payable in connection with an Award (a "Payment Amount") shall be a dollar amount based on the Base Unit and on the Company's percentile rank, with the percentile rank corresponding to the highest performance in the performance group being 100 and the percentile rank corresponding to the lowest performance in the performance group being 1 (the "Company Rank"), in the Ranking (as hereinafter defined) for the Performance Period, and calculated as follows: Below Threshold Level. If the Company Rank is lower than the 25th percentile in the Ranking, then the Payment Amount shall be zero. Between Threshold Level and Target Level. If the Company Rank is no lower than the 25th percentile in the Ranking and no higher than the 49th percentile in the Ranking, then the Payment Amount shall be the Base Value multiplied by a fraction the numerator of which is the Company Rank multiplied by 2 and the denominator of which is 100. Between Target Level and Maximum Level. If the Company Rank is no lower than the 50th percentile in the Ranking and no higher than the 90th percentile in the Ranking, then the Payment Amount shall be the Base Value multiplied by a fraction the numerator of which is the Company Rank multiplied by 2.5 minus 25 and the denominator of which is 100. Above Maximum Level. If the Company Rank is above the 90th percentile in the Ranking, then the Payment Amount shall be the Base Value multiplied by 2. Notwithstanding the foregoing, if the Company (or, if the Company becomes a majority owned subsidiary of another corporation, then such parent corporation) fails to maintain regular quarterly cash dividends of at least $.40 per share of Common Stock during the Performance Period (adjusted for any stock- split, stock dividend or other similar event), then the Payment Amount shall be zero. For purposes of the foregoing, the term "Ranking" shall mean a ranking determined based upon the Cumulative Total Shareholder Return (as hereinafter defined) for such Performance Period on the Company's (or, if the Company becomes a majority owned subsidiary of another corporation, then such parent -2- corporation's) Common Stock as compared to the Cumulative Total Shareholder Return for such Performance Period on the common stock of each corporation comprising the Dow Jones Utility Index (or any successor index); the term "Cumulative Total Shareholder Return" for a period shall mean the result obtained by dividing (i) the sum of (a) the cumulative amount of dividends on the common stock in question for such period, assuming reinvestment of said dividends in said common stock, and (b) the difference between the price per share of said common stock at the end and the beginning of such period, by (ii) the price per share of said common stock at the beginning of such period; and the term "Base Value" shall mean the result obtained by multiplying the Base Unit by the value of a share of Common Stock (as determined under Section 5 hereof). 5. Settlement of Awards. The Payment Amount shall become payable upon the completion of the Performance Period and shall be paid by the Company within 90 days after the completion of the Performance Period. The Payment Amount shall be paid 50% in cash and 50% in shares of Common Stock. Fractional shares of Common Stock that may become payable hereunder shall be paid in cash. For the purposes of determining the number of shares of Common Stock payable pursuant to this Section, a share of Common Stock shall be valued at the average of the closing prices of a share of Common Stock as reported in The Wall Street Journal as New York Stock Exchange Composite Transactions during the calendar quarter ending on the last day of the Performance Period (appropriately adjusted for any stock-split, stock dividend or other similar event). 6. Employment for Less Than Full Performance Period. If an Employe's employment with the Company is terminated prior to the completion of the Performance Period for any reason other than as provided in the immediately following sentence, then no amount shall be payable hereunder. If (i) an Existing Employe's employment with the Company is terminated after January 13, 1995 but prior to the completion of the Performance Period due to such Existing Employe's (a) retirement under the pension plan of the Company or (b) death, or (ii) a New Employe's employment with the Company is terminated more than 353 days after such New Employe's Start Date but prior to the completion of the Performance Period due to such New Employe's (x) retirement under the pension plan of the Company or (y) death, then such Employe shall be entitled to an amount equal to the Payment Amount calculated in accordance with Section 4 hereof multiplied by a fraction the numerator of which is the number of days in the Performance Period that have elapsed between the commencement of the Performance Period (in the case of an Existing Employe), or the Start Date (in the case of a New Employe), and the date of such retirement or death (as the case may be) and the denominator of which is the number of days in the Performance Period. The Payment Amount for any New Employe whose employment is not terminated prior to the completion of the Performance Period shall be calculated in accordance with Section 4 hereof and be reduced by multiplying it by a fraction the numerator of which is the number of days in the Performance Period -3- that have elapsed between such New Employe's Start Date and the end of the Performance Period and the denominator of which is the number of days in the Performance Period. Any Payment Amount calculated in accordance with either of the two immediately preceding sentences shall be paid as provided in Section 5 hereof within 90 days after the completion of the Performance Period. As used in this Section 6, employment by the Company shall include employment by a corporation which is a "subsidiary corporation" of the Company (or, if the Company becomes a majority owned subsidiary of another corporation, then such parent corporation), as such term is defined in section 424 (and any successor section) of the Internal Revenue Code of 1986, as amended, or any successor internal revenue law. 7. Rights as a Stockholder. No Employe shall have any rights as a stockholder of the Company with respect to any shares of Common Stock that may be payable hereunder unless and until such shares have been issued to such Employe or otherwise credited to an account for the benefit of such Employe. 8. Additional Terms and Conditions of Award. 8.1. Nontransferability of Award. In accordance with Section 13.5 of the Plan, no Award or other related benefit may, except as otherwise specifically provided by the Plan or by law, be transferable in any manner other than by will or the laws of descent and distribution, and any attempt to transfer any such Award or other benefit shall be void; provided, however, that the foregoing shall not restrict the ability of any Employe to transfer any cash or Common Stock received as part of the Payment Amount. In accordance with Section 13.5 of the Plan, Awards or other benefits payable under Awards shall not in any manner be subject to the debts, contracts, liabilities, engagements or torts of any person who shall be entitled to such Award or benefits, nor shall they be subject to attachment or legal process for or against such person. 8.2. Withholding Taxes. As a condition precedent to the delivery to the Employe of cash or Common Stock hereunder and in accordance with Section 13.4 of the Plan, the Company may deduct from any amount (including any Payment Amount) payable then or thereafter payable by the Company to the Employe, or may request the Employe to pay to the Company in cash, such amount as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over with respect to the Award. 8.3. Compliance with Applicable Law. Each Award is subject to the condition that if the listing, registration or qualification of the shares of Common Stock subject to the Award upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the vesting or delivery of such shares hereunder, -4- such shares may not be delivered, in whole or in part, unless such listing, registration, qualification, consent or approval shall have been effected or obtained. 8.4. Award Subject to the Plan. This Award is subject to the provisions of the Plan, and shall be interpreted in accordance therewith. -5- EX-10.5 4 1997 AWARD PLAN Exhibit (10)-5 Commonwealth Edison Company Form 10-K/A-1 File No. 1-1839 COMMONWEALTH EDISON COMPANY 1994 LONG-TERM PERFORMANCE UNIT AWARD FOR EXECUTIVE AND GROUP LEVEL EMPLOYES PAYABLE IN 1997 UNDER THE 1993 LONG-TERM INCENTIVE PLAN Commonwealth Edison Company, an Illinois corporation (the "Company"), hereby grants to each employe described in Section 1 hereof as of January 25, 1994 (the "Grant Date"), in accordance with the provisions of the Commonwealth Edison Company 1993 Long-Term Incentive Plan (the "Plan"), a performance unit award (each, an "Award") expressed as a number (the "Base Unit") of performance units, in the amount and upon and subject to the restrictions, terms and conditions set forth below. Capitalized terms not defined herein shall have the meanings specified in the Plan. 1. Recipients of Awards. Recipients of Awards hereunder shall consist of the following employes (each, an "Existing Employe") of the Company and of Commonwealth Edison Company of Indiana, Inc.: (i) each Group Level employe on the Grant Date, (ii) each Executive on the Grant Date and (iii) each Officer on the Grant Date, including, without limitation, the Chairman of the Company, the President of the Company and each Senior Vice President of the Company; provided, however, that individuals who become Group Level employes, Executives or Officers after the Grant Date but prior to July 14, 1995 and who were not previously Group Level employes, Executives or Officers (each, a "New Employe"), shall be eligible to receive an Award hereunder. The term "Employe" shall mean either an Existing Employe or a New Employe. 2. Base Unit. The Base Unit for each Award shall be a number (rounded to the nearest whole number) equal to (a) the product of multiplying (i) the Salary (as defined herein) of the Employe receiving such Award by (ii) the applicable percentage set forth below, divided by (b) $27: Chairman: 50% President: 50% Senior Vice Presidents: 40% Officers, other than as listed above: 30% Executives, other than as listed above: 20% Group Level employes, other than as listed above: 20% For the purposes of calculating the Base Unit, an Existing Employe's Salary shall be such Existing Employe's monthly scheduled rate of pay as of the Grant Date multiplied by 12 together with the income from such Existing Employe's Deferred Compensation Units, and a New Employe's Salary shall be such New Employe's monthly scheduled rate of pay as of the date such New Employe becomes a New Employe (the "Start Date") multiplied by 12 together with the income from such New Employe's Deferred Compensation Units. 3. Performance Period. The Performance Period shall commence on January 25, 1994 and end on December 31, 1996. 4. Payment Amount/Stockholder Protection. The amount payable in connection with an Award (a "Payment Amount") shall be a dollar amount based on the Base Unit and on the Company's percentile rank, with the percentile rank corresponding to the highest performance in the performance group being 100 and the percentile rank corresponding to the lowest performance in the performance group being 1 (the "Company Rank"), in the Ranking (as hereinafter defined) for the Performance Period, and calculated as follows: Below Threshold Level. If the Company Rank is lower than the 25th percentile in the Ranking, then the Payment Amount shall be zero. Between Threshold Level and Target Level. If the Company Rank is no lower than the 25th percentile in the Ranking and no higher than the 49th percentile in the Ranking, then the Payment Amount shall be the Base Value multiplied by a fraction the numerator of which is the Company Rank multiplied by 2 and the denominator of which is 100. Between Target Level and Maximum Level. If the Company Rank is no lower than the 50th percentile in the Ranking and no higher than the 90th percentile in the Ranking, then the Payment Amount shall be the Base Value multiplied by a fraction the numerator of which is the Company Rank multiplied by 2.5 minus 25 and the denominator of which is 100. Above Maximum Level. If the Company Rank is above the 90th percentile in the Ranking, then the Payment Amount shall be the Base Value multiplied by 2. Notwithstanding the foregoing, if the Company (or, if the Company becomes a majority owned subsidiary of another corporation, then such parent corporation) fails to maintain regular quarterly cash dividends of at least $.40 per share of Common Stock during the Performance Period (adjusted for any stock-split, stock dividend or other similar event), then the Payment Amount shall be zero. For purposes of the foregoing, the term "Ranking" shall mean a ranking determined based upon the Cumulative Total Shareholder Return (as hereinafter defined) for such Performance Period on the Company's (or, if the Company becomes a majority owned subsidiary of another corporation, then such parent corporation's) Common Stock as compared to the Cumulative Total -2- Shareholder Return for such Performance Period on the common stock of each corporation comprising the Dow Jones Utility Index (or any successor index); the term "Cumulative Total Shareholder Return" for a period shall mean the result obtained by dividing (i) the sum of (a) the cumulative amount of dividends on the common stock in question for such period, assuming reinvestment of said dividends in said common stock, and (b) the difference between the price per share of said common stock at the end and the beginning of such period, by (ii) the price per share of said common stock at the beginning of such period; and the term "Base Value" shall mean the result obtained by multiplying the Base Unit by the value of a share of Common Stock (as determined under Section 5 hereof). 5. Settlement of Awards. The Payment Amount shall become payable upon the completion of the Performance Period and shall be paid by the Company within 90 days after the completion of the Performance Period. The Payment Amount shall be paid 50% in cash and 50% in shares of Common Stock. Fractional shares of Common Stock that may become payable hereunder shall be paid in cash. For the purposes of determining the number of shares of Common Stock payable pursuant to this Section, a share of Common Stock shall be valued at the average of the closing prices of a share of Common Stock as reported in The Wall Street Journal as New York Stock Exchange Composite Transactions during the calendar quarter ending on the last day of the Performance Period (appropriately adjusted for any stock-split, stock dividend or other similar event). 6. Employment for Less Than Full Performance Period. If an Employe's employment with the Company is terminated prior to the completion of the Performance Period for any reason other than as provided in the immediately following sentence, then no amount shall be payable hereunder. If (i) an Existing Employe's employment with the Company is terminated after July 14, 1995 but prior to the completion of the Performance Period due to such Existing Employe's (a) retirement under the pension plan of the Company or (b) death, or (ii) a New Employe's employment with the Company is terminated more than 535 days after such New Employe's Start Date but prior to the completion of the Performance Period due to such New Employe's (x) retirement under the pension plan of the Company or (y) death, then such Employe shall be entitled to an amount equal to the Payment Amount calculated in accordance with Section 4 hereof multiplied by a fraction the numerator of which is the number of days in the Performance Period that have elapsed between the commencement of the Performance Period (in the case of an Existing Employe), or the Start Date (in the case of a New Employe), and the date of such retirement or death (as the case may be) and the denominator of which is the number of days in the Performance Period. The Payment Amount for any New Employe whose employment is not terminated prior to the completion of the Performance Period shall be calculated in accordance with Section 4 hereof and be reduced by multiplying it by a fraction the numerator of which is the number of days in the Performance Period that have elapsed between such New Employe's Start Date and the end -3- of the Performance Period and the denominator of which is the number of days in the Performance Period. Any Payment Amount calculated in accordance with either of the two immediately preceding sentences shall be paid as provided in Section 5 hereof within 90 days after the completion of the Performance Period. As used in this Section 6, employment by the Company shall include employment by a corporation which is a "subsidiary corporation" of the Company (or, if the Company becomes a majority owned subsidiary of another corporation, then such parent corporation), as such term is defined in section 424 (and any successor section) of the Internal Revenue Code of 1986, as amended, or any successor internal revenue law. 7. Rights as a Stockholder. No Employe shall have any rights as a stockholder of the Company with respect to any shares of Common Stock that may be payable hereunder unless and until such shares have been issued to such Employe or otherwise credited to an account for the benefit of such Employe. 8. Additional Terms and Conditions of Award. 8.1. Nontransferability of Award. In accordance with Section 13.5 of the Plan, no Award or other related benefit may, except as otherwise specifically provided by the Plan or by law, be transferable in any manner other than by will or the laws of descent and distribution, and any attempt to transfer any such Award or other benefit shall be void; provided, however, that the foregoing shall not restrict the ability of any Employe to transfer any cash or Common Stock received as part of the Payment Amount. In accordance with Section 13.5 of the Plan, Awards or other benefits payable under Awards shall not in any manner be subject to the debts, contracts, liabilities, engagements or torts of any person who shall be entitled to such Award or benefits, nor shall they be subject to attachment or legal process for or against such person. 8.2. Withholding Taxes. As a condition precedent to the delivery to the Employe of cash or Common Stock hereunder and in accordance with Section 13.4 of the Plan, the Company may deduct from any amount (including any Payment Amount) payable then or thereafter payable by the Company to the Employe, or may request the Employe to pay to the Company in cash, such amount as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over with respect to the Award. 8.3. Compliance with Applicable Law. Each Award is subject to the condition that if the listing, registration or qualification of the shares of Common Stock subject to the Award upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the vesting or delivery of such shares hereunder, such shares may not be delivered, in whole or in part, unless such -4- listing, registration, qualification, consent or approval shall have been effected or obtained. 8.4. Award Subject to the Plan. This Award is subject to the provisions of the Plan, and shall be interpreted in accordance therewith. -5- EX-10.6 5 MANAGEMENT COMP. PLAN Exhibit (10)-6 Commonwealth Edison Company Form 10-K/A-1 File No. 1-1839 COMMONWEALTH EDISON COMPANY 1994 VARIABLE COMPENSATION AWARD FOR MANAGEMENT EMPLOYES UNDER THE 1993 LONG-TERM INCENTIVE PLAN Commonwealth Edison Company, an Illinois corporation (the "Company"), hereby grants to each employe described in Section 1 hereof (each, an "Employe"), as of January 1, 1994 (the "Grant Date"), in accordance with the provisions of the Commonwealth Edison Company 1993 Long-Term Incentive Plan (the "Plan"), a performance unit award (each, an "Award"), expressed as a number of performance units, in the amount and upon and subject to the restrictions, terms and conditions set forth below and in Appendix A attached hereto. Capitalized terms not defined herein shall have the meanings specified in the Plan. 1. Recipients of Awards. Subject in all respects to the provisions hereof, recipients of Awards hereunder shall consist of each employe of the Company (other than the Chairman and the President) and of Commonwealth Edison Company of Indiana, Inc. (collectively, the "Employers") who is on the management or executive payroll during calendar year 1994; provided, however, that no employe shall be the recipient of an Award if such employe participates in, or is eligible to participate in, any of the following incentive plans: The Nuclear Site-Vice President Incentive Plan The Procurement Effectiveness Re-engineering Team Plan The Pension Fund Management Incentive Pay Plan The Fuel Department Incentive Plan 2. Base Unit. The Base Unit for each Award shall be the number which is equal to the number of dollars determined by multiplying the Base Pay (as defined herein) of the Employe receiving the Award by the conversion factor of 1.25% and rounding up to the nearest whole dollar. For purposes of calculating the Base Unit, Base Pay shall mean an Employe's monthly scheduled rate of pay, determined as of the Grant Date, multiplied by 12 together with the income from such Employe's Deferred Compensation Units if such Employe is Grade 12 or above. 3. Payment Amount. The total amount payable in connection with an Award (the "Payment Amount") may consist solely of a cash payment (the "Cash Payment Amount") or may consist of a Cash Payment Amount and a payment of Common Stock (the "Stock Payment Amount"), as determined below. a. Cash Payment Amount. The Cash Payment Amount shall be the dollar amount computed by multiplying the Employe's Base Unit by the applicable performance unit set forth below under the column titled "Cash" that corresponds to the Employe's category of employment and the level of performance goals achieved as set forth in Appendix A attached hereto that are applicable to the Employe. b. Stock Payment Amount. The Stock Payment Amount shall be the dollar amount computed by multiplying the Employe's Base Unit by the applicable performance unit set forth below under the column titled "Stock" that corresponds to the Employe's category of employment and the level of performance goals achieved as set forth in Appendix A attached hereto that are applicable to the Employe. PERFORMANCE UNITS ----------------- THRESHOLD TARGET DISTINGUISHED --------- ------ ------------- CATEGORY CASH STOCK CASH STOCK CASH STOCK RATED 2 0 6 0 10 2 GROUP 2 0 7 5 7 18 EXECUTIVE 2 0 6 12 6 34 4. Reduction of Payment Amount for Less than a Full Year of Employment. In the event that an Employe (i) is first placed on the management or executive payroll after January 1, 1994, (ii) is on a leave of absence during 1994, (iii) retires under the pension plan of any one of the Employers during 1994, or (iv) dies during 1994, each of the Cash Payment Amount and the Stock Payment Amount will be a reduced amount equal to each of the amounts determined above multiplied by a fraction, the numerator of which is the number of full months the Employe worked during 1994 and the denominator of which is twelve months. For purposes of the preceding sentence, the number of full months an Employe worked in 1994 shall include, solely in the case of an Employe who retires under the pension plan of any one of the Employers, the month in which the Employe retires. For an Employe who is a part-time Employe described in clause (i), (ii), (iii) or (iv) of the first sentence of this Section, the reduction provided in this Section shall be made after the reduction set forth in Section 5 is made. 5. Reduction of Payment Amount for Part-Time Employes. For an Employe who is a part-time Employe, each of the Cash Payment Amount and the Stock Payment Amount will be a reduced amount equal to the amount determined above multiplied by a fraction, the numerator of which is the number of hours the -2- Employe was scheduled to work during 1994 and the denominator of which is 2080 hours. 6. Transfer of Employe from One Business Unit to Another Business Unit. In the event that an Employe is transferred from one Business Unit (as hereinafter defined) to another Business Unit during 1994, each of the Cash Payment Amount and the Stock Payment Amount will be determined on a prorated basis from each Business Unit. For purposes of this Section, "Business Unit" means the following corporate functions: (a) commercial, (b) financial, (c) human resources, (d) corporate relations, (e) corporate resources, (f) legal, (g) fossil energy production, (h) nuclear energy production, (i) information services, and (j) quality improvement programs. 7. Stockholder Protection. Notwithstanding anything herein to the contrary, no amount shall be paid hereunder unless the following two conditions are satisfied: a. The Company (or, if the Company becomes a majority owned subsidiary of another corporation, then such parent corporation) maintains regular quarterly cash dividends of at least $.40 per share of Common Stock during the calendar year 1994 (adjusted for any stock-split, stock dividend or other similar event). b. The sum of the amounts actually incurred by the Company for operations and maintenance and for capital expenditures for the calendar year 1994 is at least $90 million less than the sum of the amounts budgeted therefor by the Company for the calendar year 1994; provided that at least 50% of the reduction is attributable to reduced expenses for operations and maintenance. 8. Failure to Achieve "Meeting All Expectations" Rating. An Employe who fails to receive at least a "meeting all expectations" rating under the Performance Evaluation, Career Development and/or Succession Planning (or the equivalent thereof) with respect to performance in 1994 shall not receive any amount hereunder. 9. Settlement of Awards. The Payment Amount, if any, will be paid to an Employe as soon as practicable after the Company's audited financial results are available for the calendar year 1994. The number of shares of Common Stock payable to an Employe with respect to an Award shall be computed by dividing the Stock Payment Amount by the value of one share of Common Stock. Fractional shares of Common Stock that may become payable hereunder shall be paid in cash. For purposes of this Section, the value of a share of Common Stock shall be the average of the closing prices of a share of Common Stock as reported in The Wall Street Journal as New York Stock Exchange Composite Transactions during the last calendar quarter of 1994 -3- (appropriately adjusted for any stock-split, stock dividend or other similar event). 10. Termination of Employment. An Employe whose employment with the Employers is terminated prior to December 31, 1994 for any reason other than death or retirement under the pension plan of any one of the Employers shall not be entitled to any payment under the Plan. 11. Rights as a Stockholder. No Employe shall have any rights as a stockholder of the Company with respect to any shares of Common Stock that may be payable hereunder unless and until such shares shall have been issued to such Employe or otherwise credited to an account for the benefit of such Employe. 12. Additional Terms and Conditions of Award. 12.1 Nontransferability of Award. In accordance with Section 13.5 of the Plan, no Award or other related benefit may, except as otherwise specifically provided by the Plan or by law, be transferable in any manner other than by will or the laws of descent and distribution, and any attempt to transfer any such Award or other benefit shall be void; provided, however, that the foregoing shall not restrict the ability of any Employe to transfer any cash or Common Stock received as part of the Payment Amount. In accordance with Section 13.5 of the Plan, Awards or other benefits payable under Awards shall not in any manner be subject to the debts, contracts, liabilities, engagements or torts of any person who shall be entitled to such Award or benefits, nor shall they be subject to attachment or legal process for or against such person. 12.2. Withholding Taxes. As a condition precedent to the delivery to the Employe of cash or Common Stock hereunder and in accordance with Section 13.4 of the Plan, the Company may deduct from any amount (including any Payment Amount) payable then or thereafter payable by the Company to the Employe, or may request the Employe to pay to the Company in cash, such amount as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over with respect to the Award. 12.3 Compliance with Applicable Law. Each Award is subject to the condition that if the listing, registration or qualification of the shares of Common Stock subject to the Award upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the vesting or delivery of such shares hereunder, such shares may not be delivered, in whole or in part, unless such listing, registration, qualification, consent or approval shall have been effected or obtained. -4- 12.4. Award Subject to the Plan. This Award is subject to the provisions of the Plan, and shall be interpreted in accordance therewith. -5- Appendix A ---------- [OMITTED] EX-10.19 6 O'CONNOR/SKINNER AWARD PLAN Exhibit (10)-19 Commonwealth Edison Company Form 10-K/A-1 File No. 1-1839 1994 AWARD TO MR. O'CONNOR AND MR. SKINNER UNDER THE COMMONWEALTH EDISON COMPANY 1993 LONG-TERM INCENTIVE PLAN ------------------------------------------------- Commonwealth Edison Company, an Illinois corporation (the "Company") hereby grants to James J. O'Connor and Samuel K. Skinner in accordance with the provisions of the Commonwealth Edison Company 1993 Long-Term Incentive Plan (the "Plan"), a performance unit award (each, an "Award"), in the amount and upon and subject to the restrictions, terms and conditions set forth below. Capitalized terms not defined herein shall have the meanings specified in the Plan. The following chart describes the requirements for each Award level and sets forth the percentage of base pay allocated to such level:
Level of Award Cash Stock - -------------- ---- ----- Threshold If earnings per share on the Company's 25% 0% Common Stock are at least $1.70 per share* Target If earnings per share on the Company's Common Stock are at least $1.80 per share* 30% 20% Distinguished Level If earnings per share on the Company's Common Stock are at least $2.00 per share* 30% 70%
No Award at any level shall be earned or payable if (i) the amounts actually incurred by the Company for operations and maintenance and for capital expenditures for the calendar year 1994 are not at least $90 million less than the Budgeted Amount or (ii) the Company (or, if the Company becomes a majority owned subsidiary of another corporation, then such parent corporation) fails to maintain its regular quarterly cash dividends on the outstanding Common Stock in an amount at least equal to $.40 per share (adjusted for any stock-split, stock dividend or other similar event) during the calendar year 1994. __________________ * The earnings per share amount shall be adjusted for any stock-split, stock dividend or other similar event. The Company's budgeted operations and maintenance expense for the calendar year 1994 is $2,099,208,000 and the Company's budgeted capital expenditures for the calendar year 1994 is $750,000,000 (collectively the "Budgeted Amount"). The value (the "Payment Amount") of an award is determined by multiplying the performance units (expressed as a percentage) at the achieved award level by base pay, and will result in a "Cash Payment Amount" (determined by reference to the "Cash Column") and a "Stock Payment Amount" (determined by reference to the "Stock Column"). Base pay for each of Mr. O'Connor and Mr. Skinner shall be his monthly scheduled rate of pay as of January 1, 1994, multiplied by 12 together with the income from his Deferred Compensation Units. The Award is subject to the provisions of Sections 8 through 11.4 (inclusive) of the 1994 Variable Compensation Award for Management Employees (including employment requirements and timing of payments). -2- -----END PRIVACY-ENHANCED MESSAGE-----