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In addition, subject to the commencement of your employment, and subject to Committee approval, which is anticipated to be obtained on or prior to the Start Date, you will be granted an initial one-time award of time-based restricted stock units with a grant date fair value of $4,500,000. If the award is approved by the Committee on or prior to the Start Date, the award will be made on the Start Date, and if Committee approval is not obtained on or prior to the Start Date, the award will be granted on the date that the Committee approves the grant. This one-time grant of restricted stock units will vest 34%, 33% and 33% on the first, second and third anniversaries of the Start Date, respectively, subject to your continued employment in good standing with Con Edison on the applicable vesting dates. The terms and conditions of this one-time award will be set forth in a separate agreement which includes the capability of deferring the award.
If, on or prior to the third anniversary of the Start Date, you terminate your employment for any reason, other than in the event of death or disability (as defined in the LTIP), or Con Edison terminates your employment for Cause, you will be required to reimburse Con Edison the full amount of the time-based restricted stock units that have vested in a lump-sum cash payment within 60 calendar days of the date of the termination of your employment, and you will also forfeit the unvested portion of the time-based restricted stock units. If you do not repay the time-based restricted stock units in full by the repayment deadline, Con Edison may offset any unpaid amount against any compensation otherwise owed to you to the extent permitted under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). As used in this offer letter, “Cause” is as defined in the Severance Program for Officers, and also includes your breach of the representations contained in this offer letter.
As Chief Financial Officer, you are required to have stock ownership at three times your base salary. You may count the value of shares individually owned, the value of restricted shares and performance-based restricted shares that have vested, and shares held under your account balance in the Stock Purchase Plan and Thrift Savings Plan. The stock ownership guideline requires you to meet the ownership requirements within five years from the January 1st following the attainment of your role.
Con Edison will provide relocation assistance and reasonable legal fees up to a maximum of $25,000 which will be grossed-up for applicable federal and state taxes.
Compensation for this position includes a comprehensive benefits package including retirement benefits based on a Defined Contribution Pension formula and an employer match of up to six percent of your contributions to the Thrift Savings Plan (401(k)). You will have use of a Con Edison vehicle and receive five weeks of vacation with three weeks available for you to use in 2024. As a bona fide executive in a high policy-making position, you will be subject to retirement by the end of the calendar year in which you turn 65, in accordance with applicable law. You will be eligible to participate in Con Edison’s employee benefit plans, practices, policies and programs generally available to similarly situated employees of Con Edison as in effect from time to time and subject to their terms and conditions. Con Edison may review, adjust, modify, or suspend such plans, practices, policies and programs at any time and for any reason. Your eligibility will be determined under the terms and eligibility requirements of such plans, practices, policies and programs as in effect from time to time. You will be provided with additional information regarding your benefits, including information regarding the Severance Plan for Officers of Consolidated Edison, Inc. and its Subsidiaries as part of your on-boarding process.
