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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) - DECEMBER 31, 2004
TXU CORP.
(Exact name of registrant as specified in its charter)
TEXAS 1-12833 75-2669310
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE - (214) 812-4600
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
TXU Corp. (the "Company") maintains the TXU Long-Term Incentive Compensation
Plan (the "Plan") for designated key employees. The Plan was first approved by
the shareholders of the Company in 1997 and reapproved as amended in 2002. The
Plan is administered by the Organization and Compensation Committee of the
Board of Directors of the Company, and awards under the Plan are made pursuant
to agreements with individual participants in the Plan. With respect to the
executive officers of the Company, the following types of award agreements are
currently in use under the Plan:
Unit Agreements. The Company has previously granted awards under the Plan to a
majority of its executive officers pursuant to the terms and conditions of
Performance Unit Award Agreements ("Unit Agreements"). The Unit Agreements
provide for the issuance of performance units, each having a value equal to one
share of the Company's common stock. The performance units vest at the end of a
two or three year performance period as set forth in the applicable Unit
Agreement. The number of performance units actually awarded pursuant to each
Unit Agreement is determined using a formula based on the Company's total return
to shareholders over the applicable performance period compared to the total
return of the companies comprising the Standard & Poor's 500 Electric Utilities
Index. Depending on such total return, the number of performance units
originally awarded in such Unit Agreement is adjusted to become 0% to 200% of
the original award. Upon vesting, the Unit Agreements (prior to the amendments
described below) required the Company to pay cash in settlement of all
performance units based on the then current price of the Company's common stock.
Generally, unvested performance units are forfeited upon termination of
employment for reasons other than death or disability. The terms of each of the
Unit Agreements (prior to the amendments described below) are substantially
similar to those set forth in Exhibit 10.1.1 hereto.
On December 31, 2004, the Company entered into an amendment to the Unit
Agreements (the "Amendment") with each executive officer who had previously
entered into a Unit Agreement. Each Amendment provides for the payment of any
vested performance units pursuant to the Unit Agreements to be made in shares of
the Company's common stock rather than in cash. The terms of each of the
Amendments are substantially similar to those set forth in Exhibit 10.1.2
hereto.
The Company has entered into an addendum to a Unit Agreement (the "Addendum")
with one of its executive officers to ensure consistency between the executive
officer's employment agreement with the Company and his Unit Agreement. The
Addendum clarifies that the forfeiture provisions contained in the Unit
Agreement are consistent with the termination provisions contained in the
executive officer's employment agreement. In particular, the Addendum provides,
in part, for the forfeiture of the performance units covered by the Unit
Agreement if the Company terminates the executive officer's employment for
"cause" (as defined in the executive officer's employment agreement) or if the
executive officer resigns his position with the Company without "good reason"
(as defined in the executive officer's employment agreement). The terms of the
Addendum are substantially similar to those set forth in Exhibit 10.1.3 hereto.
Performance-Based Agreements. The Company has previously granted awards under
the Plan to certain of its executive officers pursuant to the terms and
conditions of Restricted Stock Award Agreements ("Performance-Based
Agreements"). The Performance-Based Agreements provide for the issuance of
restricted shares of the Company's common stock. The restricted shares vest at
the end of a two or three year performance period as set forth in the applicable
Performance-Based Agreement. Upon vesting, the restricted shares become
unrestricted shares of the Company's common stock. The number of shares of
Company common stock actually awarded pursuant to each Performance-Based
Agreement is determined using a formula based on the Company's total return to
shareholders over the applicable performance period compared to the total return
of the companies comprising the Standard & Poor's 500 Electric Utilities Index.
Depending on such total return, the number of shares originally awarded in such
Performance-Based Agreement is adjusted to become 0% to 200% of the original
award. Generally, unvested restricted shares are forfeited upon termination of
employment for reasons other than death or disability. The terms of each of the
Performance-Based Agreements are substantially similar to those set forth in
Exhibit 10.2 hereto.
Chairman Agreements. The Company has previously granted awards under the Plan
to one of its executive officers pursuant to the terms and conditions of
Restricted Stock Award Agreements ("Chairman Agreements"). The Chairman
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Agreements provide for the issuance of restricted shares of the Company's common
stock. The restricted shares vest at the end of a two or three year performance
period as set forth in the applicable Chairman Agreement. Upon vesting, the
restricted shares become unrestricted shares of the Company's common stock. The
number of shares of Company common stock actually awarded pursuant to each
Chairman Agreement is determined using a formula based on the Company's total
return to shareholders over the applicable performance period compared to the
total return of the companies comprising the Standard & Poor's 500 Electric
Utilities Index. Depending on such total return, the number of shares originally
awarded in such Chairman Agreement is adjusted to become 0% to 200% of the
original award. Generally, unvested restricted shares are forfeited upon
termination of employment for reasons other than death, disability or (unlike
the terms of the Performance-Based Agreements) retirement. The terms of each of
the Chairman Agreements are substantially similar to those set forth in Exhibit
10.3 hereto.
Time-Based Agreement. The Company has previously granted an award under the Plan
to one of its executive officers pursuant to the terms and conditions of a
Restricted Stock Award Agreement ("Time-Based Agreement"). The Time-Based
Agreement provides for the issuance of restricted shares of the Company's common
stock. Pursuant to the Time-Based Agreement, one-third of the restricted shares
vest and become unrestricted shares of the Company's common stock upon each of
the first three anniversaries of the date of grant. With respect to the
currently outstanding Time-Based Agreement, the final one-third of the
restricted shares will vest in 2005. Under the Time-Based Agreement, unvested
restricted shares are forfeited upon termination of employment for reasons other
than death or disability. The terms of the Time-Based Agreement are
substantially similar to those set forth in Exhibit 10.4 hereto.
The foregoing summaries of the Unit Agreements, the Amendments, the Addendum,
the Performance-Based Agreements, the Chairman Agreements and the Time-Based
Agreement are qualified in their entirety by reference to the actual forms of
agreements, which are filed as Exhibits hereto.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit No. Description
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10.1.1 Form of Performance Unit Award Agreement, by and between TXU
Corp. and Participant ("Unit Agreement").
10.1.2 Form of Amendment to TXU Long-Term Incentive Compensation Plan
Award Agreements, dated December 31, 2004, by and between TXU
Corp. and Participant ("Amendment").
10.1.3 Form of Addendum to Performance Unit Award Agreement, by and
between TXU Corp. and Participant ("Addendum").
10.2 Form of Restricted Stock Award Agreement, by and between TXU
Corp. and Participant ("Performance-Based Agreement").
10.3 Form of Restricted Stock Award Agreement, by and between TXU
Corp. and Participant ("Chairman Agreement").
10.4 Form of Restricted Stock Award Agreement, by and between TXU
Corp. and Participant ("Time-Based Agreement").
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
following registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
TXU CORP.
By: /s/ Anthony Horton
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Name: Anthony Horton
Title: Senior Vice President and
Treasurer
Dated: January 6, 2005
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