Exhibit (10)-9
Unicom Corporation and
Commonwealth Edison Company
Form 10-K File Nos. 1-11375and 1-1839
Unicom Corporation
1999 Annual Incentive Award for Management Employees
Under the Unicom Corporation Long-Term Incentive Plan
Unicom Corporation, an Illinois corporation (the "Company"), hereby
grants to each Employee (as hereinafter defined), as of January 1, 1999 or, if
later, the date of the commencement of such Employee's employment with an
Employer (as hereinafter defined) (the later of such dates being referred to
herein as the "Grant Date"), in accordance with the provisions of the Unicom
Corporation Long-Term Incentive Plan (as in effect from time to time, the
"Plan"), an incentive 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.
1. Recipients of Awards. Subject in all respects to the provisions
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hereof, recipients of Awards hereunder shall consist of:
(a) each employee of Commonwealth Edison Company ("ComEd") (other
than (i) the Chairman and Chief Executive Officer, and (ii) any temporary
employee) who is on the management or executive payroll during calendar
year 1999, provided such employee is placed on such payroll prior to
November 1, 1999; and
(b) each employee of any other Subsidiary/1/ selected from time to
time by the Committee/2/ to receive an Award hereunder.
Each such employee is referred to herein as an "Employee," and the term
"Employer" shall mean the employer of an Employee.
2. Award Amount.
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__________________________
/1/ A "Subsidiary" is defined in the Plan as being 51% or more owned.
/2/ "Committee" means the Corporate Governance and Compensation Committee of the
Board of Directors.
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(a) The total amount payable to each Employee in connection with an
Award (the "Total Award Amount") shall be determined in accordance with the
following formula:
Individual
Total Employee's Payout Performance Performance
Award = Salary X Opportunity X Payout X Payout
Amount Percentage Percentage Percentage
"Employee's Salary" shall mean:
(i) if an Employee's position is in salary grade level 5 or above, or
equivalent, and the position or the Employee is classified as working
standard hours of 40 hours per week, the sum of (a) the product of an
Employee's monthly scheduled rate of pay, determined as of the close
of November 1, 1999 (or such earlier date during 1999 in which the
Employee's employment terminates or the Employee ceases to be in a
position in salary grade level 5 or above, or equivalent), multiplied
by 12, plus (b) the quarterly income from such Employee's Deferred
Compensation Units, if any (whether such Units were granted by the
Company or by ComEd), multiplied by 4; and
(ii) if an Employee's position is in salary grade level 5 or above, or
equivalent, and the position or the Employee is not classified as
working standard hours of 40 hours per week, the sum of (a) the
product of an Employee's hourly scheduled rate of pay, determined as
of the close of November 1, 1999 (or such earlier date during 1999 in
which the Employee's employment terminates or the Employee ceases to
be in a position in salary grade level 5 or above, or equivalent),
multiplied by 2080, plus (b) the quarterly income from such
Employee's Deferred Compensation Units, if any (whether such Units
were granted by the Company or by ComEd), multiplied by 4; and
(iii) if an Employee's position is in salary grade level entry through 4,
or equivalent, the sum of such payroll earnings as have been
determined by the Plan Administrator to be applicable for purposes of
an Award hereunder.
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"Payout Opportunity Percentage" shall mean the percentage indicated on
the following table, based upon grade level and level of achievement of the
applicable goal:
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Threshold Payout Target Payout Maximum Payout
Grade Level Percentage Percentage Percentage
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Rated - Grades Entry - 9 3.75 7.5 15.0
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Rated - Grades 10 -11 6.25 12.5 25.0
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Group -- Grade 12 10.0 20.0 40.0
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Group -- Grades 13 - 14 12.5 25.0 50.0
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Executive -- Grades 15 - 17 15.0 30.0 60.0
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Executive -- Grade 18 20.0 40.0 80.0
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Executive -- Grade 19 22.5 45.0 90.0
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Executive -- Grade 20 25.0 50.0 100.0
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Executive - Grade 21 27.5 55.0 110.0
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Executive -- Grade 23 35.0 70.0 140.0
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Percentage deviation from the Target Payout Percentage shall be used in
determining the applicable Payout Opportunity Percentage for goal
achievement between zero and the Maximum Payout Percentage level. With
respect to any Employee described in Section 1(b), the Payout Opportunity
Percentage shall mean such percentage(s) as may be established by the
Committee at the time of such Employee's selection by the Committee to
receive an Award hereunder.
"Performance Payout Percentage" shall mean for each Employee, the sum
of the weighted payout percentages for each assigned goal, as determined by
the Committee, based on the relative achievement of such goals.
"Individual Performance Payout Percentage" shall mean (i) in the case
of an Employee who is rated as performing in the "A" category, 120%, 115%,
or 110%, as determined by the Employee's supervisor, department head and/or
business unit leader, (ii) in the case of an Employee who is rated as
having performed in the "B" category," 100%, and (iii) in the case of an
Employee who is rated as performing in the "C" category, 0%.
The Total Award Amount determined for any Employee shall be subject to
adjustment as provided in Sections 3, 4, and 5 (as so adjusted, the
"Adjusted Total Award Amount").
(b) Subject to Section 7, the Adjusted Total Award Amount for any
Employee shall be paid (i) in the case of an Employee whose position is in
salary grade level entry to 11, or equivalent, 100% in cash after the
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application of Section 9.2, and (ii) in the case of all other Employees,
25% in shares of Common Stock (the amount payable in shares of Common Stock
being referred to herein as the "Stock Payment Amount") and the remainder
in cash, after the application of Section 9.2.
3. Reduction of Total Award Amount in Certain Instances.
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3.1 Partial Year of Employment. In the event that:
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(a) during 1999, an Employee (i) is first placed on the management or
executive payroll after January 1/st/ and prior to November 1/st/, (ii) is
on a voluntary leave of absence or long-term disability, (iii) retires
under the pension plan of any Employer, or (iv) dies; or
(b) an Employee's employment with the Employers is terminated during
1999 as a result of (i) the sale, permanent closure or other disposition of
any generation facility, (ii) the sale or other disposition of any business
unit or functional group (or portion thereof) that includes such Employee,
(iii) the Employer's decision to have a third party provide the services
provided by the functional group that includes such Employee; or
(c) an Employee accepts severance pay under a voluntary separation
plan or is entitled to payment under any other severance plan or
arrangement that provides for an Award,
then the Total Award Amount shall be determined as follows:
(i) with respect to an Employee whose position is in salary grade level 5
or above, or equivalent, the Total Award Amount will be prorated by
multiplying it by a fraction, the numerator of which is the number of
days during 1999 the Employee was employed by an Employer (or
Employers) in a position in salary grade level 5 or above, or
equivalent, and the denominator of which is 365; and
(ii) with respect to an Employee whose position is in salary grade level
entry through 4, or equivalent, the Total Award Amount will be based
on the sum of such payroll earnings as have been determined by the
Plan Administrator to be applicable for purposes of an Award
hereunder, for the period during 1999 in which the Employee was
employed by an Employer (or Employers) in a position in salary grade
level entry through 4, or equivalent.
3.2 Other Incentive Plans. In the event that during 1999, an
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Employee participates in or becomes eligible to participate in, any sales
or
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group incentive plan that precludes receipt of an Award hereunder (such
incentive plans collectively referred to herein as "Other Incentive
Plans"), then the Total Award Amount shall be determined as follows:
(a) with respect to an Employee whose position is in salary grade
level 5 or above, or equivalent, the Total Award Amount will be prorated
(after any adjustment required by Section 3.1) by multiplying it by a
fraction, the numerator of which is the total number of days during 1999
that the Employee was employed by an Employer (or Employers) in a position
in salary grade level 5 or above, or equivalent, and was not a participant
in, or eligible to participate in, an Other Incentive Plan, and the
denominator of which is 365; and
(b) with respect to an Employee whose position is in salary grade
level entry through 4, or equivalent, the Total Award Amount will be based
on the sum of such payroll earnings as have been determined by the Plan
Administrator to be applicable for purposes of an Award hereunder (after
any adjustment required by Section 3.1), for the period during 1999 in
which the Employee was employed by an Employer (or Employers) in a position
in salary grade level entry through 4, or equivalent, and was not a
participant in, or eligible to participate in, an Other Incentive Plan.
4. Part-Time Employees. For an Employee who is a part-time
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Employee (as determined in accordance with his or her Employer's personnel
practices), the Total Award Amount shall be determined as follows:
(a) with respect to an Employee whose position is in salary grade
level 5 or above, or equivalent, the Total Award Amount will be prorated by
multiplying it by a fraction, the numerator of which is the number of hours
the Employee was scheduled to work for an Employer (or Employers) during
1999 and the denominator of which is 2080; and
(b) with respect to an Employee whose position is in salary grade
level entry through 4, or equivalent, the Total Award Amount will be based
on the sum of such payroll earnings which have been determined by the Plan
Administrator to be applicable for purposes of an Award hereunder (after
any adjustment required by Section 3.1), for the period during 1999 in
which the Employee was employed by an Employer (or Employers) in a position
in salary grade level entry through 4, or equivalent.
This Section 4 shall be applied prior to the application of Section 3.1 for any
Employee who is described therein.
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5. Transfer of Employee from One Business Unit or Production
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Facility to Another Business Unit or Production Facility. In the event that an
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Employee is transferred from one business unit to another business unit or
production facility prior to November 1, 1999, the Total Award Amount for such
Employee will equal the sum of the Award amounts determined on a prorated basis
with respect to each business unit. With respect to an Employee who transfers
from one business unit to another on or after November 1, 1999, the Award amount
for the remainder of the year will be determined entirely based upon the goals
of the business unit from which the Employee transferred.
6. Settlement of Awards. Payment of the Adjusted Total Award
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Amount, if any, will be made to an Employee as soon as practicable after the
Company's audited financial results are available for calendar year 1999. The
number of shares of Common Stock payable as part of any Stock Payment Amount to
an Employee shall be computed by dividing the Stock Payment Amount by the value
of one share of Common Stock; provided, however, that shares that may become
payable to an Employee hereunder shall not be issued if the aggregate number of
shares payable to such Employee does not exceed 25 (and, in such case, cash
shall be paid in an amount equal to the value of the shares that would have been
issued but for this proviso). Fractional shares of Common Stock that may become
payable to an Employee hereunder shall be awarded if the shares awarded to such
Employee exceed 25 and are held in non-certificated, book-entry or electronic
form; otherwise, any such fractional shares 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 1999 (appropriately adjusted for any stock-split, stock
dividend or other similar event).
7. Termination of Employment. An Employee whose employment with all
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Employers terminates on or prior to December 31, 1999 for any reason other than
those described in Section 3.1 shall not be entitled to payment of any Award
hereunder.
8. Rights as a Stockholder. No Employee shall have any rights as a
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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
Employee or otherwise credited to an account for the benefit of such Employee.
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9. Additional Terms and Conditions of Award.
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9.1. Non-Transferability of Award. In accordance with Section 13.5 of
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the Plan, except as otherwise specifically provided by the Plan or by law, no
Award may be transferable in any manner other than by will or the laws of
descent and distribution, and any attempt to transfer any such Award shall be
void; provided, however, that the foregoing shall not restrict the ability of
any Employee to transfer any cash or Common Stock received as part of the
payment of the Adjusted Total Award Amount. In accordance with Section 13.5 of
the Plan, 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 nor shall they be subject to attachment or legal process for or against
such person.
9.2. Withholding Taxes. As a condition precedent to the delivery to
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the Employee 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
of the Adjusted Total Award Amount) payable then or thereafter payable by the
Company to the Employee, or may request the Employee 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.
9.3. Compliance with Applicable Law. Each Award is subject to the
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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.
9.4. Award Subject to the Plan. This Award is subject to the
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provisions of the Plan, and shall be interpreted in accordance therewith.
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