Exhibit (10)-8
Unicom Corporation
Form 10-K File No. 1-11375
Commonwealth Edison Company
Form 10-K File No. 1-1839
As Amended on March 9, 1995
1995 AWARD TO MR. O'CONNOR AND MR. SKINNER
UNDER THE UNICOM CORPORATION LONG-TERM INCENTIVE PLAN
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Unicom Corporation, an Illinois corporation (the "Company"), hereby
grants to James J. O'Connor and Samuel K. Skinner in accordance with the
provisions of the Unicom Corporation 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 (as hereinafter defined) allocated to such level:
Level of Award
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Cash Stock
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Threshold:
If earnings per share on the Company's
Common Stock are at least $2.55 per share* 25% 0%
Target:
If earnings per share on the Company's
Common Stock are at least $2.59 per share* 30% 20%
Distinguished Level:
If earnings per share on the Company's
Common Stock are at least $2.69 per share* 30% 70%
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* For the purposes of determining the Level of Award, the "earnings per
share" amount shall be calculated without giving effect to (i) any charges
associated with any early retirement program approved by the Board of
Directors for employees of the Company or its subsidiaries or any severance
payments made by the Company or its subsidiaries, (ii) any charges
associated with necessary increases in pension provisions for the Service
Annuity Systems of Commonwealth Edison Company ("ComEd") and Commonwealth
Edison Company of Indiana, Inc. ("ComEd-Indiana") which are determined
after January 1, 1995, (iii) any write-off (as opposed to depreciation
charges) associated with any plant, property or equipment of the Company or
its subsidiaries and (iv) any accounting effects resulting from any
subsequent Illinois Commerce Commission ("ICC") or judicial proceeding
relating to any order entered by the ICC in Docket No. 94-0065; and shall
be adjusted for any stock splits, stock dividends or other similar event.
No award at any level shall be earned or payable if (i) the aggregate
amount actually incurred by ComEd and ComEd-Indiana for operations and
maintenance expenditures (excluding (1) any charges or effects associated with
any of the items referred to in clauses (i) through (iv), inclusive, of the
first sentence of the asterisked footnote to the preceding table and (2) any
charges associated with awards made or paid under the Plan) for the calendar
year 1995 is greater than $2,031 million, (ii) the aggregate amount actually
incurred by ComEd and ComEd-Indiana for capital expenditures for calendar year
1995 is not less than $920 million, or (iii) the Company 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 1995.
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); provided, however, that interpolation shall be
used in determining the amount of any award based on achievement between the
"Threshold" level and the "Distinguished" level. "Base Pay" for Mr. O'Connor
and Mr. Skinner, as the case may be, shall be his monthly scheduled rate of pay
from ComEd as of January 1, 1995, multiplied by 12 together with the 1995 income
from his Deferred Compensation Units (whether received from the Company or
ComEd).
The Award is subject to the provisions of Sections 9 through 12.4
(inclusive) of the 1995 Variable Compensation Award for Management Employees
(including employment requirements and timing of payments).