Exhibit (10)-14
Unicom Corporation
Form 10-K File
UNICOM CORPORATION
RETIREMENT PLAN FOR DIRECTORS
EFFECTIVE SEPTEMBER 1, 1994
I. Purpose
-----------
The Unicom Corporation Retirement Plan for Directors is hereby established
by Unicom Corporation (the "Company") to provide benefits for eligible members
of the Company's Board of Directors as hereinafter set forth.
II. Definitions
----------------
The following words and phrases shall have the meanings set forth below
unless a different meaning is required by the context:
(a) Board: The Board of Directors of the Company.
(b) Company: Unicom Corporation, a corporation organized and existing
under the laws of the State of Illinois, or its successor or successors.
(c) ComEd Plan: The Commonwealth Edison Company Retirement Plan for
Directors Effective January 1, 1987.
(d) Director: Any member of the Board on or after the Effective Date who
is an outside director and who is not and never has been an officer or employee
of the Company or any of its subsidiaries.
(e) Effective Date: September 1, 1994.
(f) Eligible Director: A Director who meets the eligibility requirements
for retirement benefits set forth in Article III.
(g) Plan: The Unicom Corporation Retirement Plan for Directors, as it may
be amended from time to time.
(h) Service: A Director's service on the Board. For purposes of the
Plan, a Director's Service shall include his or her service as a member of the
Board of Directors of Commonwealth Edison Company for any period prior to
September 1, 1994 as if it were service on the Board.
(i) Termination Date: The date on which an Eligible Director terminates
his or her Service.
III. Eligibility for Retirement Benefits
-----------------------------------------
Eligibility for retirement benefits under the Plan shall be limited to each
Director who has attained at least age 65 and who thereafter, for reasons other
than death, terminates Service while in good standing, provided that such
Director shall have completed at least five full years of Service or at least
three full years of Service if such Director's Service commenced after attaining
age 65.
IV. Amount of Retirement Benefit
---------------------------------
Each Eligible Director shall be entitled to an annual retirement benefit,
for the period provided in Article V, which shall be an amount equal to the
annual retainer (net of any
-2-
amounts attributable to service on the board of directors of any subsidiary of
the Company) for Board members as in effect when such Eligible Director's
benefit payments commence, adjusted from time to time as provided in Article V
for any changes in the annual retainer for Board members. Such benefit shall be
paid as hereinafter provided.
V. Payment of Retirement Benefits
----------------------------------
Retirement benefit payments shall commence to be paid to an Eligible
Director on the last day of the calendar quarter next following the Eligible
Director's Termination Date. Subsequent benefit payments shall be made on the
last day of each calendar quarter thereafter and shall be paid for a period
equal to the Eligible Director's years of Service. For the purpose of
determining the payment period, fractional years of Service will be rounded up
to the next higher whole year. Each installment of retirement benefit payments
shall be equal to one-fourth of the amount of the annual retainer for Board
members as in effect at the time the installment is paid.
In the event of the Eligible Director's death after his or her Termination
Date but before commencement of payments hereunder or before the Eligible
Director has received all payments to which the Eligible Director is entitled
hereunder, the benefit payments to which the Eligible Director would have been
entitled had the Eligible Director lived shall be paid in the same amount to the
Eligible Director's surviving spouse, if
-3-
any, using the same payment schedule and amount as would have applied if the
Eligible Director had lived. If there is no surviving spouse at the death of
the Eligible Director or if a surviving spouse dies before receiving any or all
payments to which entitled under the Plan, the Eligible Director's benefits
under the Plan shall terminate.
VI. Pre-Retirement Death Benefits
----------------------------------
(a) If the Service of a Director who is eligible to retire as an Eligible
Director is terminated due to death, such Director's surviving spouse, if any,
shall receive the benefit to which the surviving spouse would have been entitled
had the Director retired and his Termination Date occurred on the day prior to
his or her death.
(b) If the Service of a Director is terminated due to death prior to
attaining age 65 but after attaining age 62 and completing at least five full
years of Service, such Director's surviving spouse, if any, shall receive the
benefit to which the surviving spouse would have been entitled had such Director
attained age 65 and terminated Service on the day prior to his or her death,
except that (i) the amount of each installment of such benefit shall be equal to
one-fourth of the amount of annual retainer for Board members as in effect at
the time the installment is paid and (ii) the benefit shall be paid for a period
equal to the Director's years of Service at the Director's date of death.
-4-
(c) Payments of any benefits under subparagraphs (a) or (b) shall commence
on the last day of the calendar quarter in which occurs the Director's date of
death. If the Director under subparagraphs (a) or (b) leaves no surviving
spouse, or if a surviving spouse dies before receiving any or all payments to
which entitled under the Plan, the Director's benefits under the Plan shall
terminate.
VII. Disability Benefits
-------------------------
If the Service of a Director is terminated due to disability prior to
attaining age 65 but after attaining age 62, such Director shall be entitled to
payment of benefits, if any, under this Plan on the same basis as he would have
been if he had attained age 65 prior to such termination. For purposes of this
Article VII, disability shall mean a disability that prevents the Director from
performing any and every duty of a member of the Board. The determination of
the Compensation Committee of the Board as to whether a Director is terminated
due to disability shall be final and conclusive.
VIII. Financing of Benefits
----------------------------
The Plan shall be a noncontributory, nonqualified and unfunded plan.
Benefit payments under the Plan shall represent an unsecured general obligation
of the Company and shall be paid by the Company from its general assets. No
special fund or trust
-5-
shall be created, nor shall any notes or securities be issued with respect to
any benefits under the Plan.
-6-
IX. Forfeiture of Benefits
---------------------------
As long as a former Director is receiving or is entitled to receive
benefits under the Plan, such former Director will not directly or indirectly
enter into or in any manner take part in any business or other endeavor, either
as an employee, agent, independent contractor, owner or otherwise, which in any
manner competes or conflicts with the business of the Company or is detrimental
to the best interests of the Company, unless the Company gives its prior written
consent thereto. The failure of a former Director to comply with the provisions
of this Article shall result in the forfeiture of all further payments which
otherwise would become due and payable under the Plan to the former Director or
to his or her surviving spouse. Before any such forfeiture, the Company shall
mail notice to the former Director that consideration is being given to
forfeiture pursuant to this Article. On written request of the former Director
within sixty days following the mailing by the Company of the notice, the
Compensation Committee of the Board shall afford the former Director an
opportunity, at any mutually convenient time within that sixty-day period, to
demonstrate to the Compensation Committee that forfeiture of payments would not
be justified.
X. Facility of Payment
-----------------------
Whenever a person entitled to receive any payment under the Plan is a
person under legal disability or a person not adjudicated incompetent but who,
by reason of illness or mental
-7-
or physical disability, is in the opinion of the Compensation Committee of the
Board unable properly to manage his or her affairs, then such payments shall be
paid in such of the following ways as the Compensation Committee deems best:
(A) to such person directly; (b) to the legally appointed guardian or
conservator of such person; (c) to some relative or friend of such person for
his or her benefit; or (d) for the benefit of such person in such manner as the
Compensation Committee considers advisable. Any payment made in accordance with
the provisions of this Article shall be a complete discharge of any liability
for the making of such payment under the Plan, and the distributee's receipt
shall be a sufficient discharge to the Company.
XI. Administration
-------------------
The Plan shall be administered by the Compensation Committee of the Board,
which shall have full and final authority to interpret the provisions of the
Plan and to make determinations regarding the administration of the Plan. All
decisions and determinations by the Compensation Committee shall be final and
binding upon all parties.
XII. Miscellaneous
-------------------
The Plan shall not affect in any way the rights of a Director under any
deferred compensation agreement between the Director and the Company or any of
its subsidiaries.
-8-
The Plan may not be cancelled by the Company upon any merger or
consolidation with or acquisition of the Company by any other entity, but shall
be binding upon and inure to the benefit of the successors and assigns of the
Company and the heirs, executors, administrators and assigns of each Director.
No person shall have any right to commute, encumber, pledge or dispose of
any right to receive payments hereunder, nor shall such payments be subject to
seizure, attachment or garnishment for the payments of any debts, judgments,
alimony or separate maintenance obligations or be transferable by operation of
law in the event of bankruptcy, insolvency or otherwise, all payments and rights
hereunder being expressly declared to be nonassignable and nontransferable.
The Plan may be amended from time to time or terminated by the Board at any
time, but no amendment or termination may adversely affect the rights of any
person then receiving benefits under the Plan or who is entitled to receive
benefits under the Plan on account of a Director's prior termination of Service.
This Plan shall be governed by the law of the State of Illinois.
-9-