Exhibit (10)-19
Unicom Corporation
Form 10-K File No. 1-11375
UNICOM CORPORATION
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OUTSIDE DIRECTOR STOCK AWARD PLAN
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1. Purpose: Unicom Corporation (the "Company") wishes to establish
an Outside Director Stock Award Plan (the "Plan"). The purpose of the Plan is
to increase the proprietary interest of directors who are not employees of the
Company or any of its subsidiaries ("Outside Directors") through the grant of
shares of Common Stock, without par value ("Common Stock"), of the Company.
2. Administration: The Board of Directors of the Company (the
"Board") shall administer and interpret the provisions of this Plan. All
determinations of the Board with respect to the Plan shall be final and binding
upon all persons.
3. Grants: As of the beginning of the month immediately following
each Annual Meeting of Shareholders of the Company, beginning with the meeting
to be held in 1995 (each a "Grant Date"), each Outside Director then in office
shall be granted 300 shares of Common Stock.
In the case of an Outside Director who is elected or appointed as a
Director of the Company other than at the Annual Meeting of Shareholders in any
year, such Outside Director shall be granted 300 shares of Common Stock promptly
following such election or appointment.
4. Terms and Conditions:
(a) Shares of Common Stock to be granted pursuant to the Plan
will be purchased on behalf of the recipient in the open market in
accordance with applicable rules and regulations.
(b) No shares of Common Stock received under the Plan may be
sold, assigned, transferred or otherwise disposed of for at least six
months after the applicable Grant Date, except in the event of death or
disability of the Outside Director.
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(c) A grant of Common Stock hereunder shall be disclosed in the
Company's proxy statement for the year in which the grant was made; and the
Outside Director, as of the Grant Date of such Common Stock, shall become
the record holder of such Common Stock and shall immediately become
entitled to all the rights and privileges accorded such Common Stock. In
addition, such Common Stock shall be shown on the appropriate form for
reporting beneficial ownership of securities pursuant to Section 16 of the
Securities Exchange Act of 1934, as amended.
(d) The value of any Common Stock granted to an Outside Director
under this Plan is not intended to be taken into account, and consequently
shall be excluded, in determining the amount of any retirement benefit
otherwise payable to such Outside Director under any of the Company's
retirement plans, including the Commonwealth Edison Company Retirement Plan
for Directors and any similar plan hereafter adopted for the Directors of
the Company. The acceptance by an Outside Director of any grant of Common
Stock under this Plan shall constitute such Outside Director's agreement
to, and confirmation of, such exclusion.
(e) The Board shall appropriately adjust the number of shares for
which grants may be made under this Plan in the event of any
reorganization, recapitalization, stock split, reverse stock split, stock
dividend, exchange or combination of shares, merger, consolidation, rights
offering, or other relevant changes in capitalization.
5. Regulatory Compliance: The delivery of any shares under this
Plan may be postponed by the Company for such period as may be required to
comply with Federal or state securities laws, national securities exchange
requirements or any other law or regulation applicable to the delivery of such
shares. The Company shall not be obligated to deliver any shares under this
Plan if such delivery shall constitute a violation of any provision of any law
or any regulation of any governmental authority or any national securities
exchange. In addition, the shares, when delivered, may be subject to
conditions, including transfer restrictions, if such conditions are required to
comply with applicable securities law.
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6. No Right to Continue as Outside Director: Nothing contained in
this Plan shall be construed as conferring upon an Outside Director any right to
continue to be associated with the Company as an Outside Director or in any
other capacity.
7. Amendment or Discontinuance: The Board may amend, rescind or
terminate this Plan as shall in its judgment be advisable.
8. Taxes: The Company shall not be required to, and shall not,
withhold or otherwise pay on behalf of any Outside Director any Federal, state,
local or other taxes arising in connection with a grant of Common Stock under
this Plan. The payment of any such taxes shall be the sole responsibility of
each Outside Director.
9. Governing Law: This Plan and all determinations made and actions
taken pursuant hereto shall be governed by the internal laws of the State of
Illinois, except as Federal law may apply.