Exhibit (10)-9
Unicom Corporation
Form 10-K File No. 1-11375
Commonwealth Edison Company
Form 10-K File No. 1-1839
UNICOM CORPORATION
1996 LONG-TERM PERFORMANCE UNIT AWARD
FOR EXECUTIVE AND GROUP LEVEL EMPLOYEES
PAYABLE IN 1999
UNDER THE
UNICOM CORPORATION LONG-TERM INCENTIVE PLAN
Unicom Corporation, an Illinois corporation (the "Company"), hereby
grants to each employee described in Section 1 hereof as of January 1, 1996 (the
"Grant Date"), in accordance with the provisions of the Unicom Corporation Long-
Term Incentive Plan (the "Plan"), a performance unit award (each, an "Award")
expressed as a number (the "Base Unit") of performance units, 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. Recipients of Awards hereunder shall
consist of the following employees (each, an "Existing Employee") of
Commonwealth Edison Company ("ComEd") and of Commonwealth Edison Company of
Indiana, Inc. ("ComEd/Indiana"): (i) each Group Level employee on the Grant
Date, (ii) each Executive on the Grant Date and (iii) each Officer on the Grant
Date, including, without limitation, the Chairman of ComEd, the Vice Chairman of
ComEd, the President of ComEd and each Senior Vice President of ComEd; provided,
however, that individuals who become Group Level employees, Executives or
Officers after the Grant Date and during the Performance Period (as hereinafter
defined) (each, a "New Employee") shall be eligible to receive an Award
hereunder. The term "Employee" shall mean either an Existing Employee or a New
Employee.
2. Base Unit. The Base Unit for each Award shall be a number
(rounded to the nearest whole number) equal to (a) the product of multiplying
(i) the Salary (as defined herein) of the Employee receiving such Award by (ii)
the applicable percentage set forth below, divided by (b) the closing price of a
share of Common Stock as reported in The Wall Street Journal as New York Stock
Exchange Composite Transactions for December 29, 1995:
Chairman: 50%
Vice Chairman: 50%
President: 50%
Senior Vice Presidents: 40%
Officers, other than as listed above: 30%
Executives, other than as listed above: 20%
Group Level employees, other than as listed above: 20%
For the purposes of calculating the Base Unit, an Existing Employee's Salary
shall be such Existing Employee's monthly scheduled rate of pay as of the Grant
Date multiplied by 12 together with the income from such Existing Employee's
Deferred Compensation Units (whether such Units were granted by the Company or
by ComEd), and a New Employee's Salary shall be such New Employee's monthly
scheduled rate of pay as of the date such New Employee becomes a New Employee
(the "Start Date") multiplied by 12 together with the income from such New
Employee's Deferred Compensation Units (whether such Units were granted by the
Company or by ComEd).
3. Performance Period. The Performance Period shall commence on
January 1, 1996 and end on December 31, 1998.
4. Payment Amount/Stockholder Protection. The amount payable in
connection with an Award (a "Payment Amount") shall be a dollar amount based on
the Base Unit and on the Company's percentile rank, with the percentile rank
corresponding to the highest performance in the performance group being 100 and
the percentile rank corresponding to the lowest performance in the performance
group being 1 (the "Company Rank"), in the Ranking (as hereinafter defined) for
the Performance Period, and calculated as follows:
Below Threshold Level. If the Company Rank is lower than the 25th
percentile in the Ranking, then the Payment Amount shall be zero.
Between Threshold Level and Target Level. If the Company Rank is no
lower than the 25th percentile in the Ranking and no higher than the 49th
percentile in the Ranking, then the Payment Amount shall be the Base Value
multiplied by a fraction the numerator of which is the Company Rank
multiplied by 2 and the denominator of which is 100.
Between Target Level and Maximum Level. If the Company Rank is no
lower than the 50th percentile in the Ranking and no higher than the 90th
percentile in the Ranking, then the Payment Amount shall be the Base Value
multiplied by a fraction the numerator of which is the Company Rank
multiplied by 2.5 minus 25 and the denominator of which is 100.
Above Maximum Level. If the Company Rank is above the 90th percentile
in the Ranking, then the Payment Amount shall be the Base Value multiplied
by 2.
Notwithstanding the foregoing, if the Company fails to maintain
regular quarterly cash dividends of at least $.40 per share of Common Stock
during the Performance Period (adjusted for any stock-split, stock dividend or
other similar event), then the Payment Amount shall be zero.
For purposes of the foregoing, the term "Ranking" shall mean a ranking
determined based upon the Cumulative Total Shareholder Return (as hereinafter
defined) for such Performance Period on the Company's Common Stock as compared
to the Cumulative Total
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Shareholder Return for such Performance Period on the common stock of each
corporation comprising the Dow Jones Utility Index (or any successor index); the
term "Cumulative Total Shareholder Return" for a period shall mean the result
obtained by dividing (i) the sum of (a) the cumulative amount of dividends on
the common stock in question for such period, assuming reinvestment of said
dividends in said common stock, and (b) the difference between the price per
share of said common stock at the end and the beginning of such period, by (ii)
the price per share of said common stock at the beginning of such period; and
the term "Base Value" shall mean the result obtained by multiplying the Base
Unit by the value of a share of Common Stock (as determined under Section 5
hereof).
5. Settlement of Awards. The Payment Amount shall become payable
upon the completion of the Performance Period and shall be paid by the Company
within 90 days after the completion of the Performance Period. The Payment
Amount shall be paid 50% in cash and 50% in shares of Common Stock; provided,
however, that, if the Employee elects under the Unicom Corporation Stock Bonus
Deferral Plan to defer more than 50% of the Payment Amount, the amount so
deferred shall be paid in shares of Common Stock; and provided further, 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 five
(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 issued if
the shares issuable to such Employee exceed five and are held in non-
certificated, book-entry or electronic form; otherwise, any such fractional
shares shall be paid in cash. For the purposes of determining the number of
shares of Common Stock payable pursuant to this Section, a share of Common Stock
shall be valued at 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 calendar quarter ending on the last day of the
Performance Period (appropriately adjusted for any stock-split, stock dividend
or other similar event).
6. Employment as an "Employee" for Less Than Full Performance Period.
6.1. Termination of Employment. If an Employee's employment with the
Company is terminated prior to the completion of the Performance Period for any
reason other than as provided in the immediately following sentence, then no
amount shall be payable hereunder. If an Employee's employment with the Company
is terminated prior to the completion of the Performance Period due to such
Employee's (i) termination as a result of the sale of ComEd/Indiana's State Line
generating plant located in Hammond, Indiana, the sale of ComEd's Kincaid
generating plant located in Kincaid, Illinois, or ComEd's decision to have a
third party provide the services provided by the functional group that includes
such Employee (in any such case, a "Permitted Termination"), (ii) retirement
under the pension plan of any of the Employers or (iii) death, then such
Employee shall be entitled to an amount equal to the Payment Amount calculated
in accordance with Section 4 hereof multiplied by a fraction the numerator of
which is the number of days in the Performance Period that have elapsed between
the commencement of the Performance Period (in the case of an Existing
Employee), or the Start
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Date (in the case of a New Employee), and the date of such Permitted
Termination, retirement or death (as the case may be) and the denominator of
which is the number of days in the Performance Period. The Payment Amount for
any New Employee whose employment is not terminated prior to the completion of
the Performance Period shall be calculated in accordance with Section 4 hereof
and be reduced by multiplying it by a fraction the numerator of which is the
number of days in the Performance Period that have elapsed between such New
Employee's Start Date and the end of the Performance Period and the denominator
of which is the number of days in the Performance Period. Any Payment Amount
calculated in accordance with either of the two immediately preceding sentences
shall be paid as provided in Section 5 hereof within 90 days after the
completion of the Performance Period.
6.2. Promotions; Demotions. If an Employee is promoted or demoted
during the Performance Period to a level that is included within the definition
of Employee, then such person shall be entitled to an amount equal to a Payment
Amount calculated in accordance with Section 4 hereof, but based upon the sum of
the products of (i) the Base Unit applicable to each level held by such person
during the Performance Period, multiplied by (ii) a fraction the numerator of
which is the number of days during the Performance Period that such level was
held and the denominator of which is the number of days in the Performance
Period. If an Employee is demoted during the Performance Period to a level
below that included within the definition of Employee, then such person shall be
entitled to an amount equal to the Payment Amount calculated in accordance with
Section 4 hereof multiplied by a fraction the numerator of which is the number
of days in the Performance Period that such person was at a level included
within the definition of Employee and the denominator of which is the number of
days in the Performance Period.
6.3. Employment. As used in this Section 6, employment by the
Company shall include employment by a corporation which is a "subsidiary
corporation" of the Company, as such term is defined in section 424 (and any
successor section) of the Internal Revenue Code of 1986, as amended, or any
successor internal revenue law.
7. Rights as a Stockholder. No Employee shall have any rights as a
stockholder of the Company with respect to any shares of Common Stock that may
be payable hereunder unless and until such shares have been issued to such
Employee or otherwise credited to an account for the benefit of such Employee.
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8. Additional Terms and Conditions of Award.
8.1. Nontransferability of Award. In accordance with Section 13.5 of
the Plan, no Award or other related benefit may, except as otherwise
specifically provided by the Plan or by law, be transferable in any manner other
than by will or the laws of descent and distribution, and any attempt to
transfer any such Award or other benefit 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 Amount. In accordance with
Section 13.5 of the Plan, Awards or other benefits payable under 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 or benefits, nor
shall they be subject to attachment or legal process for or against such person.
8.2. Withholding Taxes. As a condition precedent to the delivery to
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
Amount) payable then or thereafter payable by the Company or any of its
subsidiaries to the Employee, or may request the Employee to pay to the Company
in cash, such amount as the Company or any of its subsidiaries may be required,
under all applicable federal, state, local or other laws or regulations, to
withhold and pay over with respect to the Award.
8.3. Compliance with Applicable Law. Each Award is subject to the
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.
8.4. Award Subject to the Plan. This Award is subject to the
provisions of the Plan, and shall be interpreted in accordance therewith.
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