Exhibit (10)-11
Unicom Corporation
Form 10-K File No 1-11375
Commonwealth Edison Company
Form 10-K File No. 1-1839
1996 AWARD TO MR. O'CONNOR, MR. MULLIN 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, Leo F. Mullin 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 $3.24 per share* 25% 0%
Target:
If earnings per share on the Company's
Common Stock are at least $3.31 per share* 30% 20%
Distinguished Level:
If earnings per share on the Company's
Common Stock are at least $3.39 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 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, 1996, (iii) any write-off
(as opposed to depreciation charges) associated with any plant, property or
equipment of the Company or its subsidiaries, (iv) the effect of any
unanticipated accounting reclassifications or adjustments or inter-company
cost allocation adjustments that may be required by the Federal Energy
Regulatory Commission or the Illinois Commerce
Commission ("ICC"), (v) any accounting effects resulting from any
subsequent ICC or judicial proceeding relating to any order entered by the
ICC in Docket No. 94-0065, (vi) any accelerated depreciation on any nuclear
generating stations under ComEd's "ENERGY Partnership Program," (vii) any
investment tax credit related to certain investments in nuclear fuel and
other miscellaneous electric utility property permitted under the 1986 Tax
Reform Act and not previously taken, (viii) any "finder's fee" or similar
compensation paid in connection with the realization of the investment tax
credit referred to in the preceding clause (vii), (ix) any gain, loss or
other charges (including, without limitation, increases or decreases in
related operations and maintenance expenditures) associated with the
disposition of ComEd/Indiana's State Line generating plant, (x) any gain,
loss or other charges (including, without limitation, increases or
decreases in related operations and maintenance expenditures) associated
with the disposition of ComEd's Kincaid generating plant, (xi) one half of
any charges associated with any signing bonus and/or adders paid to members
of Local 15 of the International Brotherhood of Electrical Workers in
connection with the execution of their most recent collective bargaining
agreement with ComEd, and (xii) any expenditures associated with ComEd's
accelerated nuclear expenditures (improvement program); 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 (v), inclusive, and clauses
(viii) through (xii), 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, The ComEd Pension Fund Management Incentive Pay Plan,
The ComEd Bulk Power Marketing Incentive Plan and any company-wide incentive pay
plan or arrangement generally applicable to bargaining unit employees within
ComEd and/or ComEd-Indiana) for the calendar year 1996 is not less than $2,020
million, (ii) the aggregate amount actually incurred by ComEd and ComEd-Indiana
for capital expenditures for calendar year 1996 is not less than $920 million
(excluding (1) any capitalized charges associated with awards made or paid under
the Plan, The ComEd Pension Fund Management Incentive Pay Plan, The ComEd Bulk
Power Marketing Incentive Plan and any company-wide incentive pay plan or
arrangement generally applicable to bargaining unit employees within ComEd
and/or ComEd-Indiana, (2) one half of any capitalized charges associated with
any signing bonus and/or adders paid to members of Local 15 of the International
Brotherhood of Electrical Workers in connection with the execution of their most
recent collective bargaining agreement with ComEd, (3) any capital expenditures
associated with ComEd's accelerated nuclear expenditures (improvement program),
and (4) any additional capital expenditures due to the acceleration of ComEd's
steam generator replacement program), 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 1996.
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
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amount of any award based on achievement between the "Threshold" level and the
"Distinguished" level. "Base Pay" for Mr. O'Connor, Mr. Mullin and Mr. Skinner,
as the case may be, shall be his monthly scheduled rate of pay from ComEd as of
January 1, 1996, multiplied by 12 together with the 1996 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 1996 Variable Compensation Award for Management Employees
(including employment requirements and timing of payments).
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