Exhibit (10)-10
Unicom Corporation and Commonwealth Edison Company
Form 10-K File Nos. 1-11375 and 1-1839
UNICOM CORPORATION
GENERAL PROVISIONS REGARDING 1996B STOCK OPTION AWARDS
GRANTED UNDER THE UNICOM CORPORATION LONG-TERM INCENTIVE PLAN
The purpose of these General Provisions Regarding 1996B Stock
Option Awards Granted Under the Unicom Corporation Long-Term Incentive Plan (the
"General Provisions") is to set forth certain provisions which shall be deemed a
part of, and to govern, options to purchase shares of the Common Stock, without
par value (the "Common Stock"), of Unicom Corporation, an Illinois corporation
(the "Company"), granted by the Company on December 11, 1996 under the
provisions of the Unicom Corporation Long-Term Incentive Plan (the "Plan").
1. Form of Stock Option Grant. Each such stock option
("Option") shall be in writing (an "Option Agreement") and shall specify (i) the
name of the recipient of the Option (the "Optionee"), (ii) the number of shares
of Common Stock subject to such Option, and (iii) the terms applicable to the
exercise of such Option, including the exercise price, any restrictions
applicable to such exercise and the expiration date (the "Expiration Date") for
such exercise.
2. Time and Manner of Exercise.
2.1. Exercise of Option. (a) Except as otherwise provided
herein, an Option shall become exercisable as described under the caption "When
Exercisable" in the Option Agreement.
(b) If an Optionee's employment by the Company terminates by
reason of Retirement, death or Disability, then on the date of such Retirement,
death or Disability, such Optionee's Option shall, notwithstanding Section
2.1(a) hereof, become exercisable as to all of the shares of Common Stock
remaining subject to such Option and may (1) in the cases of Retirement or
Disability, be exercised by such Optionee or his or her Legal Representative or
Permitted Transferees, as the case may be, until the Expiration Date or (2) in
the case of death, be exercised by such Optionee's Legal Representative or
Permitted Transferees, as the case may be, until 11:59 p.m. (Chicago time) on
the third anniversary of the date of death; provided, however, that in any case
such exercisability is conditioned upon such Optionee's or his or her Legal
Representative's or Permitted Transferees', as the case may be, continued
"acceptable conduct," as determined by the Committee in its sole discretion. For
purposes of the foregoing,
"acceptable conduct" shall mean, without limitation, refraining from engaging in
activities which (i) are competitive to the business of the Company or its
subsidiaries, (ii) promote or assist competitors of the Company or its
subsidiaries, or (iii) reflect negatively on the Company, its subsidiaries or
any of their directors, officers, employees or agents.
(c) If an Optionee's employment by the Company terminates
either for cause or by voluntary action of such Optionee (other than
Retirement), such Optionee's Option shall expire on the effective date of such
termination of employment and shall not thereafter be exercisable.
(d) If an Optionee's employment by the Company terminates for
any reason other than Retirement, Disability, death or as specified in Section
2.1(c) hereof, such Optionee's Option shall be exercisable only to the extent it
is exercisable on the effective date of such termination of employment and may
thereafter be exercised by such Optionee or his or her Legal Representative
until and including the earlier to occur of (i) the date which is three months
after the effective date of such termination of employment and (ii) the
Expiration Date.
2.2. Method of Exercise. Subject to the limitations set
forth in the Option Agreement and these General Provisions, an Option may be
exercised by the Optionee:
(a) by giving written notice to the Company specifying the
number of whole shares of Common Stock to be purchased and accompanied
by payment therefor in full (or arrangement made for such payment to
the Company's satisfaction) (1) in cash, (2) by delivery of previously
owned whole shares of Common Stock (which such Optionee has held for at
least six months prior to the delivery of such shares or which such
Optionee purchased on the open market and for which such Optionee has
good title, free and clear of all liens and encumbrances) having an
aggregate Fair Market Value, determined as of the date of exercise,
equal to the aggregate purchase price payable pursuant to such Option
by reason of such exercise, (3) in cash by a broker-dealer acceptable
to the Company to whom such Optionee has submitted an irrevocable
notice of exercise or (4) a combination of (1) and (2), and
(b) by executing such documents as the Company may reasonably
request.
The Company shall have sole discretion to disapprove of an election pursuant to
any of subclauses (2) through (4) of clause (a) of this Section 2.2. Any
fraction of a share of Common Stock which would be required to pay such purchase
price shall be disregarded and the remaining amount due shall be paid in cash by
the Optionee. No certificate representing a share of Common Stock shall be
delivered until the full purchase price therefor has been paid.
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2.3. Termination of Option. (a) In no event may an Option
be exercised after it terminates as set forth in this Section 2.3. An Option
shall terminate, to the extent not exercised pursuant to Section 2.2 or earlier
terminated pursuant to Section 2.1, on the Expiration Date stated in the Option
Agreement.
(b) In the event that rights to purchase all or a portion of
the shares of Common Stock subject to an Option expire or are exercised,
cancelled or forfeited, the Optionee shall, upon the Company's request, promptly
return the related Option Agreement to the Company for full or partial
cancellation, as the case may be. Such cancellation shall be effective
regardless of whether the Optionee returns said Option Agreement. If the
Optionee continues to have rights to purchase shares of Common Stock under said
Option Agreement, the Company shall, within 10 days of the Optionee's delivery
of said Option Agreement to the Company, either (i) mark said Option Agreement
to indicate the extent to which said Option has expired or been exercised,
cancelled or forfeited or (ii) issue to the Optionee a substitute option
agreement applicable to such rights, which agreement shall otherwise be
substantially similar to said Option Agreement in form and substance.
3. Additional Terms and Conditions of Options.
3.1. Nontransferability of Options. Except as may
otherwise be permitted by the Plan or authorized in accordance with the terms of
the Plan, an Option may not be transferred by the Optionee other than by will or
the laws of descent and distribution or pursuant to beneficiary designation
procedures approved by the Company. Except to the extent permitted by the
foregoing sentence, during the Optionee's lifetime such Optionee's Option is
exercisable only by the Optionee or his or her Legal Representative. Except to
the extent permitted by the foregoing, an Option may not be sold, transferred,
assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by
operation of law or otherwise) or be subject to execution, attachment or similar
process. Upon any attempt so to sell, transfer, assign, pledge, hypothecate,
encumber or otherwise dispose of an Option, such Option and all rights
thereunder shall immediately become null and void.
3.2. Withholding Taxes. (a) As a condition precedent to
the delivery of shares of Common Stock upon exercise of an Option, the Optionee
shall, upon request by the Company, pay to the Company in addition to the
purchase price of the shares, such amount of cash as the Company may be
required, under all applicable federal, state, local or other laws or
regulations, to withhold and pay over as income or other withholding taxes (the
"Required Tax Payments") with respect to such exercise of such Option. If the
Optionee shall fail to advance the Required Tax Payments after request by the
Company, the Company may, in its discretion, deduct any Required Tax Payments
from any amount then or thereafter payable by the Company to the Optionee.
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(b) The Optionee may elect to satisfy his or her obligation to
advance the Required Tax Payments by any of the following means: (1) a cash
payment to the Company pursuant to Section 3.2(a), (2) delivery to the Company
of previously owned whole shares of Common Stock (which the Optionee has held
for at least six months prior to the delivery of such shares or which the
Optionee purchased on the open market and for which the Optionee has good title,
free and clear of all liens and encumbrances) having an aggregate Fair Market
Value, determined as of the date the obligation to withhold or pay taxes first
arises in connection with such Optionee's Option (the "Tax Date"), equal to the
Required Tax Payments, (3) authorizing the Company to withhold whole shares of
Common Stock which would otherwise be delivered to the Optionee upon exercise of
such Option having an aggregate Fair Market Value, determined as of the Tax
Date, equal to the Required Tax Payments, (4) a cash payment by a broker-dealer
acceptable to the Company to whom the Optionee has submitted an irrevocable
notice of exercise or (5) any combination of (1), (2) and (3). The Company
shall have sole discretion to disapprove of an election pursuant to any of
clauses (2) through (5). Shares of Common Stock to be delivered or withheld may
not have an aggregate Fair Market Value in excess of the minimum amount of the
Required Tax Payments. Any fraction of a share of Common Stock which would be
required to satisfy any such obligation shall be disregarded and the remaining
amount due shall be paid in cash by the Optionee. No certificate representing a
share of Common Stock shall be delivered until the Required Tax Payments have
been satisfied in full.
(c) Unless the Committee otherwise determines, if an Optionee
is subject to Section 16 of the Exchange Act, the following provisions shall
apply to such Optionee's election to deliver to the Company whole shares of
Common Stock or to authorize the Company to withhold whole shares of Common
Stock purchasable upon exercise of such Optionee's Option in payment of all or a
portion of such Optionee's tax liability in connection with such exercise:
(1) Such Optionee may deliver to the Company previously
owned whole shares of Common Stock in accordance with Section 3.2(b),
if such delivery is in connection with the delivery of shares of Common
Stock in payment of the exercise price of such Optionee's Option.
(2) Such Optionee may authorize the Company to withhold
whole shares of Common Stock purchasable upon exercise of such
Optionee's Option in accordance with Section 3.2(b); provided that the
following provisions shall apply to such election:
(i) such election may apply only to such Option or
any or all other options held by such Optionee, shall be filed
with the Secretary at least six months prior to the exercise
date of such Option and may not take effect
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during the six-month period beginning on the Grant Date (as
specified in the Option Agreement) of such Option (other than
in the event of such Optionee's death) or
(ii) such election (A) shall be subject to approval by
the Committee, (B) may not take effect during the six-month
period beginning on the Grant Date (as specified in the Option
Agreement) of such Option (other than in the event of such
Optionee's death), (C) must be filed with the Secretary during
(or must be filed with the Secretary in advance of, but take
effect during) the ten business day period beginning on the
third business day following the date of release of the
Company's quarterly or annual summary statements of sales and
earnings and (D) the exercise of such Option must occur during
such ten business day period.
Unless the Committee otherwise determines, any election pursuant to
clause (i) may be revoked or changed only if such revocation or change
is made at least six months prior to the exercise of the Option. Any
election made pursuant to clause (ii) may be revoked or changed prior
to the exercise of the Option during the ten business day period.
3.3. Adjustment. The number and class of securities
subject to an Option and the purchase price per security shall be subject to
adjustment as provided in Section 4.2 of the Plan. If any such adjustment would
result in a fractional security being subject to such Option, the Company shall
pay the Optionee, in connection with the first exercise of such Option, in whole
or in part, occurring after such adjustment, an amount in cash determined by
multiplying (i) the fraction of such security (rounded to the nearest hundredth)
by (ii) the excess, if any, of (A) the Fair Market Value on the exercise date
over (B) the exercise price per share of such Option. The decision of the
Committee regarding any such adjustment shall be final, binding and conclusive.
3.4. Compliance with Applicable Law. Each Option is
subject to the condition that if the listing, registration or qualification of
the shares subject to such Option 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
purchase or delivery of shares hereunder, such Option may not be exercised, in
whole or in part, unless such listing, registration, qualification, consent or
approval shall have been effected or obtained, free of any conditions not
acceptable to the Company. The Company agrees to use reasonable efforts to
effect or obtain any such listing, registration, qualification, consent or
approval.
3.5. Delivery of Certificates. Upon the exercise of an
Option, in whole or in part, the Company shall credit to a book-entry or other
electronic account maintained for the Optionee, or deliver or cause to be
delivered one or more certificates
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representing, the number of shares purchased against full payment therefor. The
Company shall pay all original issue or transfer taxes and all fees and expenses
incident to such delivery, except as otherwise provided in Section 3.2.
3.6. Rights as a Stockholder. An Optionee shall not be
entitled to any privileges of ownership with respect to shares of Common Stock
subject to an Option unless and until purchased and credited to an account
maintained for such Optionee or delivered to such Optionee upon the exercise of
such Option, in whole or in part, and such Optionee becomes a stockholder of
record with respect to such shares; and such Optionee shall not be considered a
stockholder of the Company with respect to any such shares not so purchased and
credited or delivered.
3.7. Company to Reserve Shares. The Company shall at all
times prior to the expiration or termination of an Option reserve and keep
available, either in its treasury or out of its authorized but unissued shares
of Common Stock, the full number of shares subject to such Option from time to
time.
3.8. Agreement Subject to the Plan. Each Option Agreement,
and the Option thereby granted, are subject to the provisions of the Plan,
including, without limitation, Sections 5.1 and 13.2 of the Plan, and shall be
interpreted in accordance therewith.
4. Change in Control. (a) Notwithstanding any provision
in the Plan or any Option Agreement, in the event of a Change in Control, all
outstanding Options shall immediately become exercisable in full.
(b) "Change in Control" shall mean:
(1) the acquisition by any individual, entity or group (a
"Person"), including any "person" within the meaning of Section
13(d)(3) or 14(d)(2) of the Exchange Act, of beneficial ownership
within the meaning of Rule 13d-3 promulgated under the Exchange Act, of
20% or more of either (i) the then outstanding shares of Common Stock
(the "Outstanding Company Common Stock") or (ii) the combined voting
power of the then outstanding securities of the Company entitled to
vote generally in the election of directors (the "Outstanding Company
Voting Securities"); excluding, however, the following: (A) any
acquisition directly from the Company (excluding any acquisition
resulting from the exercise of an exercise, conversion or exchange
privilege unless the security being so exercised, converted or
exchanged was acquired directly from the Company), (B) any acquisition
by the Company, (C) any acquisition by an employee benefit plan (or
related trust) sponsored or maintained by the Company or any
corporation controlled by the Company or (D) any acquisition by any
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corporation pursuant to a transaction which complies with clauses (i),
(ii) and (iii) of subsection (3) of this Section 4(b); provided
further, that for purposes of clause (B), if any Person (other than the
Company or any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company)
shall become the beneficial owner of 20% or more of the Outstanding
Company Common Stock or 20% or more of the Outstanding Company Voting
Securities by reason of an acquisition by the Company, and such Person
shall, after such acquisition by the Company, become the beneficial
owner of any additional shares of the Outstanding Company Common Stock
or any additional Outstanding Company Voting Securities (other than
pursuant to any dividend reinvestment plan or arrangement maintained by
the Company) and such beneficial ownership is publicly announced, such
additional beneficial ownership shall constitute a Change in Control;
(2) individuals who, as of the date hereof, constitute the
Board of Directors (the "Incumbent Board") cease for any reason to
constitute at least a majority of such Board; provided that any
individual who becomes a director of the Company subsequent to the date
hereof whose election, or nomination for election by the Company's
stockholders, was approved by the vote of at least a majority of the
directors then comprising the Incumbent Board shall be deemed a member
of the Incumbent Board; and provided further, that any individual who
was initially elected as a director of the Company as a result of an
actual or threatened election contest, as such terms are used in Rule
14a-11 of Regulation 14A promulgated under the Exchange Act, or any
other actual or threatened solicitation of proxies or consents by or on
behalf of any Person other than the Board shall not be deemed a member
of the Incumbent Board;
(3) approval by the stockholders of the Company of a
reorganization, merger or consolidation or sale or other disposition of
all or substantially all of the assets of the Company (a "Corporate
Transaction"); excluding, however, a Corporate Transaction pursuant to
which (i) all or substantially all of the individuals or entities who
are the beneficial owners, respectively, of the Outstanding Company
Common Stock and the Outstanding Company Voting Securities immediately
prior to such Corporate Transaction will beneficially own, directly or
indirectly, more than 60% of, respectively, the outstanding shares of
common stock, and the combined voting power of the outstanding
securities of such corporation entitled to vote generally in the
election of directors, as the case may be, of the corporation resulting
from such Corporate Transaction (including, without limitation, a
corporation which as a result of such transaction owns the Company or
all or substantially all of the Company's assets either directly or
indirectly) in substantially the same proportions relative to each
other as their ownership, immediately prior to such Corporate
Transaction, of the Outstanding
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Company Common Stock and the Outstanding Company Voting Securities, as
the case may be, (ii) no Person (other than: the Company; any employee
benefit plan (or related trust) sponsored or maintained by the Company
or any corporation controlled by the Company; the corporation resulting
from such Corporate Transaction; and any Person which beneficially
owned, immediately prior to such Corporate Transaction, directly or
indirectly, 20% or more of the Outstanding Company Common Stock or the
Outstanding Company Voting Securities, as the case may be) will
beneficially own, directly or indirectly, 20% or more of, respectively,
the outstanding shares of common stock of the corporation resulting
from such Corporate Transaction or the combined voting power of the
outstanding securities of such corporation entitled to vote generally
in the election of directors and (iii) individuals who were members of
the Incumbent Board will constitute at least a majority of the members
of the board of directors of the corporation resulting from such
Corporate Transaction; or
(4) approval by the stockholders of the Company of a plan
of complete liquidation or dissolution of the Company.
5. Miscellaneous Provisions.
5.1. Meaning of Certain Terms. (a) As used herein,
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
of the Code. References in these General Provisions to sections of the Code
shall be deemed to refer to any successor section of the Code or any successor
internal revenue law.
(b) As used herein, the terms defined elsewhere in these
General Provisions shall have the respective specified meanings and the
following terms shall have the following respective meanings:
"Committee" shall have the meaning specified in the Plan.
"Disability" shall have the meaning specified in any long-term
disability plan or arrangement maintained by the Company or, if no such
plan or arrangement is then in effect, as determined by the Committee.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended.
"Fair Market Value" means the closing transaction price of a
share of Common Stock, as reported on the New York Stock Exchange
Composite Transactions on the date of exercise or, if there shall be no
reported transaction for such date, on the next preceding date for
which a transaction was reported.
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"Legal Representative" shall include an executor,
administrator, legal representative, guardian or similar person.
"Permitted Transferee" shall include any transferee (i)
pursuant to a transfer permitted under Section 13.5 of the Plan and
Section 3.1 of these General Provisions or (ii) designated pursuant to
beneficiary designation procedures approved by the Company.
"Retirement" shall mean retirement from the employment of the
Company (as defined in Section 5.1(a) hereof) on or after attaining the
minimum age specified for early or normal retirement in any then
effective retirement policy of the Company, after a minimum of ten
years employment with the Company.
5.2. Successors. These General Provisions shall be binding
upon and inure to the benefit of any successor or successors of the Company and
any person or persons who shall, upon the death of an Optionee, acquire any
rights under such Optionee's Option Agreement in accordance with such Option
Agreement, these General Provisions or the Plan.
5.3. Notices. All notices, requests or other
communications provided for in an Option Agreement shall be made, if to the
Company, to Unicom Corporation, 10 South Dearborn Street - 37th Floor, P.O. Box
A-3007, Chicago, Illinois 60690-3007, Attention: Secretary, and if to the
Optionee under such Option Agreement, to the address for such Optionee set forth
in the records of the Company. All notices, requests or other communications
provided for in an Option Agreement shall be made in writing either (a) by
personal delivery to the party entitled thereto, (b) by facsimile transmission
with confirmation of receipt, (c) by mailing in the United States mails to the
last known address of the party entitled thereto or (d) by express courier
service. The notice, request or other communication shall be deemed to be
received upon personal delivery, upon confirmation of receipt of facsimile
transmission or upon receipt by the party entitled thereto if sent by United
States mail or express courier service; provided, however, that if a notice,
request or other communication is not received during regular business hours, it
shall be deemed to be received on the next succeeding business day of the
Company.
5.4. Governing Law. Each Option Agreement (including these
General Provisions) and all determinations made and actions taken pursuant
thereto, to the extent not governed by the laws of the United States, shall be
governed by the laws of the State of Illinois and construed in accordance
therewith without giving effect to principles of conflicts of laws.
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