Exhibit (10)-24
Unicom Corporation and
Commonwealth Edison Company
Form 10-K File Nos. 1-11375 and 1-1839
CHANGE IN CONTROL AGREEMENT
CHANGE IN CONTROL AGREEMENT
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THIS AGREEMENT dated as of __________________, 1999 (the "Agreement Date")
is made by and among Unicom Corporation ("Unicom"), an Illinois corporation,
Commonwealth Edison Company ("ComEd"), an Illinois corporation (and, together
with Unicom, the "Company") each having its principal place of business in
Chicago, Illinois and ______________________ (the "Executive").
ARTICLE I
PURPOSES
The Boards of Directors of Unicom and ComEd (the "Boards") have determined that
it is in the best interests of the Company and its shareholders to assure that
the Company will have the continued services of the Executive, despite the
possibility or occurrence of a Change in Control of the Company. The Boards
believe it is imperative to reduce the distraction of the Executive that would
result from the personal uncertainties caused by a pending or threatened Change
in Control, to encourage the Executive's full attention and dedication to the
Company, and to provide the Executive with compensation and benefits
arrangements upon a Change in Control which are competitive with those of
similarly-situated corporations. This Agreement is intended to accomplish these
objectives.
ARTICLE II
CERTAIN DEFINITIONS
When used in this Agreement, the terms specified below shall have the
following meanings:
2.1 "Agreement Term" means the period commencing on the Agreement Date and
ending on the second anniversary of the Agreement Date; provided, however, that
commencing on the first anniversary of the Agreement Date, the Agreement Term
shall be automatically extended each day by one day to create a new two-year
term, unless at least 60 days prior to the last day of any such extended
Agreement Term, the Company shall give notice to the Executive that the
Agreement Term shall not be so extended. The Agreement Term shall
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include the Employment Period and the Severance Period (each as defined below).
2.2 "Effective Date" means the first date during the Agreement Term on which a
Change in Control occurs. Anything in this Agreement to the contrary
notwithstanding, if a Change in Control occurs and the Executive's employment
with the Company is terminated prior to the date on which the Change in Control
occurs, and if it is reasonably demonstrated by the Executive that such
termination of employment (a) was at the request of a third party who has taken
steps reasonably calculated to effect a Change in Control, or (b) otherwise
arose in connection with or in anticipation of a Change in Control, then for all
purposes of this Agreement, the "Effective Date" shall mean the date immediately
prior to the date of such termination of employment.
2.3 "Change in Control" means:
(a) The acquisition by any individual, entity or group (within the meaning
of Section 13 (d) (3) or 14 (d) (2) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") (a "Person") 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 of
Unicom (the "Outstanding Company Common Stock"), or (ii) the combined
voting power of the then outstanding voting securities of Unicom entitled
to vote generally in the election of directors (the "Outstanding Company
Voting Securities"); provided, however, that for purposes of this
subsection (a), the following acquisitions shall not constitute a Change in
Control: (A) any acquisition directly from Unicom (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 Unicom), (B) any acquisition by
Unicom, (C) any acquisition by an employee benefit plan (or related trust)
sponsored or maintained by Unicom or any corporation controlled by Unicom
(a "Company Plan"), or (D) any acquisition by any corporation pursuant to a
transaction which complies with clauses (i), (ii) and (iii) of subsection
(c) of this definition; provided further, that for purposes of clause (B),
if any Person (other than Unicom or any Company Plan) shall become the
beneficial owner of 20% or more of the Outstanding Unicom Common Stock or
20% or more of the Outstanding Unicom Voting Securities by reason of an
acquisition by Unicom, and such
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Person shall, after such acquisition by Unicom, become the beneficial owner
of any additional shares of the Outstanding Unicom Common Stock or any
additional Outstanding Unicom Voting Securities (other than pursuant to any
dividend reinvestment plan or arrangement maintained by Unicom) and such
beneficial ownership is publicly announced, such additional beneficial
ownership shall constitute a Change in Control; or
(b) Individuals who, as of the date hereof, constitute the Board of
Directors of Unicom (for purposes of this Section 2.3, the "Incumbent
Board") cease for any reason to constitute at least a majority of the
Incumbent Board; provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for election by
Unicom shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as though
such individual were a member of the Incumbent Board, but excluding, for
this purpose, any such individual whose initial assumption of office occurs
as a result of an actual or threatened election contest (as such terms are
used in Rule 14a-11 promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person
other than the Board of Directors of Unicom; or
(c) Approval by the shareholders of the Company of a reorganization, merger
or consolidation, or the sale or other disposition of more than 50% of the
operating assets of Unicom (determined on a consolidated basis), other than
in connection with a sale-leaseback or other arrangement resulting in the
continued utilization of such assets (or the operating products of such
assets) by the Company (such sale or other disposition, a "Corporate
Transaction"); excluding, however, a Corporate Transaction pursuant to
which:
(i) all or substantially all of the individuals and entities who are
the beneficial owners, respectively, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities immediately prior to such
Corporate Transaction beneficially own, directly or indirectly, more than
60% of, respectively, the then-outstanding shares of common stock and the
combined voting power of the then-outstanding voting securities 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
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corporation which, as a result of such transaction, owns the Company or all
or substantially all of the assets of the Company either directly or
through one or more subsidiaries) in substantially the same proportions as
their ownership, immediately prior to such Corporate Transaction of the
Outstanding Company Common Stock and Outstanding Company Voting Securities,
as the case may be;
(ii) no Person (other than Unicom, any Company Plan or related trust
of 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 then-outstanding common stock
of the corporation resulting from such Corporate Transaction or the
combined voting power of the outstanding voting securities of such
corporation; 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
(d) Approval by the shareholders of Unicom of a plan of complete
liquidation or dissolution of Unicom or ComEd, other than a plan of
liquidation or dissolution which results in the acquisition of all or
substantially all of the assets of ComEd by Unicom or an affiliated
company.
2.4 "Code" means the Internal Revenue Code of 1986, as amended.
2.5 "Employment Period" means the period commencing on the Effective Date and
ending on the second anniversary of such date.
2.6 "Incentive Plan" See Section 3.2(b).
2.7 "Notice of Termination" means a written notice given in accordance with
Section 12.8 which sets forth (a) the specific termination provision in this
Agreement relied upon by the party giving such notice, (b) in reasonable detail
the facts and circumstances claimed to provide a basis for termination of the
Executive's employment under such termination provision, and (c) if the
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Termination Date is other than the date of receipt of such Notice of
Termination, the Termination Date.
2.8 "Plans" See Section 3.2(c).
2.9 "Severance Incentive" means the greater of (i) the target annual incentive
under an Incentive Plan applicable to the Executive for the Performance Period
in which the Termination Date occurs, or (ii) the average of the actual annual
incentives paid (or payable, to the extent not previously paid) to the Executive
under the Incentive Plan for each of the two calendar years preceding the
calendar year in which the Termination Date occurs.
2.10 "Severance Period" means the period beginning on the Executive's
Termination Date and ending on the third anniversary thereof.
2.11 "Termination Date" means the date of termination of the Executive's
employment; provided, however, that (a) if the Company terminates the
Executive's employment other than for Cause or Disability (as defined in Section
4.1(b)), then the Termination Date shall be the date of receipt of the Notice of
Termination and (b) if the Executive's employment is terminated by reason of
death or Disability, then the Termination Date shall be the date of death of the
Executive or the Disability Effective Date (as defined in Section 4.1 (a)), as
the case may be.
2.12 "Welfare Plans" See Section 3.2(d).
ARTICLE III
TERMS OF EMPLOYMENT
3.1 Position and Duties.
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(a) The Company hereby agrees to continue the Executive in its employ
during the Employment Period and, subject to Article IV of this Agreement,
the Executive agrees to remain in the employ of the Company subject to the
terms and conditions hereof. During the Employment Period, (i) the
Executive's position (including status, offices, titles and reporting
requirements), authority, duties and responsibilities shall be at least
commensurate in all material respects with the most significant of those
held, exercised and assigned to the Executive at any time during the 90-
day period immediately preceding
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the Effective Date, and (ii) the Executive's services shall be performed at
the location where the Executive was employed immediately preceding the
Effective Date or any office or location less than 50 miles from such
location.
(b) During the Employment Period, and excluding any periods of vacation and
sick leave to which the Executive is entitled, the Executive agrees to
devote reasonable attention and time during normal business hours to the
business and affairs of the Company and, to the extent necessary to
discharge the responsibilities assigned to the Executive hereunder, to use
the Executive's reasonable best efforts to perform faithfully and
efficiently such responsibilities. During the Employment Period it shall
not be a violation of this Agreement for the Executive (i) to serve on
corporate, civic or charitable boards or committees, (ii) to deliver
lectures, fulfill speaking engagements or teach at educational institutions
and (iii) to manage personal investments, so long as such activities do not
significantly interfere with the performance of the Executive's
responsibilities as an employee of the Company in accordance with this
Agreement. It is expressly understood and agreed that to the extent that
any such activities have been conducted by the Executive prior to the
Effective Date, the continued conduct of such activities (or the conduct of
activities similar in nature and scope thereto) subsequent to the Effective
Date shall not thereafter be deemed to interfere with the performance of
the Executive's responsibilities to the Company.
3.2 Compensation.
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(a) Base Salary. During the Employment Period, the Executive shall receive
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an annual base salary ("Annual Base Salary"), which shall be paid at a
monthly rate at least equal to twelve times the highest monthly base salary
paid or payable, including any base salary which has been earned but
deferred, to the Executive by the Company in respect of the twelve-month
period immediately preceding the month in which the Effective Date occurs.
During the Employment Period, the Annual Base Salary shall be reviewed no
more than 12 months after the last salary increase awarded to the Executive
prior to the Effective Date and, thereafter, at least annually, and shall
be increased at any time and from time to time as shall be substantially
consistent with increases in base salary awarded to other peer executives
of the Company. Annual Base Salary shall not be reduced after any such
increase unless such reduction is part of a
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policy, program or arrangement applicable to peer executives of the Company
and of any successor entity, and the term Annual Base Salary as used in
this Agreement shall refer to Annual Base Salary as so increased. Any
increase in Annual Base Salary shall not limit or reduce any other
obligation of the Company to the Executive under this Agreement.
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(b) Annual Incentive. In addition to Annual Base Salary, the Company shall
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pay or cause to be paid to the Executive an incentive award (the "Annual
Incentive") for each Performance Period which ends during the Employment
Period. "Performance Period" means each period of time designated in
accordance with any annual incentive award arrangement ("Incentive Plan")
which is based upon performance and approved by the Board of Directors of
Unicom (hereinafter, the "Board") or any committee of the Board, or in the
absence of any Incentive Plan or any such designated period of time,
Performance Period shall mean each calendar year. The Executive's target
and maximum Annual Incentive with respect to any Performance Period shall
not be less than the target and maximum annual incentive award payable with
respect to the Executive under the Company's annual incentive program as in
effect immediately preceding the Effective Date.
(c) Incentive, Savings and Retirement Plans. During the Employment Period,
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the Executive shall be entitled to participate in all incentive, savings
and retirement plans, practices, policies and programs ("Plans") applicable
generally to other peer executives of the Company, but in no event shall
such Plans provide the Executive with incentives (measured with respect to
long term and special incentives, to the extent, if any, that such
distinctions are applicable) or savings and retirement benefits which, in
each case, are less favorable, in the aggregate than the greater of (i)
those provided by the Company for the Executive under such Plans as in
effect at any time during the 90-day period immediately preceding the
Effective Date, or (ii) those provided generally at any time after the
Effective Date to other peer executives of the Company.
(d) Welfare Benefit Plans. During the Employment Period, the Executive
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and/or the Executive's family, as the case may be, shall be eligible for
participation in and shall receive all benefits under welfare benefit
plans, practices, policies and programs ("Welfare Plans") provided by the
Company (including, without limitation, medical, prescription, dental,
disability, salary continuance, employee life, group life, accidental death
and travel accident insurance benefits), but in no event shall such Welfare
Plans provide the Executive with benefits which are less favorable, in the
aggregate than the greater of (i) those provided by the Company for the
Executive under such Welfare Plans as were in effect at any time during the
90-day period immediately
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preceding the Effective Date, or (ii) those provided generally at any time
after the Effective Date to other peer executives of the Company.
(e) Other Employee Benefits. During the Employment Period, the Executive
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shall be entitled to other employee benefits and perquisites in accordance
with the most favorable plans, practices, programs and policies of the
Company, as in effect with respect to the Executive at any time during the
90-day period immediately preceding the Effective Date, or if more
favorable, as in effect generally with respect to other peer executives of
the Company.
(f) Expenses. During the Employment Period, the Executive shall be
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entitled to receive prompt reimbursement for all reasonable expenses
incurred by the Executive in accordance with the policies, practices and
procedures of the Company as in effect with respect to the Executive at any
time during the 90-day period immediately preceding the Effective Date, or
if more favorable, as in effect generally with respect to other peer
executives of the Company.
(g) Office and Support Staff. During the Employment Period, the Executive
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shall be entitled to an office or offices of a size and with furnishings
and other appointments, and to exclusive personal secretarial and other
assistance, as in effect with respect to the Executive at any time during
the 90-day period immediately preceding the Effective Date, or if more
favorable, as provided generally with respect to other peer executives of
the Company.
(h) Paid Time Off. During the Employment Period, the Executive shall be
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entitled to paid time off in accordance with the plans, policies, programs
and practices of the Company as in effect with respect to the Executive at
any time during the 90-day period immediately preceding the Effective Date,
or if more favorable, as provided generally with respect to other peer
executives of the Company.
(i) Subsidiaries. To the extent that immediately prior to the Effective
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Date, the Executive has been on the payroll of, and participated in the
incentive or employee benefit plans of, a subsidiary of Unicom, the
references to the Company contained in Sections 3.2(a) through 3.2(h) and
the other Sections of this Agreement referring to benefits to which the
Executive may be entitled shall be read to refer to such subsidiary.
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ARTICLE IV
TERMINATION OF EMPLOYMENT
4.1 Disability.
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(a) During the Agreement Term, the Company may terminate the Executive's
employment upon the Executive's Disability (as defined in Section 4.1(b))
by giving the Executive or his legal representative, as applicable, (1)
written notice in accordance with Section 12.8 of the Company's intention
to terminate the Executive's employment pursuant to this Section, and (2) a
certification of the Executive's Disability by a physician selected by the
Company or its insurers and reasonably acceptable to the Executive or the
Executive's legal representative. The Executive's employment shall
terminate effective on the 30th day (the "Disability Effective Date") after
the Executive's receipt of such notice unless, before the Disability
Effective Date, the Executive shall have resumed the full-time performance
of the Executive's duties.
(b) "Disability" means any medically determinable physical or mental
impairment that has lasted for a continuous period of not less than six
months and can be expected to be permanent or of indefinite duration, and
which renders the Executive unable to perform the duties required under
this Agreement.
4.2 Death. The Executive's employment shall terminate automatically upon the
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Executive's death during the Agreement Term.
4.3 Cause. The Company may terminate the Executive's employment during the
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Employment Period for Cause. For purposes of this Agreement, "Cause" means:
(a) the Executive's willful commission of acts or omissions which have,
have had, or are likely to have a material adverse effect on the business,
operations, financial condition or reputation of the Company;
(b) the Executive's conviction (including a plea of guilty or nolo
contendere) of a felony or any crime of fraud, theft, dishonesty or moral
turpitude; or
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(c) the Executive's material violation of any statutory or common law duty
of loyalty to the Company.
For purposes of this Agreement, no act, or failure to act, on the part of
the Executive shall be considered "willful" unless it is done, or omitted to be
done, by the Executive in bad faith or without reasonable belief that the
Executive's action or omission was in the best interests of the Company. Any
act, or failure to act, based upon authority given pursuant to a resolution duly
adopted by the Board or upon the instructions of the Chief Executive Officer or
a senior officer of the Company, or based upon the advice of counsel for the
Company shall be conclusively presumed to be done, or omitted to be done, by the
Executive in good faith and in the best interests of the Company. The cessation
of employment of the Executive shall not be deemed to be for Cause unless and
until there shall have been delivered to the Executive a copy of a resolution
duly adopted by the affirmative vote of not less than 60% of the entire
membership of the Board at a meeting of such Board called and held for such
purpose (after reasonable notice is provided to the Executive and the Executive
is given an opportunity, together with counsel, to be heard before the Board),
finding that, in the good faith opinion of the Board, the Executive is guilty of
the conduct described in paragraph (a) or (c) above, and specifying the
particulars thereof in detail].
4.4 Good Reason. During the Employment Period, the Executive's employment may
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be terminated by the Executive for Good Reason. For purposes of this Agreement,
"Good Reason" means any material breach of this Agreement by the Company,
including:
(a) the failure to maintain the Executive in the office or position, or in
a substantially equivalent office or position, held by the Executive
immediately prior to the Change in Control;
(b) a material adverse alteration in the nature or scope of the Executive's
position, duties, functions, responsibilities or authority;
(c) a material reduction of the Executive's salary, incentive compensation
or benefits, unless such reduction is part of a policy, program or
arrangement applicable to peer executives of the Company and of any
successor entity;
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(d) a determination by the Executive, made in good faith during the
Agreement Term, that, as a result of the Change in Control, the Executive
is substantially unable to perform, or that there has been a material
reduction in, any of the Executive's duties, functions responsibilities or
authority;
(e) the failure of any successor to the Company to assume this Agreement,
or a material breach of the Agreement by the Company or its successor;
(f) a relocation of more than 50 miles of (i) the Executive's workplace, or
(ii) the principal offices of the Company (if such offices are the
Executive's workplace), in each case without the consent of the Executive;
(g) a requirement of at least 20% more business travel than was required of
the Executive prior to the Change in Control; or
(h) any failure by the Company to comply with any of the provisions of
Section 3.2 of this Agreement, other than an isolated, insubstantial and
inadvertent failure not occurring in bad faith and which is remedied by the
Company promptly after receipt of notice thereof given by the Executive;
provided, however, that an act or omission shall not constitute a material
breach of this Agreement by the Company:
(i) unless the Executive gives the Company 30 days' prior notice of
such act or omission and the Company fails to cure such act or omission
within the 30-day period;
(ii) if the Executive first acquired knowledge of such act or omission
more than 12 months before the Executive gives the Company such notice; or
(iii) if the Executive has consented in writing to such act or
omission in a document that makes specific reference to this Section.
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ARTICLE V
OBLIGATIONS OF THE COMPANY UPON TERMINATION
5.1 If by the Executive for Good Reason or by the Company Other Than for Cause
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or Disability. If, during the Employment Period, the Company shall terminate
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the Executive's employment other than for Cause or Disability, or if the
Executive shall terminate employment for Good Reason, the Company's obligations
to the Executive shall be as follows:
(a) The Company shall, within five business days of such termination of
employment, pay the Executive a cash payment equal to the sum of the
following amounts:
(1) to the extent not previously paid, the Annual Base Salary and any
accrued paid time off through the Termination Date;
(2) an amount equal to the product of (i) the Annual Incentive (as
defined in Section 3.2(b)) for the Performance Period in which the
Termination Date occurs multiplied by (ii) a fraction, the numerator of
which is the number of days actually worked during such Performance
Period, and the denominator of which is 365; or, if greater, the amount
of any Annual Incentive paid or payable to the Executive with respect
to the Performance Period for the year in which the Termination Date
occurs; and
(3) all amounts previously deferred by or accrued to the benefit of the
Executive under any nonqualified deferred compensation plan sponsored
by the Company, excluding the Commonwealth Edison Company Supplemental
Management Retirement Plan (the "SERP"), together with any accrued
earnings thereon, and not yet paid by the Company; and
(4) an amount equal to the product of (A) three (3) multiplied by (B)
the sum of (i) the Executive's Annual Base Salary, and (ii) the
Severance Incentive.
(b) The Company agrees to secure the lump sum actuarial present value of
any benefits payable with respect to the Executive under the SERP by
obtaining an irrevocable bank letter of credit issued by a bank that is a
member of the Federal Reserve system until such benefits become payable to
the Executive under the terms of the SERP.
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(c) Each of the Executive's stock options granted under the Unicom
Corporation Long Term Incentive Plan (the "LTIP"), any successor plan or
otherwise that is exercisable on the Termination Date shall remain
exercisable until the applicable option expiration date.
(d) On the Termination Date (1) the Executive shall become fully vested in,
and may thereupon and until the applicable expiration date of such stock
incentive awards exercise in whole or in part, any and all stock incentive
awards granted to the Executive under the LTIP, any successor plan or
otherwise which have not become exercisable as the Termination Date, and
(2) the Executive shall become fully vested at the target level in any cash
incentive awards granted under the LTIP, a successor plan or otherwise
which have not, as of the Termination Date, become fully vested.
(e) All forfeiture conditions that as of the Termination Date are
applicable to any deferred stock unit, restricted stock or restricted share
units awarded to the Executive by the Company pursuant to the LTIP, a
successor plan or otherwise shall lapse immediately.
(f) During the Severance Period (or until such later date as any Welfare
Plan of the Company may specify), the Company shall continue to provide to
the Executive and the Executive's family welfare benefits (including,
without limitation, medical, prescription, dental, disability, individual
life and group life insurance benefits) which are at least as favorable as
those provided under the most favorable Welfare Plans of the Company
applicable (i) with respect to the Executive and his family during the 90-
day period immediately preceding the Termination Date, or (ii) with respect
to other peer executives and their families during the Severance Period.
In determining benefits under such Welfare Plans, the Executive's annual
compensation attributable to base salary and incentives for any plan year
or calendar year, as applicable, shall be deemed to be not less than the
Executive's Annual Base Salary and Annual Incentive. The cost of the
welfare benefits provided under this Section 5.1(f) shall not exceed the
cost of such benefits to the Executive immediately before the Termination
Date or, if less, the Effective Date. Notwithstanding the foregoing, if
the Executive obtains comparable coverage under any Welfare Plans sponsored
by another employer, then the amount of coverage required to be provided by
the Company hereunder shall be reduced by the amount of coverage provided
by such other employer's
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Welfare Plans. The Executive's rights under this Section shall be in
addition to and not in lieu of any post-termination continuation coverage
or conversion rights the Executive may have pursuant to applicable law,
including, without limitation, continuation coverage required by Section
4980B of the Code. For purposes of determining eligibility for (but not the
time of commencement of) retiree benefits under any Welfare Plans of the
Company, the Executive shall be considered (i) to have remained employed
until the last day of the Severance Period and to have retired on the last
day of such period, and (ii) to have attained the age the Executive would
have attained on the last day of the Severance Period.
(g) The amount payable under Section 5.1(a)(4) of this Agreement shall be
taken into account for purposes of determining the amount of benefits to
which the Executive is entitled under the SERP; provided that such amount
shall be taken into account as though it was earned equally over the
Severance Period, and further provided that the Executive shall be deemed
to have attained the age he or she would have attained as of the last day
of the Severance Period, and completed the number of years of service he or
she would have completed as of the last day of the Severance Period. To
the extent that the Executive, under the terms of an employment contract or
offer of employment with ComEd or the Company has received a grant of years
of service for purposes of the SERP and the Executive either (i) has, as of
the Termination Date, completed the number of years of service required in
order to be entitled to benefits under the SERP, or (ii) would, taking into
account the Severance Period, satisfy the service requirement for such
benefits, the Severance Period shall be taken into account for purposes of
determining the amount of and eligibility to begin to receive benefits
under the SERP.
(h) The Company shall, at its sole expense, as incurred, pay on behalf of
Executive all fees and costs charged by a nationally recognized
outplacement firm selected by the Executive to provide outplacement
service.
5.2 If by the Company for Cause. If the Company terminates the Executive's
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employment for Cause during the Employment Period, this Agreement shall
terminate without further obligation by the Company to the Executive, other than
the obligation immediately to pay the Executive in cash the Executive's Annual
Base Salary through the Termination Date, plus any accrued paid time off, in
each case to the extent not previously paid.
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5.3 If by the Executive Other Than for Good Reason. If the Executive
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terminates employment during the Employment Period other than for Good Reason,
Disability or death, this Agreement shall terminate without further obligation
by the Company, other than the obligation immediately to pay the Executive in
cash the Executive's Annual Base Salary through the Termination Date, plus any
accrued paid time off, in each case to the extent not previously paid.
5.4 If by the Company for Disability. If the Company terminates the
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Executive's employment by reason of the Executive's Disability during the
Employment Period, this Agreement shall terminate without further obligation to
the Executive, other than:
(a) the Company's obligation immediately to pay the Executive in cash all
amounts specified in clauses (1), (2) and (3) of Section 5.1(a), in each
case, to the extent unpaid as of the Termination Date (such amounts
collectively, the "Accrued Obligations"), and
(b) the Executive's right after the Disability Effective Date to receive
disability and other benefits at least equal to the greater of (1) those
provided under the most favorable disability Plans applicable to disabled
peer executives of the Company in effect immediately before the Termination
Date, or (2) those provided under the most favorable disability Plans of
the Company in effect at any time during the 90-day period immediately
before the Effective Date.
5.5 If upon Death. If the Executive's employment is terminated by reason of
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the Executive's death during the Employment Period, this Agreement shall
terminate without further obligation to the Executive's legal representatives
under this Agreement, other than the obligation immediately to pay the
Executive's estate or beneficiary in cash all Accrued Obligations.
Notwithstanding anything in this Agreement to the contrary, the Executive's
family shall be entitled to receive benefits at least equal to the most
favorable benefits provided under Plans of the Company to the surviving families
of peer executives of the Company, but in no event shall such Plans provide
benefits which in each case are less favorable, in the aggregate, than the most
favorable of those provided by the Company to the Executive under such Plans in
effect at any time during the 90-day period immediately before the Effective
Date.
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ARTICLE VI
CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY
6.1 Gross-up for Certain Taxes.
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(a) If it is determined by the Company's independent auditors that any
benefit received or deemed received by the Executive from the Company
pursuant to this Agreement or otherwise, whether or not in connection with
a Change in Control (such monetary or other benefits collectively, the
"Potential Parachute Payments") is or will become subject to any excise tax
under Section 4999 of the Code or any similar tax payable under any United
States federal, state, local or other law (such excise tax and all such
similar taxes collectively, "Excise Taxes"), then the Company shall,
subject to Sections 6.6 and 6.7, within five business days after such
determination, pay the Executive an amount (the "Gross-up Payment") equal
to the product of:
(i) the amount of such Excise Taxes multiplied by
(ii) the Gross-up Multiple (as defined in Section 6.4).
The Gross-up Payment is intended to compensate the Executive for all Excise
Taxes payable by the Executive with respect to the Potential Parachute Payments
and any federal, state, local or other income or other taxes or Excise Taxes
payable by the Executive with respect to the Gross-up Payment.
(b) The determination of the Company's independent auditors described in
Section 6.1(a), including the detailed calculations of the amounts of the
Potential Parachute Payments, Excise Taxes and Gross-Up Payment and the
assumptions relating thereto, shall be set forth in a written certificate
of such auditors (the "Company Certificate") delivered to the Executive.
The Executive or the Company may at any time request the preparation and
delivery to the Executive of a Company Certificate. The Company shall
cause the Company Certificate to be delivered to the Executive as soon as
reasonably possible after such request.
17
6.2 Determination by the Executive.
------------------------------
(a) If (i) the Company shall fail to deliver a Company Certificate to the
Executive within 30 days after its receipt of his written request therefor,
or (ii) at any time after the Executive's receipt of a Company Certificate,
the Executive disputes either (x) the amount of the Gross-Up Payment set
forth therein, or (y) the determination set forth therein to the effect
that no Gross-Up Payment is due (whether by reason of Section 6.7 or
otherwise), then the Executive may elect to require the Company to pay a
Gross-Up Payment in the amount determined by the Executive as set forth in
an Executive Counsel Opinion (as defined in Section 6.5). Any such demand
by the Executive shall be made by delivery to the Company of a written
notice which specifies the Gross-Up Payment determined by the Executive
(together with the detailed calculations of the amounts of Potential
Parachute Payments, Excise Taxes and Gross-Up Payment and the assumptions
relating thereto) and an Executive Counsel Opinion regarding such Gross-Up
Payment (such written notice and opinion collectively, the "Executive's
Determination"). Within 30 days after delivery of an Executive's
Determination to the Company, the Company shall either (i) pay the
Executive the Gross-Up Payment set forth in Executive's Determination (less
the portion thereof, if any, previously paid to Executive by the Company)
or (ii) deliver to the Executive a Company Certificate and a Company
Counsel Opinion (as defined in Section 6.5), and pay the Executive the
Gross-Up Payment specified in such Company Certificate. If for any reason
the Company fails to comply with the preceding sentence, the Gross-Up
Payment specified in the Executive's Determination shall be controlling for
all purposes.
(b) If the Executive does not request a Company Certificate, and the
Company does not deliver a Company Certificate to the Executive, then (i)
the Company shall, for purposes of Section 6.7, be deemed to have
determined that no Gross-up Payment is due, and (ii) the Executive shall
not pay any Excise Taxes in respect of Potential Parachute Payments, except
in accordance with Sections 6.6(a) or (d).
6.3 Additional Gross-up Amounts. If for any reason it is later determined
---------------------------
(whether pursuant to the subsequently-enacted provisions of the Code, final
regulations or published rulings of the IRS, a final judgment of a court of
competent jurisdiction, a determination of the Company's independent auditors
set forth in a Company Certificate or, subject to the last two sentences of
Section 6.2(a), an Executive's Determination) that the amount of Excise Taxes
payable by the Executive is greater than the amount determined by the Company or
the
18
Executive pursuant to Section 6.1 or 6.2, as applicable, then the Company shall,
subject to Sections 6.6 and 6.7, pay the Executive an amount (which shall also
be deemed a Gross-up Payment) equal to the product of:
(a) the sum of (1) such additional Excise Taxes and (2) any interest,
fines, penalties, expenses or other costs incurred by the Executive as a
result of having taken a position in accordance with a determination made
pursuant to Section 6.1 or 6.2, as applicable,
multiplied by
(b) the Gross-up Multiple.
6.4 Gross-up Multiple. The Gross-up Multiple shall equal a fraction, the
-----------------
numerator of which is one (1.0), and the denominator of which is one (1.0) minus
the lesser of (i) the sum, expressed as a decimal fraction, of the effective
after-tax marginal rates of all federal, state, local and other income and other
taxes and any Excise Taxes applicable to the Gross-up Payment; or (ii) 0.80, it
being intended that the Gross-up Multiple shall in no event exceed five (5.0).
(If different rates of tax are applicable to various portions of a Gross-up
Payment, the weighted average of such rates shall be used.)
6.5 Opinion of Counsel. "Executive Counsel Opinion" means an opinion of
------------------
nationally-recognized executive compensation counsel to the effect (i) that the
amount of the Gross-Up Payment determined by the Executive pursuant to Section
6.2 is the amount that a court of competent jurisdiction, based on a final
judgment not subject to further appeal, is most likely to decide to have been
calculated in accordance with this Article and applicable law and (ii) if the
Company has previously delivered a Company Certificate to the Executive, that
there is no reasonable basis or no substantial authority for the calculation of
the Gross-Up Payment set forth in the Company Certificate. "Company Counsel
Opinion" means an opinion of nationally-recognized executive compensation
counsel to the effect that (i) the amount of the Gross-Up Payment set forth in
the Company Certificate is the amount that a court of competent jurisdiction,
based on a final judgment not subject to further appeal, is most likely to
decide to have been calculated in accordance with this Article and applicable
law and (ii) for purposes of Section 6662 of the Code, the Executive has
substantial authority to report on his federal income tax return the amount of
Excise Taxes set forth in the Company Certificate.
19
6.6 Amount Increased or Contested.
-----------------------------
(a) The Executive shall notify the Company in writing (an "Executive's
Notice") of any claim by the IRS or other taxing authority (an "IRS Claim")
that, if successful, would require the payment by the Executive of Excise
Taxes in respect of Potential Parachute Payments in an amount in excess of
the amount of such Excise Taxes determined in accordance with Section 6.1
or 6.2, as applicable. Such Executive's Notice shall include the nature and
amount of such IRS Claim, the date on which such IRS Claim is due to be
paid (the "IRS Claim Deadline"), and a copy of all notices and other
documents or correspondence received by the Executive in respect of such
IRS Claim. The Executive shall give the Executive's Notice as soon as
practicable, but no later than the earlier of (i) 10 business days after
the Executive first obtains actual knowledge of such IRS Claim or (ii) five
business days after the IRS Claim Deadline; provided, however, that the
Executive's failure to give such notice shall affect the Company's
obligations under this Article only to the extent that the Company is
actually prejudiced by such failure. If at least one business day before
the IRS Claim Deadline the Company shall:
(i) deliver to the Executive a Company Certificate to the effect that
the IRS Claim has been reviewed by the Company's independent auditors
and, notwithstanding the IRS Claim, the amount of Excise Taxes, interest
and penalties payable by the Executive is either zero or an amount less
than the amount specified in the IRS Claim,
(ii) pay to the Executive an amount (which shall also be deemed a
Gross-Up Payment) equal to the positive difference between (x) the
product of the amount of Excise Taxes, interest and penalties specified
in the Company Certificate, if any, multiplied by the Gross-Up Multiple,
and (y) the portion of such product, if any, previously paid to
Executive by the Company, and
(iii) direct the Executive pursuant to Section 6.6(d) to contest the
balance of the IRS Claim,
20
then the Executive shall pay only the amount, if any, of Excise Taxes,
interest and penalties specified in the Company Certificate. In no event
shall the Executive pay an IRS Claim earlier than 30 days after having
given an Executive's Notice to the Company (or, if sooner, the IRS Claim
Deadline).
(b) At any time after the payment by the Executive of any amount of Excise
Taxes or related interest or penalties in respect of Potential Parachute
Payments (whether or not such amount was based upon a Company Certificate
or an Executive's Determination), the Company may in its discretion require
the Executive to pursue a claim for a refund (a "Refund Claim") of all or
any portion of such Excise Taxes, interest or penalties as the Company may
specify by written notice to the Executive.
(c) If the Company notifies the Executive in writing that the Company
desires the Executive to contest an IRS Claim or to pursue a Refund Claim,
the Executive shall:
(i) give the Company all information that it reasonably requests in
writing from time to time relating to such IRS Claim or Refund Claim, as
applicable,
(ii) take such action in connection with such IRS Claim or Refund
Claim (as applicable) as the Company reasonably requests in writing from
time to time, including accepting legal representation with respect thereto
by an attorney selected by the Company, subject to the approval of the
Executive (which approval shall not be unreasonably withheld or delayed),
(iii) cooperate with the Company in good faith to contest such IRS
Claim or pursue such Refund Claim, as applicable,
(iv) permit the Company to participate in any proceedings relating to
such IRS Claim or Refund Claim, as applicable, and
(v) contest such IRS Claim or prosecute such Refund Claim (as
applicable) to a determination before any administrative tribunal, in a
court of initial jurisdiction and in one or more appellate courts, as the
Company may from time to time determine in its discretion.
21
The Company shall control all proceedings in connection with such IRS
Claim or Refund Claim (as applicable) and in its discretion may cause
the Executive to pursue or forego any and all administrative appeals,
proceedings, hearings and conferences with the IRS or other taxing
authority in respect of such IRS Claim or Refund Claim (as
applicable); provided that (i) any extension of the statute of
limitations relating to payment of taxes for the taxable year of the
Executive relating to the IRS Claim is limited solely to such IRS
Claim, (ii) the Company's control of the IRS Claim or Refund Claim (as
applicable) shall be limited to issues with respect to which a Gross-
Up Payment would be payable, and (iii) the Executive shall be entitled
to settle or contest, as the case may be, any other issue raised by
the IRS or other taxing authority.
(d) The Company may at any time in its discretion direct the Executive
to (i) contest the IRS Claim in any lawful manner or (ii) pay the
amount specified in an IRS Claim and pursue a Refund Claim; provided,
however, that if the Company directs the Executive to pay an IRS Claim
and pursue a Refund Claim, the Company shall advance the amount of
such payment to the Executive on an interest-free basis and shall
indemnify the Executive, on an after-tax basis, for any income or
other applicable taxes or Excise Tax, and any related interest or
penalties imposed with respect to such advance.
(e) The Company shall pay directly all legal, accounting and other
costs and expenses (including additional interest and penalties)
incurred by the Company or the Executive in connection with any IRS
Claim or Refund Claim, as applicable, and shall indemnify the
Executive, on an after-tax basis, for any income or other applicable
taxes, Excise Tax and related interest and penalties imposed on the
Executive as a result of such payment of costs and expenses.
6.7 Limitation on Gross-up Payments.
-------------------------------
(a) Notwithstanding any other provision of this Article VI, if the
aggregate After-Tax Amount (as defined below) of the Potential
Parachute Payments and Gross-up Payments that, but for this Section
6.7 would be payable to the Executive, does not exceed 110% of the
After-Tax Floor Amount (as defined below), then no Gross-up Payment
shall be made to
22
the Executive, and the aggregate amount of Potential Parachute
Payments payable to the Executive shall be reduced (but not below the
Floor Amount) to the largest amount which would both (i) not cause any
Excise Taxes to be payable by Executive and (ii) not cause any
Potential Parachute Payments to become nondeductible by the Company by
reason of Section 280G of the Code (or any successor provision). For
purposes of the preceding sentence, the Executive shall be deemed to
be subject to the highest effective after-tax marginal rate of federal
and Illinois taxes.
(b) For purposes of this Section:
(i) "After-Tax Amount" means the portion of a specified amount
that would remain after payment of all federal, state and local income
or other taxes and Excise Taxes paid or payable by Executive in
respect of such specified amount;
(ii) "Floor Amount" means the greatest pre-tax amount of
Potential Parachute Payments that could be paid to Executive without
causing him to become liable for any Excise Taxes in connection
therewith; and
(iii) "After-Tax Floor Amount" means the After-Tax Amount of the
Floor Amount.
6.8 Refunds. If, after the receipt by the Executive of any payment or
-------
advance of Excise Taxes advanced by the Company pursuant to Section 6.6,
the Executive receives any refund with respect to such claim, the Executive
shall (subject to the Company's complying with the requirements of Section
6.6) promptly pay the Company the amount of such refund (together with any
interest paid or credited thereon after taxes applicable thereto). If,
after the receipt by the Executive of an amount advanced by the Company
pursuant to Section 6.6, a determination is made that the Executive shall
not be entitled to any refund with respect to such claim and the Company
does not notify the Executive in writing of its intent to contest such
determination within 30 days after the Company receives written notice of
such determination, then such advance shall be forgiven and shall not be
required to be repaid and the amount of such advance shall offset, to the
extent thereof, the amount of Gross-up Payment required to be paid. Any
contest of a denial of refund shall be controlled by Section 6.6.
23
ARTICLE VII
EXPENSES AND INTEREST
7.1 Legal Fees and Other Expenses.
-----------------------------
(a) If the Executive incurs legal fees or other expenses in an effort
to secure, preserve, establish entitlement to, or obtain benefits
under this Agreement (including, without limitation, the fees and
other expenses of the Executive's legal counsel in connection with the
delivery of the Executive Counsel Opinion referred to in Section 6.5),
the Company shall, regardless of the outcome of such effort, promptly
reimburse the Executive on a current basis for such fees and expenses
following the Executive's written submission of a request for
reimbursement together with evidence that such fees and expenses were
incurred.
(b) If the Executive does not prevail (after exhaustion of all
available judicial remedies) in respect of a claim by the Executive or
by the Company hereunder, and the Company establishes before a court
of competent jurisdiction, by clear and convincing evidence, that the
Executive had no reasonable basis for his claim hereunder, or for his
response to the Company's claim hereunder, and acted in bad faith, no
further reimbursement for legal fees and expenses shall be due to the
Executive in respect of such claim and the Executive shall refund any
amounts previously reimbursed hereunder with respect to such claim.
7.2 Interest. If the Company does not pay any amount due to the Executive
--------
under this Agreement within three days after such amount became due and
owing, interest shall accrue on such amount from the date it became due and
owing until the date of payment at a annual rate equal to 200 basis points
above the base commercial lending rate published in The Wall Street Journal
in effect from time to time during the period of such nonpayment.
ARTICLE VIII
NO ADVERSE EFFECT ON POOLING OF INTERESTS
Any benefits provided to the Executive under this Agreement may be reduced
or eliminated to the extent necessary, in the reasonable judgment of the
Board of Directors of Unicom, to enable the Company to account for a
merger, consolidation or similar transaction as a pooling of interests;
provided that (i) the
24
Unicom Board shall have exercised such judgment and given the Executive
written notice thereof prior to the Effective Date and (ii) the
determination of the Unicom Board shall be supported by a written
certificate of the Company's independent auditors, a copy of which shall be
provided to the Executive before the Effective Date.
ARTICLE IX
NO SET-OFF OR MITIGATION
9.1 No Set-off by Company. The Executive's right to receive when due the
---------------------
payments and other benefits provided for under this Agreement is absolute,
unconditional and subject to no set-off, counterclaim or legal or equitable
defense. Any claim which the Company may have against the Executive,
whether for a breach of this Agreement or otherwise, shall be brought in a
separate action or proceeding and not as part of any action or proceeding
brought by the Executive to enforce any rights against the Company under
this Agreement.
9.2 No Mitigation. The Executive shall not have any duty to mitigate the
-------------
amounts payable by the Company under this Agreement by seeking new
employment following termination. Except as specifically otherwise provided
in this Agreement, all amounts payable pursuant to this Agreement shall be
paid without reduction regardless of any amounts of salary, compensation or
other amounts which may be paid or payable to the Executive as the result
of the Executive's employment by another employer.
ARTICLE X
NON-EXCLUSIVITY OF RIGHTS
10.1 Waiver of Other Severance Rights. To the extent that payments are
--------------------------------
made to the Executive pursuant to Section 5.1 of this Agreement, the
Executive hereby waives the right to receive benefits under the terms of
the Unicom Corporation Key Management Severance Plan or any other plan or
agreement (including an offer of employment or employment contract) of the
Company or its subsidiaries which provides for severance benefits.
10.2 Other Rights. Except as provided in Section 9.1, this Agreement shall
------------
not prevent or limit the Executive's continuing or future participation in
any benefit,
25
bonus, incentive or other plans provided by the Company or any of its
subsidiaries and for which the Executive may qualify, nor shall this
Agreement limit or otherwise affect such rights as the Executive may have
under any other agreements with the Company or any of its subsidiaries.
Amounts which are vested benefits or which the Executive is otherwise
entitled to receive under any plan of the Company or any of its
subsidiaries and any other payment or benefit required by law at or after
the Termination Date shall be payable in accordance with such Plan or
applicable law except as expressly modified by this Agreement.
ARTICLE XI
CONFIDENTIALITY
11.1 Confidentiality. The Executive acknowledges that it is the policy of
---------------
the Company and its subsidiaries to maintain as secret and confidential all
valuable and unique information and techniques acquired, developed or used
by the Company and its subsidiaries relating to their business, operations,
employees and customers, which gives the Company and its subsidiaries a
competitive advantage in the transmission, distribution, marketing, or sale
of electricity or in the energy services industry and other businesses in
which the Company and its subsidiaries are engaged ("Confidential
Information"). The Executive recognizes that all such Confidential
Information is the sole and exclusive property of the Company and its
subsidiaries, and that disclosure of Confidential Information would cause
damage to the Company and its subsidiaries. The Executive agrees that,
except as required by the duties of his employment with the Company or its
subsidiaries and except in connection with enforcing the Executive's rights
under this Agreement or if compelled by a court or governmental agency, he
will not, without the consent of the Company, disseminate or otherwise
disclose any Confidential Information obtained during his employment with
the Company or its subsidiaries for so long as such information is valuable
and unique.
11.2 Remedy. The Executive and the Company specifically agree that, in the
------
event that Executive shall breach his obligations under this Article XI,
the Company and its subsidiaries will suffer irreparable injury and shall
be entitled to injunctive relief therefor, and shall not be precluded from
pursuing any and all remedies it may have at law or in equity for breach of
such obligations; provided, however, that such breach shall not in any
manner or degree whatsoever limit, reduce or otherwise affect the
obligations of the Company under this Agreement, and in no event shall an
asserted breach of the Executive's obligations under this Article XI
constitute a basis for deferring or withholding any amounts otherwise
payable to the Executive under this Agreement.
26
ARTICLE XII
MISCELLANEOUS
12.1 No Assignability. This Agreement is personal to the Executive and
----------------
without the prior written consent of the Company shall not be assignable by
the Executive otherwise than by will or the laws of descent and
distribution. This Agreement shall inure to the benefit of and be
enforceable by the Executive's legal representatives.
12.2 Successors. Before or upon the consummation of any Change in Control,
----------
Company shall obtain from each individual, group or entity that becomes a
successor of the Company by reason of the Change in Control, the
unconditional written agreement of such individual, group or entity to
assume this Agreement and to perform all of the obligations of the Company
hereunder.
12.3 Payments to Beneficiary. If the Executive dies before receiving
-----------------------
amounts to which the Executive is entitled under this Agreement, such
amounts shall be paid in a lump sum to the beneficiary designated in
writing by the Executive, or if none is so designated, to the Executive's
estate.
12.4 Nonalienation of Benefits. Benefits payable under this Agreement
-------------------------
shall not be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, charge, garnishment, execution
or levy of any kind, either voluntary or involuntary, before actually being
received by the Executive, and any such attempt to dispose of any right to
benefits payable under this Agreement shall be void.
12.5 Severability. If any one or more articles, sections or other
------------
portions of this Agreement are declared by any court or governmental
authority to be unlawful or invalid, such unlawfulness or invalidity shall
not serve to invalidate any article, section or other portion not so
declared to be unlawful or invalid. Any article, section or other portion
so declared to be unlawful or invalid shall be construed so as to
effectuate the terms of such article, section or other portion to the
fullest extent possible while remaining lawful and valid.
12.6 Arbitration. Any and all disputes between the parties hereto arising
-----------
out of this Agreement (other than disputes related to Article VI or to an
alleged breach of the covenant contained in Article XI) shall be settled by
arbitration before an impartial arbitrator pursuant to the rules and
regulations of the American
27
Arbitration Association (AAA) pertaining to the arbitration of labor
disputes. Either party may invoke the right to arbitration. The arbitrator
shall be selected by means of the parties striking alternatively from a
panel of seven arbitrators supplied by the Chicago office of AAA. The
Arbitrator shall have the authority to interpret and apply the provisions
of this Agreement, consistent with Section 12.10 below. The decision of the
arbitrator shall be final and binding upon the parties. Judgment may be
entered on the award in any court of competent jurisdiction.
12.7 Amendments. This Agreement shall not be altered, amended or modified
----------
except by written instrument executed by the Company and the Executive.
12.8 Notices. All notices and other communications under this Agreement
-------
shall be in writing and delivered by hand or by first-class registered or
certified mail, return receipt requested, postage prepaid, addressed as
follows:
If to the Executive:
________________________________
________________________________
________________________________
If to the Company:
Unicom Corporation
Attn: Pamela B. Strobel
Executive Vice President and
General Counsel
37th Floor
10 S. Dearborn Street
Chicago, IL 60690
or to such other address as either party shall have furnished to the other
in writing. Notice and communications shall be effective when actually
received by the addressee.
12.9 Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
together constitute one and the same instrument.
28
12.10 Governing Law. This Agreement is intended to be a plan subject to
-------------
the provisions of the Employee Retirement Income Security Act of 1974, as
amended, and shall be interpreted and construed in accordance with the
terms thereof; provided, however, that to the extent not preempted thereby,
this Agreement is intended to be interpreted and construed in accordance
with the laws of the State of Illinois, without regard to its choice of law
principles.
12.11 Captions. The captions of this Agreement are not a part of the
--------
provisions hereof and shall have no force or effect.
12.12 Tax Withholding. The Company may withhold from any amounts
---------------
payable under this Agreement any federal, state or local taxes that are
required to be withheld pursuant to any applicable law or regulation.
12.13 No Waiver. A waiver of any provision of this Agreement shall not be
---------
deemed a waiver of any other provision, and any waiver of any default in
any such provision shall not be deemed a waiver of any later default
thereof or of any other provision.
12.14 Entire Agreement. This Agreement contains the entire understanding
----------------
of the Company and the Executive with respect to its subject matter.
IN WITNESS WHEREOF, the Executive and the Company have executed
this Agreement as of the date first above written.
__________________________
[Executive]
UNICOM CORPORATION
By:________________________
Title:_______________________
COMMONWEALTH EDISON COMPANY.
By:________________________
Title:_______________________
29