<PAGE>
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FORM 10-K/A-1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark one)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 1-1839
COMMONWEALTH EDISON COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
ILLINOIS 36-0938600
(STATE OR OTHER (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION
INCORPORATION OR NO.)
ORGANIZATION)
37TH FLOOR, 10 SOUTH DEARBORN STREET,
POST OFFICE BOX 767, CHICAGO, ILLINOIS 60690-0767
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 312/394-4321
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF
TITLE OF EACH
EACH CLASS EXCHANGE
- ---------------------- ON WHICH
REGISTERED
------------------
FIRST MORTGAGE BONDS:
7 5/8% SERIES 25, DUE 8 1/8% SERIES 36, DUE
JUNE 1, 2003 JUNE 1, 2007
8% SERIES 26, DUE 8 1/4% SERIES 37, DUE
OCTOBER 15, 2003 DECEMBER 1, 2007 NEW YORK
8 1/8% SERIES 35, DUE
JANUARY 15, 2007
SINKING FUND
DEBENTURES:
3%, DUE APRIL 1, 1999 7 5/8% SERIES 1, DUE NEW YORK
2 7/8%, DUE APRIL 1, FEBRUARY 15, 2003
2001
2 3/4%, DUE APRIL 1, NEW YORK AND
1999 CHICAGO
COMMON STOCK, $12.50 PAR VALUE NEW YORK, CHICAGO
AND PACIFIC
COMMON STOCK PURCHASE WARRANTS--1971 WARRANTS
AND SERIES B WARRANTS NEW YORK, CHICAGO
AND PACIFIC
CUMULATIVE PREFERENCE STOCK, WITHOUT PAR VALUE:
$1.90; $2.00; $7.24; $8.40; $8.38; AND $8.40 SERIES B NEW YORK, CHICAGO
AND PACIFIC
$1.425 CONVERTIBLE PREFERRED STOCK, WITHOUT PAR VALUE NEW YORK, CHICAGO
AND PACIFIC
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS RE-
QUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS, AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS.
Yes [X]. No [_].
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO
THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION
STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY
AMENDMENT TO THIS FORM 10-K. [ ]
THE ESTIMATED AGGREGATE MARKET VALUE OF THE COMPANY'S OUTSTANDING COMMON
STOCK, $1.425 CONVERTIBLE PREFERRED STOCK AND CUMULATIVE PREFERENCE STOCK WAS
APPROXIMATELY $6,500,000,000 AS OF FEBRUARY 28, 1994. IN EXCESS OF 99.97% OF
THE COMPANY'S VOTING STOCK WAS OWNED BY NON-AFFILIATES AS OF THAT DATE.
COMMON STOCK OUTSTANDING AT FEBRUARY 28, 1994: 213,794,548 SHARES
DOCUMENTS INCORPORATED BY REFERENCE:
PORTIONS OF THE COMPANY'S CURRENT REPORT ON FORM 8-K/A-1 DATED JANUARY 28,
1994 ARE INCORPORATED BY REFERENCE INTO PARTS I, II AND IV HEREOF AND PORTIONS
OF THE COMPANY'S DEFINITIVE PROXY STATEMENT RELATING TO ITS ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD MAY 10, 1994 ARE INCORPORATED BY REFERENCE INTO PARTS
I AND III HEREOF.
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<PAGE>
The purpose of this Amendment No. 1 is to correct certain exhibits
(Exhibits (10)-3, 4, 5 and 6) by refiling those exhibits in their entirety and
to file an additional exhibit (Exhibit (10)-19) to the Registrant's
(Commonwealth Edison Company) Annual Report on Form 10-K for the year ended
December 31, 1993.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
The following exhibits are filed herewith.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- --------------------------------------------------
<S> <C>
(10)-3 1994 Long-Term Performance Unit Award for
Executive and Group Level Employes Payable in
1995 under the 1993 Long-Term Incentive Plan.
(10)-4 1994 Long-Term Performance Unit Award for
Executive and Group Level Employes Payable in
1996 under the 1993 Long-Term Incentive Plan.
(10)-5 1994 Long-Term Performance Unit Award for
Executive and Group Level Employes Payable in
1997 under the 1993 Long-Term Incentive Plan.
(10)-6 1994 Variable Compensation Award for Management
Employes under the 1993 Long-Term Incentive
Plan.
(10)-19 1994 Award to Mr. O'Connor and Mr. Skinner under
the Commonwealth Edison Company 1993 Long-Term
Incentive Plan.
</TABLE>
2
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to the
report to be signed on its behalf by the undersigned, thereunto duly authorized,
in the city of Chicago and state of Illinois on the 31st day of August,
1994.
COMMONWEALTH EDISON COMPANY
Registrant
By Roger F. Kovack
-----------------------
Roger F. Kovack
Comptroller
(Principal accounting officer and
officer duly authorized to sign
on behalf of the registrant)
3
<PAGE>
COMMONWEALTH EDISON COMPANY
---------------------------
EXHIBIT INDEX
-------------
The following exhibits are filed herewith.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- ------------------------------------------------
<S> <C>
(10)-3 1994 Long-Term Performance Unit Award for
Executive and Group Level Employes Payable in
1995 under the 1993 Long-Term Incentive Plan.
(10)-4 1994 Long-Term Performance Unit Award for
Executive and Group Level Employes Payable in
1996 under the 1993 Long-Term Incentive Plan.
(10)-5 1994 Long-Term Performance Unit Award for
Executive and Group Level Employes Payable in
1997 under the 1993 Long-Term Incentive Plan.
(10)-6 1994 Variable Compensation Award for Management
Employes under the 1993 Long-Term Incentive
Plan.
(10)-19 1994 Award to Mr. O'Connor and Mr. Skinner under
the Commonwealth Edison Company 1993 Long-Term
Incentive Plan.
</TABLE>
<PAGE>
Exhibit (10)-3
Commonwealth Edison Company
Form 10-K/A-1 File No. 1-1839
COMMONWEALTH EDISON COMPANY
1994 LONG-TERM PERFORMANCE UNIT AWARD
FOR EXECUTIVE AND GROUP LEVEL EMPLOYES
PAYABLE IN 1995
UNDER THE
1993 LONG-TERM INCENTIVE PLAN
Commonwealth Edison Company, an Illinois corporation (the "Company"),
hereby grants to each employe described in Section 1 hereof as of January 25,
1994 (the "Grant Date"), in accordance with the provisions of the Commonwealth
Edison Company 1993 Long-Term Incentive Plan (the "Plan"), a performance unit
award (each, an "Award") expressed as a number (the "Base Unit") of performance
units, in the amount and upon and subject to the restrictions, terms and
conditions set forth below. Capitalized terms not defined herein shall have the
meanings specified in the Plan.
1. Recipients of Awards. Recipients of Awards hereunder shall consist of
the following employes (each, an "Existing Employe") of the Company and of
Commonwealth Edison Company of Indiana, Inc.: (i) each Group Level employe on
the Grant Date, (ii) each Executive on the Grant Date and (iii) each Officer on
the Grant Date, including, without limitation, the Chairman of the Company, the
President of the Company and each Senior Vice President of the Company;
provided, however, that individuals who become Group Level employes, Executives
or Officers after the Grant Date but prior to July 14, 1994 and who were not
previously Group Level employes, Executives or Officers (each, a "New Employe"),
shall be eligible to receive an Award hereunder. The term "Employe" shall mean
either an Existing Employe or a New Employe.
2. Base Unit. The Base Unit for each Award shall be a number (rounded to
the nearest whole number) equal to (a) the product of multiplying (i) the Salary
(as defined herein) of the Employe receiving such Award by (ii) the applicable
percentage set forth below, divided by (b) $27:
Chairman: 25%
President: 25%
Senior Vice Presidents: 20%
Officers, other than as listed above: 15%
Executives, other than as listed above: 10%
Group Level employes, other than as listed above: 10%
For the purposes of calculating the Base Unit, an Existing Employe's Salary
shall be such Existing Employe's monthly scheduled rate of pay as of the Grant
Date multiplied by 12 together with the income from such Existing Employe's
Deferred Compensation Units, and a New Employe's Salary shall be such New
Employe's monthly
<PAGE>
scheduled rate of pay as of the date such New Employe becomes a New Employe (the
"Start Date") multiplied by 12 together with the income from such New Employe's
Deferred Compensation Units.
3. Performance Period. The Performance Period shall commence on January
25, 1994 and end on December 31, 1994.
4. Payment Amount/Stockholder Protection. The amount payable in
connection with an Award (a "Payment Amount") shall be a dollar amount based on
the Base Unit and on the Company's percentile rank, with the percentile rank
corresponding to the highest performance in the performance group being 100 and
the percentile rank corresponding to the lowest performance in the performance
group being 1 (the "Company Rank"), in the Ranking (as hereinafter defined) for
the Performance Period, and calculated as follows:
Below Threshold Level. If the Company Rank is lower than the 25th
percentile in the Ranking, then the Payment Amount shall be zero.
Between Threshold Level and Target Level. If the Company Rank is no
lower than the 25th percentile in the Ranking and no higher than the 49th
percentile in the Ranking, then the Payment Amount shall be the Base Value
multiplied by a fraction the numerator of which is the Company Rank
multiplied by 2 and the denominator of which is 100.
Between Target Level and Maximum Level. If the Company Rank is no
lower than the 50th percentile in the Ranking and no higher than the 90th
percentile in the Ranking, then the Payment Amount shall be the Base Value
multiplied by a fraction the numerator of which is the Company Rank
multiplied by 2.5 minus 25 and the denominator of which is 100.
Above Maximum Level. If the Company Rank is above the 90th percentile
in the Ranking, then the Payment Amount shall be the Base Value multiplied
by 2.
Notwithstanding the foregoing, if the Company (or, if the Company
becomes a majority owned subsidiary of another corporation, then such parent
corporation) fails to maintain regular quarterly cash dividends of at least $.40
per share of Common Stock during the Performance Period (adjusted for any
stock-split, stock dividend or other similar event), then the Payment Amount
shall be zero.
For purposes of the foregoing, the term "Ranking" shall mean a ranking
determined based upon the Cumulative Total Shareholder Return (as hereinafter
defined) for such Performance Period on the Company's (or, if the Company
becomes a majority owned subsidiary of another corporation, then such parent
corporation's) Common Stock as compared to the Cumulative Total Shareholder
Return for such Performance Period on the common stock
-2-
<PAGE>
of each corporation comprising the Dow Jones Utility Index (or any successor
index); the term "Cumulative Total Shareholder Return" for a period shall mean
the result obtained by dividing (i) the sum of (a) the cumulative amount of
dividends on the common stock in question for such period, assuming
reinvestment of said dividends in said common stock, and (b) the difference
between the price per share of said common stock at the end and the beginning of
such period, by (ii) the price per share of said common stock at the beginning
of such period; and the term "Base Value" shall mean the result obtained by
multiplying the Base Unit by the value of a share of Common Stock (as
determined under Section 5 hereof).
5. Settlement of Awards. The Payment Amount shall become payable
upon the completion of the Performance Period and shall be paid by the Company
within 90 days after the completion of the Performance Period. The Payment
Amount shall be paid 50% in cash and 50% in shares of Common Stock. Fractional
shares of Common Stock that may become payable hereunder shall be paid in cash.
For the purposes of determining the number of shares of Common Stock payable
pursuant to this Section, a share of Common Stock shall be valued at the average
of the closing prices of a share of Common Stock as reported in The Wall Street
Journal as New York Stock Exchange Composite Transactions during the calendar
quarter ending on the last day of the Performance Period (appropriately adjusted
for any stock-split, stock dividend or other similar event).
6. Employment for Less Than Full Performance Period. If an Employe's
employment with the Company is terminated prior to the completion of the
Performance Period for any reason other than as provided in the immediately
following sentence, then no amount shall be payable hereunder. If (i) an
Existing Employe's employment with the Company is terminated after April 1, 1994
but prior to the completion of the Performance Period due to such Existing
Employe's (a) retirement under the pension plan of the Company or (b) death, or
(ii) a New Employe's employment with the Company is terminated more than 170
days after such New Employe's Start Date but prior to the completion of the
Performance Period due to such New Employe's (x) retirement under the pension
plan of the Company or (y) death, then such Employe shall be entitled to an
amount equal to the Payment Amount calculated in accordance with Section 4
hereof multiplied by a fraction the numerator of which is the number of days in
the Performance Period that have elapsed between the commencement of the
Performance Period (in the case of an Existing Employe), or the Start Date (in
the case of a New Employe), and the date of such retirement or death (as the
case may be) and the denominator of which is the number of days in the
Performance Period. The Payment Amount for any New Employe whose employment is
not terminated prior to the completion of the Performance Period shall be
calculated in accordance with Section 4 hereof and be reduced by multiplying it
by a fraction the numerator of which is the number of days in the Performance
Period that have elapsed between such New Employe's Start Date and the end of
the Performance Period and the denominator of which is the
-3-
<PAGE>
number of days in the Performance Period. Any Payment Amount calculated in
accordance with either of the two immediately preceding sentences shall be paid
as provided in Section 5 hereof within 90 days after the completion of the
Performance Period. As used in this Section 6, employment by the Company shall
include employment by a corporation which is a "subsidiary corporation" of the
Company (or, if the Company becomes a majority owned subsidiary of another
corporation, then such parent corporation), as such term is defined in section
424 (and any successor section) of the Internal Revenue Code of 1986, as
amended, or any successor internal revenue law.
7. Rights as a Stockholder. No Employe shall have any rights as a
stockholder of the Company with respect to any shares of Common Stock that may
be payable hereunder unless and until such shares have been issued to such
Employe or otherwise credited to an account for the benefit of such Employe.
8. Additional Terms and Conditions of Award.
8.1. Nontransferability of Award. In accordance with Section 13.5 of
the Plan, no Award or other related benefit may, except as otherwise
specifically provided by the Plan or by law, be transferable in any manner other
than by will or the laws of descent and distribution, and any attempt to
transfer any such Award or other benefit shall be void; provided, however, that
the foregoing shall not restrict the ability of any Employe to transfer any cash
or Common Stock received as part of the Payment Amount. In accordance with
Section 13.5 of the Plan, Awards or other benefits payable under Awards shall
not in any manner be subject to the debts, contracts, liabilities, engagements
or torts of any person who shall be entitled to such Award or benefits, nor
shall they be subject to attachment or legal process for or against such person.
8.2. Withholding Taxes. As a condition precedent to the delivery to
the Employe of cash or Common Stock hereunder and in accordance with Section
13.4 of the Plan, the Company may deduct from any amount (including any Payment
Amount) payable then or thereafter payable by the Company to the Employe, or
may request the Employe to pay to the Company in cash, such amount as the
Company may be required, under all applicable federal, state, local or other
laws or regulations, to withhold and pay over with respect to the Award.
8.3. Compliance with Applicable Law. Each Award is subject to the
condition that if the listing, registration or qualification of the shares of
Common Stock subject to the Award upon any securities exchange or under any law,
or the consent or approval of any governmental body, or the taking of any other
action is necessary or desirable as a condition of, or in connection with, the
vesting or delivery of such shares hereunder, such shares may not be delivered,
in whole or in part, unless such
-4-
<PAGE>
listing, registration, qualification, consent or approval shall have been
effected or obtained.
8.4. Award Subject to the Plan. This Award is subject to the
provisions of the Plan, and shall be interpreted in accordance therewith.
-5-
<PAGE>
Exhibit (10)-4
Commonwealth Edison Company
Form 10-K/A-1 File No. 1-1839
COMMONWEALTH EDISON COMPANY
1994 LONG-TERM PERFORMANCE UNIT AWARD
FOR EXECUTIVE AND GROUP LEVEL EMPLOYES
PAYABLE IN 1996
UNDER THE
1993 LONG-TERM INCENTIVE PLAN
Commonwealth Edison Company, an Illinois corporation (the "Company"),
hereby grants to each employe described in Section 1 hereof as of January 25,
1994 (the "Grant Date"), in accordance with the provisions of the Commonwealth
Edison Company 1993 Long-Term Incentive Plan (the "Plan"), a performance unit
award (each, an "Award") expressed as a number (the "Base Unit") of performance
units, in the amount and upon and subject to the restrictions, terms and
conditions set forth below. Capitalized terms not defined herein shall have the
meanings specified in the Plan.
1. Recipients of Awards. Recipients of Awards hereunder shall consist of
the following employes (each, an "Existing Employe") of the Company and of
Commonwealth Edison Company of Indiana, Inc.: (i) each Group Level employe on
the Grant Date, (ii) each Executive on the Grant Date and (iii) each Officer on
the Grant Date, including, without limitation, the Chairman of the Company, the
President of the Company and each Senior Vice President of the Company;
provided, however, that individuals who become Group Level employes, Executives
or Officers after the Grant Date but prior to January 13, 1995 and who were not
previously Group Level employes, Executives or Officers (each, a "New Employe"),
shall be eligible to receive an Award hereunder. The term "Employe" shall mean
either an Existing Employe or a New Employe.
2. Base Unit. The Base Unit for each Award shall be a number (rounded to
the nearest whole number) equal to (a) the product of multiplying (i) the Salary
(as defined herein) of the Employe receiving such Award by (ii) the applicable
percentage set forth below, divided by (b) $27:
Chairman: 25%
President: 25%
Senior Vice Presidents: 20%
Officers, other than as listed above: 15%
Executives, other than as listed above: 10%
Group Level employes, other than as listed above: 10%
For the purposes of calculating the Base Unit, an Existing Employe's Salary
shall be such Existing Employe's monthly scheduled rate of pay as of the Grant
Date multiplied by 12 together with the
<PAGE>
income from such Existing Employe's Deferred Compensation Units, and a New
Employe's Salary shall be such New Employe's monthly scheduled rate of pay as of
the date such New Employe becomes a New Employe (the "Start Date") multiplied by
12 together with the income from such New Employe's Deferred Compensation Units.
3. Performance Period. The Performance Period shall commence on January
25, 1994 and end on December 31, 1995.
4. Payment Amount/Stockholder Protection. The amount payable in
connection with an Award (a "Payment Amount") shall be a dollar amount based on
the Base Unit and on the Company's percentile rank, with the percentile rank
corresponding to the highest performance in the performance group being 100 and
the percentile rank corresponding to the lowest performance in the performance
group being 1 (the "Company Rank"), in the Ranking (as hereinafter defined) for
the Performance Period, and calculated as follows:
Below Threshold Level. If the Company Rank is lower than the 25th
percentile in the Ranking, then the Payment Amount shall be zero.
Between Threshold Level and Target Level. If the Company Rank is no
lower than the 25th percentile in the Ranking and no higher than the 49th
percentile in the Ranking, then the Payment Amount shall be the Base Value
multiplied by a fraction the numerator of which is the Company Rank
multiplied by 2 and the denominator of which is 100.
Between Target Level and Maximum Level. If the Company Rank is no
lower than the 50th percentile in the Ranking and no higher than the 90th
percentile in the Ranking, then the Payment Amount shall be the Base Value
multiplied by a fraction the numerator of which is the Company Rank
multiplied by 2.5 minus 25 and the denominator of which is 100.
Above Maximum Level. If the Company Rank is above the 90th percentile
in the Ranking, then the Payment Amount shall be the Base Value multiplied
by 2.
Notwithstanding the foregoing, if the Company (or, if the Company
becomes a majority owned subsidiary of another corporation, then such parent
corporation) fails to maintain regular quarterly cash dividends of at least $.40
per share of Common Stock during the Performance Period (adjusted for any stock-
split, stock dividend or other similar event), then the Payment Amount shall be
zero.
For purposes of the foregoing, the term "Ranking" shall mean a ranking
determined based upon the Cumulative Total Shareholder Return (as hereinafter
defined) for such Performance Period on the Company's (or, if the Company
becomes a majority owned subsidiary of another corporation, then such parent
-2-
<PAGE>
corporation's) Common Stock as compared to the Cumulative Total Shareholder
Return for such Performance Period on the common stock of each corporation
comprising the Dow Jones Utility Index (or any successor index); the term
"Cumulative Total Shareholder Return" for a period shall mean the result
obtained by dividing (i) the sum of (a) the cumulative amount of dividends on
the common stock in question for such period, assuming reinvestment of said
dividends in said common stock, and (b) the difference between the price per
share of said common stock at the end and the beginning of such period, by (ii)
the price per share of said common stock at the beginning of such period; and
the term "Base Value" shall mean the result obtained by multiplying the Base
Unit by the value of a share of Common Stock (as determined under Section 5
hereof).
5. Settlement of Awards. The Payment Amount shall become payable
upon the completion of the Performance Period and shall be paid by the Company
within 90 days after the completion of the Performance Period. The Payment
Amount shall be paid 50% in cash and 50% in shares of Common Stock. Fractional
shares of Common Stock that may become payable hereunder shall be paid in cash.
For the purposes of determining the number of shares of Common Stock payable
pursuant to this Section, a share of Common Stock shall be valued at the average
of the closing prices of a share of Common Stock as reported in The Wall Street
Journal as New York Stock Exchange Composite Transactions during the calendar
quarter ending on the last day of the Performance Period (appropriately adjusted
for any stock-split, stock dividend or other similar event).
6. Employment for Less Than Full Performance Period. If an Employe's
employment with the Company is terminated prior to the completion of the
Performance Period for any reason other than as provided in the immediately
following sentence, then no amount shall be payable hereunder. If (i) an
Existing Employe's employment with the Company is terminated after January 13,
1995 but prior to the completion of the Performance Period due to such Existing
Employe's (a) retirement under the pension plan of the Company or (b) death, or
(ii) a New Employe's employment with the Company is terminated more than 353
days after such New Employe's Start Date but prior to the completion of the
Performance Period due to such New Employe's (x) retirement under the pension
plan of the Company or (y) death, then such Employe shall be entitled to an
amount equal to the Payment Amount calculated in accordance with Section 4
hereof multiplied by a fraction the numerator of which is the number of days in
the Performance Period that have elapsed between the commencement of the
Performance Period (in the case of an Existing Employe), or the Start Date (in
the case of a New Employe), and the date of such retirement or death (as the
case may be) and the denominator of which is the number of days in the
Performance Period. The Payment Amount for any New Employe whose employment is
not terminated prior to the completion of the Performance Period shall be
calculated in accordance with Section 4 hereof and be reduced by multiplying it
by a fraction the numerator of which is the number of days in the Performance
Period
-3-
<PAGE>
that have elapsed between such New Employe's Start Date and the end of the
Performance Period and the denominator of which is the number of days in the
Performance Period. Any Payment Amount calculated in accordance with either of
the two immediately preceding sentences shall be paid as provided in Section 5
hereof within 90 days after the completion of the Performance Period. As used
in this Section 6, employment by the Company shall include employment by a
corporation which is a "subsidiary corporation" of the Company (or, if the
Company becomes a majority owned subsidiary of another corporation, then such
parent corporation), as such term is defined in section 424 (and any successor
section) of the Internal Revenue Code of 1986, as amended, or any successor
internal revenue law.
7. Rights as a Stockholder. No Employe shall have any rights as a
stockholder of the Company with respect to any shares of Common Stock that may
be payable hereunder unless and until such shares have been issued to such
Employe or otherwise credited to an account for the benefit of such Employe.
8. Additional Terms and Conditions of Award.
8.1. Nontransferability of Award. In accordance with Section 13.5 of
the Plan, no Award or other related benefit may, except as otherwise
specifically provided by the Plan or by law, be transferable in any manner other
than by will or the laws of descent and distribution, and any attempt to
transfer any such Award or other benefit shall be void; provided, however, that
the foregoing shall not restrict the ability of any Employe to transfer any cash
or Common Stock received as part of the Payment Amount. In accordance with
Section 13.5 of the Plan, Awards or other benefits payable under Awards shall
not in any manner be subject to the debts, contracts, liabilities, engagements
or torts of any person who shall be entitled to such Award or benefits, nor
shall they be subject to attachment or legal process for or against such person.
8.2. Withholding Taxes. As a condition precedent to the delivery to
the Employe of cash or Common Stock hereunder and in accordance with Section
13.4 of the Plan, the Company may deduct from any amount (including any Payment
Amount) payable then or thereafter payable by the Company to the Employe, or
may request the Employe to pay to the Company in cash, such amount as the
Company may be required, under all applicable federal, state, local or other
laws or regulations, to withhold and pay over with respect to the Award.
8.3. Compliance with Applicable Law. Each Award is subject to the
condition that if the listing, registration or qualification of the shares of
Common Stock subject to the Award upon any securities exchange or under any law,
or the consent or approval of any governmental body, or the taking of any other
action is necessary or desirable as a condition of, or in connection with, the
vesting or delivery of such shares hereunder,
-4-
<PAGE>
such shares may not be delivered, in whole or in part, unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained.
8.4. Award Subject to the Plan. This Award is subject to the
provisions of the Plan, and shall be interpreted in accordance therewith.
-5-
<PAGE>
Exhibit (10)-5
Commonwealth Edison Company
Form 10-K/A-1 File No. 1-1839
COMMONWEALTH EDISON COMPANY
1994 LONG-TERM PERFORMANCE UNIT AWARD
FOR EXECUTIVE AND GROUP LEVEL EMPLOYES
PAYABLE IN 1997
UNDER THE
1993 LONG-TERM INCENTIVE PLAN
Commonwealth Edison Company, an Illinois corporation (the "Company"),
hereby grants to each employe described in Section 1 hereof as of January 25,
1994 (the "Grant Date"), in accordance with the provisions of the Commonwealth
Edison Company 1993 Long-Term Incentive Plan (the "Plan"), a performance unit
award (each, an "Award") expressed as a number (the "Base Unit") of performance
units, in the amount and upon and subject to the restrictions, terms and
conditions set forth below. Capitalized terms not defined herein shall have the
meanings specified in the Plan.
1. Recipients of Awards. Recipients of Awards hereunder shall consist of
the following employes (each, an "Existing Employe") of the Company and of
Commonwealth Edison Company of Indiana, Inc.: (i) each Group Level employe on
the Grant Date, (ii) each Executive on the Grant Date and (iii) each Officer on
the Grant Date, including, without limitation, the Chairman of the Company, the
President of the Company and each Senior Vice President of the Company;
provided, however, that individuals who become Group Level employes, Executives
or Officers after the Grant Date but prior to July 14, 1995 and who were not
previously Group Level employes, Executives or Officers (each, a "New Employe"),
shall be eligible to receive an Award hereunder. The term "Employe" shall mean
either an Existing Employe or a New Employe.
2. Base Unit. The Base Unit for each Award shall be a number (rounded to
the nearest whole number) equal to (a) the product of multiplying (i) the Salary
(as defined herein) of the Employe receiving such Award by (ii) the applicable
percentage set forth below, divided by (b) $27:
Chairman: 50%
President: 50%
Senior Vice Presidents: 40%
Officers, other than as listed above: 30%
Executives, other than as listed above: 20%
Group Level employes, other than as listed above: 20%
For the purposes of calculating the Base Unit, an Existing Employe's Salary
shall be such Existing Employe's monthly scheduled rate of pay as of the Grant
Date multiplied by 12 together with the income from such Existing Employe's
Deferred Compensation Units,
<PAGE>
and a New Employe's Salary shall be such New Employe's monthly scheduled rate of
pay as of the date such New Employe becomes a New Employe (the "Start Date")
multiplied by 12 together with the income from such New Employe's Deferred
Compensation Units.
3. Performance Period. The Performance Period shall commence on January
25, 1994 and end on December 31, 1996.
4. Payment Amount/Stockholder Protection. The amount payable in
connection with an Award (a "Payment Amount") shall be a dollar amount based on
the Base Unit and on the Company's percentile rank, with the percentile rank
corresponding to the highest performance in the performance group being 100 and
the percentile rank corresponding to the lowest performance in the performance
group being 1 (the "Company Rank"), in the Ranking (as hereinafter defined) for
the Performance Period, and calculated as follows:
Below Threshold Level. If the Company Rank is lower than the 25th
percentile in the Ranking, then the Payment Amount shall be zero.
Between Threshold Level and Target Level. If the Company Rank is no
lower than the 25th percentile in the Ranking and no higher than the 49th
percentile in the Ranking, then the Payment Amount shall be the Base Value
multiplied by a fraction the numerator of which is the Company Rank
multiplied by 2 and the denominator of which is 100.
Between Target Level and Maximum Level. If the Company Rank is no
lower than the 50th percentile in the Ranking and no higher than the 90th
percentile in the Ranking, then the Payment Amount shall be the Base Value
multiplied by a fraction the numerator of which is the Company Rank
multiplied by 2.5 minus 25 and the denominator of which is 100.
Above Maximum Level. If the Company Rank is above the 90th percentile
in the Ranking, then the Payment Amount shall be the Base Value multiplied
by 2.
Notwithstanding the foregoing, if the Company (or, if the Company
becomes a majority owned subsidiary of another corporation, then such parent
corporation) fails to maintain regular quarterly cash dividends of at least $.40
per share of Common Stock during the Performance Period (adjusted for any
stock-split, stock dividend or other similar event), then the Payment Amount
shall be zero.
For purposes of the foregoing, the term "Ranking" shall mean a ranking
determined based upon the Cumulative Total Shareholder Return (as hereinafter
defined) for such Performance Period on the Company's (or, if the Company
becomes a majority owned subsidiary of another corporation, then such parent
corporation's) Common Stock as compared to the Cumulative Total
-2-
<PAGE>
Shareholder Return for such Performance Period on the common stock of each
corporation comprising the Dow Jones Utility Index (or any successor index); the
term "Cumulative Total Shareholder Return" for a period shall mean the result
obtained by dividing (i) the sum of (a) the cumulative amount of dividends on
the common stock in question for such period, assuming reinvestment of said
dividends in said common stock, and (b) the difference between the price per
share of said common stock at the end and the beginning of such period, by (ii)
the price per share of said common stock at the beginning of such period; and
the term "Base Value" shall mean the result obtained by multiplying the Base
Unit by the value of a share of Common Stock (as determined under Section 5
hereof).
5. Settlement of Awards. The Payment Amount shall become payable
upon the completion of the Performance Period and shall be paid by the Company
within 90 days after the completion of the Performance Period. The Payment
Amount shall be paid 50% in cash and 50% in shares of Common Stock. Fractional
shares of Common Stock that may become payable hereunder shall be paid in cash.
For the purposes of determining the number of shares of Common Stock payable
pursuant to this Section, a share of Common Stock shall be valued at the average
of the closing prices of a share of Common Stock as reported in The Wall Street
Journal as New York Stock Exchange Composite Transactions during the calendar
quarter ending on the last day of the Performance Period (appropriately adjusted
for any stock-split, stock dividend or other similar event).
6. Employment for Less Than Full Performance Period. If an Employe's
employment with the Company is terminated prior to the completion of the
Performance Period for any reason other than as provided in the immediately
following sentence, then no amount shall be payable hereunder. If (i) an
Existing Employe's employment with the Company is terminated after July 14, 1995
but prior to the completion of the Performance Period due to such Existing
Employe's (a) retirement under the pension plan of the Company or (b) death, or
(ii) a New Employe's employment with the Company is terminated more than 535
days after such New Employe's Start Date but prior to the completion of the
Performance Period due to such New Employe's (x) retirement under the pension
plan of the Company or (y) death, then such Employe shall be entitled to an
amount equal to the Payment Amount calculated in accordance with Section 4
hereof multiplied by a fraction the numerator of which is the number of days in
the Performance Period that have elapsed between the commencement of the
Performance Period (in the case of an Existing Employe), or the Start Date (in
the case of a New Employe), and the date of such retirement or death (as the
case may be) and the denominator of which is the number of days in the
Performance Period. The Payment Amount for any New Employe whose employment is
not terminated prior to the completion of the Performance Period shall be
calculated in accordance with Section 4 hereof and be reduced by multiplying it
by a fraction the numerator of which is the number of days in the Performance
Period that have elapsed between such New Employe's Start Date and the end
-3-
<PAGE>
of the Performance Period and the denominator of which is the number of days in
the Performance Period. Any Payment Amount calculated in accordance with
either of the two immediately preceding sentences shall be paid as provided in
Section 5 hereof within 90 days after the completion of the Performance Period.
As used in this Section 6, employment by the Company shall include employment
by a corporation which is a "subsidiary corporation" of the Company (or, if the
Company becomes a majority owned subsidiary of another corporation, then such
parent corporation), as such term is defined in section 424 (and any successor
section) of the Internal Revenue Code of 1986, as amended, or any successor
internal revenue law.
7. Rights as a Stockholder. No Employe shall have any rights as a
stockholder of the Company with respect to any shares of Common Stock that may
be payable hereunder unless and until such shares have been issued to such
Employe or otherwise credited to an account for the benefit of such Employe.
8. Additional Terms and Conditions of Award.
8.1. Nontransferability of Award. In accordance with Section 13.5 of
the Plan, no Award or other related benefit may, except as otherwise
specifically provided by the Plan or by law, be transferable in any manner other
than by will or the laws of descent and distribution, and any attempt to
transfer any such Award or other benefit shall be void; provided, however, that
the foregoing shall not restrict the ability of any Employe to transfer any cash
or Common Stock received as part of the Payment Amount. In accordance with
Section 13.5 of the Plan, Awards or other benefits payable under Awards shall
not in any manner be subject to the debts, contracts, liabilities, engagements
or torts of any person who shall be entitled to such Award or benefits, nor
shall they be subject to attachment or legal process for or against such person.
8.2. Withholding Taxes. As a condition precedent to the delivery to
the Employe of cash or Common Stock hereunder and in accordance with Section
13.4 of the Plan, the Company may deduct from any amount (including any Payment
Amount) payable then or thereafter payable by the Company to the Employe, or
may request the Employe to pay to the Company in cash, such amount as the
Company may be required, under all applicable federal, state, local or other
laws or regulations, to withhold and pay over with respect to the Award.
8.3. Compliance with Applicable Law. Each Award is subject to the
condition that if the listing, registration or qualification of the shares of
Common Stock subject to the Award upon any securities exchange or under any law,
or the consent or approval of any governmental body, or the taking of any other
action is necessary or desirable as a condition of, or in connection with, the
vesting or delivery of such shares hereunder, such shares may not be delivered,
in whole or in part, unless such
-4-
<PAGE>
listing, registration, qualification, consent or approval shall have been
effected or obtained.
8.4. Award Subject to the Plan. This Award is subject to the
provisions of the Plan, and shall be interpreted in accordance therewith.
-5-
<PAGE>
Exhibit (10)-6
Commonwealth Edison Company
Form 10-K/A-1 File No. 1-1839
COMMONWEALTH EDISON COMPANY
1994 VARIABLE COMPENSATION AWARD FOR MANAGEMENT EMPLOYES
UNDER THE 1993 LONG-TERM INCENTIVE PLAN
Commonwealth Edison Company, an Illinois corporation (the "Company"),
hereby grants to each employe described in Section 1 hereof (each, an
"Employe"), as of January 1, 1994 (the "Grant Date"), in accordance with the
provisions of the Commonwealth Edison Company 1993 Long-Term Incentive Plan (the
"Plan"), a performance unit award (each, an "Award"), expressed as a number of
performance units, in the amount and upon and subject to the restrictions, terms
and conditions set forth below and in Appendix A attached hereto. Capitalized
terms not defined herein shall have the meanings specified in the Plan.
1. Recipients of Awards. Subject in all respects to the provisions
hereof, recipients of Awards hereunder shall consist of each employe of the
Company (other than the Chairman and the President) and of Commonwealth Edison
Company of Indiana, Inc. (collectively, the "Employers") who is on the
management or executive payroll during calendar year 1994; provided, however,
that no employe shall be the recipient of an Award if such employe participates
in, or is eligible to participate in, any of the following incentive plans:
The Nuclear Site-Vice President Incentive Plan
The Procurement Effectiveness Re-engineering Team Plan
The Pension Fund Management Incentive Pay Plan
The Fuel Department Incentive Plan
2. Base Unit. The Base Unit for each Award shall be the number which
is equal to the number of dollars determined by multiplying the Base Pay (as
defined herein) of the Employe receiving the Award by the conversion factor of
1.25% and rounding up to the nearest whole dollar. For purposes of calculating
the Base Unit, Base Pay shall mean an Employe's monthly scheduled rate of pay,
determined as of the Grant Date, multiplied by 12 together with the income from
such Employe's Deferred Compensation Units if such Employe is Grade 12 or above.
3. Payment Amount. The total amount payable in connection with an
Award (the "Payment Amount") may consist solely of a cash payment (the "Cash
Payment Amount") or may consist of a Cash Payment Amount and a payment of Common
Stock (the "Stock Payment Amount"), as determined below.
<PAGE>
a. Cash Payment Amount. The Cash Payment Amount shall be the dollar
amount computed by multiplying the Employe's Base Unit by the applicable
performance unit set forth below under the column titled "Cash" that corresponds
to the Employe's category of employment and the level of performance goals
achieved as set forth in Appendix A attached hereto that are applicable to the
Employe.
b. Stock Payment Amount. The Stock Payment Amount shall be the
dollar amount computed by multiplying the Employe's Base Unit by the applicable
performance unit set forth below under the column titled "Stock" that
corresponds to the Employe's category of employment and the level of performance
goals achieved as set forth in Appendix A attached hereto that are applicable to
the Employe.
PERFORMANCE UNITS
-----------------
THRESHOLD TARGET DISTINGUISHED
--------- ------ -------------
CATEGORY CASH STOCK CASH STOCK CASH STOCK
RATED 2 0 6 0 10 2
GROUP 2 0 7 5 7 18
EXECUTIVE 2 0 6 12 6 34
4. Reduction of Payment Amount for Less than a Full Year of
Employment. In the event that an Employe (i) is first placed on the management
or executive payroll after January 1, 1994, (ii) is on a leave of absence during
1994, (iii) retires under the pension plan of any one of the Employers during
1994, or (iv) dies during 1994, each of the Cash Payment Amount and the Stock
Payment Amount will be a reduced amount equal to each of the amounts determined
above multiplied by a fraction, the numerator of which is the number of full
months the Employe worked during 1994 and the denominator of which is twelve
months. For purposes of the preceding sentence, the number of full months an
Employe worked in 1994 shall include, solely in the case of an Employe who
retires under the pension plan of any one of the Employers, the month in which
the Employe retires. For an Employe who is a part-time Employe described in
clause (i), (ii), (iii) or (iv) of the first sentence of this Section, the
reduction provided in this Section shall be made after the reduction set forth
in Section 5 is made.
5. Reduction of Payment Amount for Part-Time Employes. For an
Employe who is a part-time Employe, each of the Cash Payment Amount and the
Stock Payment Amount will be a reduced amount equal to the amount determined
above multiplied by a fraction, the numerator of which is the number of hours
the
-2-
<PAGE>
Employe was scheduled to work during 1994 and the denominator of which is 2080
hours.
6. Transfer of Employe from One Business Unit to Another Business
Unit. In the event that an Employe is transferred from one Business Unit (as
hereinafter defined) to another Business Unit during 1994, each of the Cash
Payment Amount and the Stock Payment Amount will be determined on a prorated
basis from each Business Unit. For purposes of this Section, "Business Unit"
means the following corporate functions: (a) commercial, (b) financial, (c)
human resources, (d) corporate relations, (e) corporate resources, (f) legal,
(g) fossil energy production, (h) nuclear energy production, (i) information
services, and (j) quality improvement programs.
7. Stockholder Protection. Notwithstanding anything herein to the
contrary, no amount shall be paid hereunder unless the following two conditions
are satisfied:
a. The Company (or, if the Company becomes a majority owned
subsidiary of another corporation, then such parent corporation) maintains
regular quarterly cash dividends of at least $.40 per share of Common Stock
during the calendar year 1994 (adjusted for any stock-split, stock dividend
or other similar event).
b. The sum of the amounts actually incurred by the Company for
operations and maintenance and for capital expenditures for the calendar
year 1994 is at least $90 million less than the sum of the amounts budgeted
therefor by the Company for the calendar year 1994; provided that at least
50% of the reduction is attributable to reduced expenses for operations and
maintenance.
8. Failure to Achieve "Meeting All Expectations" Rating. An Employe
who fails to receive at least a "meeting all expectations" rating under the
Performance Evaluation, Career Development and/or Succession Planning (or the
equivalent thereof) with respect to performance in 1994 shall not receive any
amount hereunder.
9. Settlement of Awards. The Payment Amount, if any, will be paid to
an Employe as soon as practicable after the Company's audited financial results
are available for the calendar year 1994. The number of shares of Common Stock
payable to an Employe with respect to an Award shall be computed by dividing the
Stock Payment Amount by the value of one share of Common Stock. Fractional
shares of Common Stock that may become payable hereunder shall be paid in cash.
For purposes of this Section, the value of a share of Common Stock shall be the
average of the closing prices of a share of Common Stock as reported in The Wall
Street Journal as New York Stock Exchange Composite Transactions during the last
calendar quarter of 1994
-3-
<PAGE>
(appropriately adjusted for any stock-split, stock dividend or other similar
event).
10. Termination of Employment. An Employe whose employment with the
Employers is terminated prior to December 31, 1994 for any reason other than
death or retirement under the pension plan of any one of the Employers shall not
be entitled to any payment under the Plan.
11. Rights as a Stockholder. No Employe shall have any rights as a
stockholder of the Company with respect to any shares of Common Stock that may
be payable hereunder unless and until such shares shall have been issued to such
Employe or otherwise credited to an account for the benefit of such Employe.
12. Additional Terms and Conditions of Award.
12.1 Nontransferability of Award. In accordance with Section 13.5 of
the Plan, no Award or other related benefit may, except as otherwise
specifically provided by the Plan or by law, be transferable in any manner other
than by will or the laws of descent and distribution, and any attempt to
transfer any such Award or other benefit shall be void; provided, however, that
the foregoing shall not restrict the ability of any Employe to transfer any cash
or Common Stock received as part of the Payment Amount. In accordance with
Section 13.5 of the Plan, Awards or other benefits payable under Awards shall
not in any manner be subject to the debts, contracts, liabilities, engagements
or torts of any person who shall be entitled to such Award or benefits, nor
shall they be subject to attachment or legal process for or against such person.
12.2. Withholding Taxes. As a condition precedent to the delivery to
the Employe of cash or Common Stock hereunder and in accordance with Section
13.4 of the Plan, the Company may deduct from any amount (including any Payment
Amount) payable then or thereafter payable by the Company to the Employe, or may
request the Employe to pay to the Company in cash, such amount as the Company
may be required, under all applicable federal, state, local or other laws or
regulations, to withhold and pay over with respect to the Award.
12.3 Compliance with Applicable Law. Each Award is subject to the
condition that if the listing, registration or qualification of the shares of
Common Stock subject to the Award upon any securities exchange or under any law,
or the consent or approval of any governmental body, or the taking of any other
action is necessary or desirable as a condition of, or in connection with, the
vesting or delivery of such shares hereunder, such shares may not be delivered,
in whole or in part, unless such listing, registration, qualification, consent
or approval shall have been effected or obtained.
-4-
<PAGE>
12.4. Award Subject to the Plan. This Award is subject to the
provisions of the Plan, and shall be interpreted in accordance therewith.
-5-
<PAGE>
Appendix A
----------
[OMITTED]
<PAGE>
Exhibit (10)-19
Commonwealth Edison Company
Form 10-K/A-1 File No. 1-1839
1994 AWARD TO MR. O'CONNOR AND
MR. SKINNER UNDER THE COMMONWEALTH EDISON COMPANY
1993 LONG-TERM INCENTIVE PLAN
-------------------------------------------------
Commonwealth Edison Company, an Illinois corporation (the "Company") hereby
grants to James J. O'Connor and Samuel K. Skinner in accordance with the
provisions of the Commonwealth Edison Company 1993 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 allocated to such level:
<TABLE>
<CAPTION>
Level of Award Cash Stock
- -------------- ---- -----
<S> <C> <C>
Threshold
If earnings per share on the Company's 25% 0%
Common Stock are at least $1.70 per share*
Target
If earnings per share on the Company's
Common Stock are at least $1.80 per share* 30% 20%
Distinguished Level
If earnings per share on the Company's
Common Stock are at least $2.00 per share* 30% 70%
</TABLE>
No Award at any level shall be earned or payable if (i) the amounts
actually incurred by the Company for operations and maintenance and for capital
expenditures for the calendar year 1994 are not at least $90 million less than
the Budgeted Amount or (ii) the Company (or, if the Company becomes a majority
owned subsidiary of another corporation, then such parent corporation) 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 1994.
__________________
* The earnings per share amount shall be adjusted for any stock-split, stock
dividend or other similar event.
<PAGE>
The Company's budgeted operations and maintenance expense for the calendar
year 1994 is $2,099,208,000 and the Company's budgeted capital expenditures for
the calendar year 1994 is $750,000,000 (collectively the "Budgeted Amount").
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"). Base pay for each of Mr. O'Connor and Mr. Skinner shall be his
monthly scheduled rate of pay as of January 1, 1994, multiplied by 12 together
with the income from his Deferred Compensation Units.
The Award is subject to the provisions of Sections 8 through 11.4
(inclusive) of the 1994 Variable Compensation Award for Management Employees
(including employment requirements and timing of payments).
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