Exhibit 10.1.3
ADDENDUM
TO
PERFORMANCE UNIT AWARD AGREEMENT
This Addendum to Performance Unit Agreement is made and entered into as of
this __ day of _________, ____, by and between TXU Corp., a Texas Corporation
("Company"), and ______________("Participant").
WHEREAS, the Company and Participant entered into that certain Performance
Unit Award Agreement dated as of ____________, ("LTIP Agreement") evidencing an
award ("Award") to Participant under the TXU Long-Term Incentive Compensation
Plan ("Plan"); and
WHEREAS, the Company and Participant have also entered into that certain
Employment Agreement dated as of ______________, which provides, among other
things, that, in the event of Participant's termination of employment under
particular circumstances provided for in the Employment Agreement, the Award
shall not forfeit and shall be paid at the time and in the amount provided for,
and subject to the terms and conditions of, the Employment Agreement; and
WHEREAS, the Company and Participant desire to enter into this Addendum in
order to amend Section 4 of the LTIP Agreement relating to the forfeiture of the
Award in order to coordinate and assure consistency with the terms of the
Employment Agreement.
NOW, THEREFORE, in consideration of the covenants herein set forth and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
1. Forfeiture of Award. Section 4 of the LTIP Agreement is hereby amended
to provide for the forfeiture of the Award, or its continued effectiveness,
following Participant's termination of employment so as to be consistent with
the relevant provisions of the Employment Agreement. As amended, Section 4 of
the LTIP Agreement shall be and read in full as follows:
"4. Forfeiture of Performance Units Under Certain Circumstances.
(a) Forfeiture Upon Termination of Employment under Certain
Circumstances. If Participant's employment with the Company shall, at
any time during the Performance Period, be terminated by the Company
for Cause (as defined in that certain Employment Agreement between the
Company and Participant dated as of ______________, ("Employment
Agreement")) or by Participant without Good Reason (as defined in the
Employment Agreement), this Award and all Performance Units covered
hereunder shall immediately be forfeited by Participant. Upon such
forfeiture, Participant shall have no further right, title or interest
in or to this Award or any Performance Units.
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Exhibit 10.1.3
(b) Continuation Following Termination of Employment Under
Certain Circumstances. If Participant's employment with the Company
shall, at any time during the Performance Period, be terminated: (i)
as a result of the expiration of the Term of the Employment Agreement;
(ii) by the Company without Cause or by Participant for Good Reason;
(iii) upon Participant's death or Disability (as defined in the
Employment Agreement); or (iv) by the Company (or its successor)
without Cause or by Executive for Good Reason in either case within
twenty-four (24) months following a Change in Control (as defined in
the Employment Agreement), this Award shall not forfeit and shall be
paid at the time and in the amount provided for in, and subject to the
terms and conditions of, this Agreement.
(c) Consistency With Terms of Employment Agreement. The terms of
this Section 4 are intended to be consistent with the terms of the
Employment Agreement regarding the forfeiture or the continuation of
this Award under the various circumstances described in the Employment
Agreement, and this Section 4 shall be so construed."
2. Remainder of LTIP Agreement in Full Force and Effect. Except as
expressly amended by the terms of this Addendum, the LTIP Agreement shall remain
in full force and effect in accordance with its terms.
IN WITNESS WHEREOF, the parties have executed this Addendum effective as of
the date first set forth above.
TXU CORP.
By: _________________________
PARTICIPANT
_____________________________
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