Exhibit 10.1.1
PERFORMANCE UNIT AWARD AGREEMENT
THIS PERFORMANCE UNIT AWARD AGREEMENT ("Agreement") is made and entered
effective as of the __ day of _______, 200_, by and between TXU CORP., a Texas
corporation ("Company"), and ________ ("Participant").
WHEREAS, the Company has adopted the TXU Long-Term Incentive Compensation
Plan ("Plan"), the purpose of which is to assist the Company in attracting,
retaining and motivating executive officers and other key employees essential to
the success of the Company through performance-related incentives linked to
long-range performance goals; and
WHEREAS, the Plan provides for various types of stock-based incentive
compensation awards to be made to Key Employees of the Company and its
Subsidiaries, all as determined in the sole discretion of the Organization and
Compensation Committee of the Board of Directors of the Company ("Committee"),
which administers the Plan; and
WHEREAS, in accordance with the provisions of the Plan, the Committee has
designated Participant as a Key Employee under the Plan and desires to award
Participant performance units payable in cash but valued on the basis of Company
common stock as described herein ("Performance Units") in order to carry out the
intent and purposes of the Plan all as set forth herein; and
WHEREAS, this Agreement constitutes part of a prospectus covering the
Performance Units which are being awarded hereunder, where Company common stock
constituting the value of the Award has been registered under the Securities Act
of 1933.
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. Award of Performance Units. The Company hereby awards to Participant
[[Award]] Performance Units, each such Performance Unit having a value equal to
one share of the Company's common stock, without par value, pursuant to the
terms and subject to the conditions and restrictions set forth herein.
2. Performance Period and Adjustment of Number of Performance Units.
(a) During the period commencing ___________ and ending ___________
("Performance Period"), the Company's financial performance, measured in terms
of total shareholder return, shall be compared to, and measured against, the
performance of other companies within a peer group consisting of the Standard &
Poor's 500 Electric Utilities Index ("Peer Group"). Upon the expiration of the
Performance Period, the Committee will compare the Company's total shareholder
return with the total shareholder return of the companies within the Peer Group
and determine the Company's percentile ranking within the Peer Group during the
Performance Period. The Company will also set minimum, target and maximum
performance levels in terms of the Company's total shareholder return as
compared to total shareholder return of the companies within the Peer Group.
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Exhibit 10.1.1
(b) Based on the Company's performance within the Peer Group during
the Performance Period, the number of Performance Units shall be adjusted in
accordance with the methodology set forth below. For purposes of this Agreement,
the term Performance Units will include such adjusted number of Performance
Units.
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PERFORMANCE TOTAL SHAREHOLDER
LEVELS RETURN RANGES INITIAL NUMBER OF PERFORMANCE UNITS ADJUSTED BY THE FOLLOWING:
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Maximum 81st Percentile & Above Maximum payout (200% of Target)
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150% of Target 71st - 80.99th Percentiles Interpolate between 150% of Target & Maximum (150% & 200% of Target)
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125% of Target 61st - 70.99th Percentiles Interpolate between 125% of Target & 150% of Target
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Target 51st - 60.99th Percentiles Interpolate between 100% of Target & 125% of Target
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Minimum 41st - 50.99th Percentiles Interpolate between Minimum & Target (50% to 100% of Target)
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Zero 40.99th Percentile & Below No payout
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3. Vesting, Valuation and Payment of Award.
(a) The Performance Units, as adjusted in accordance with the
provisions of Section 2(b) above, shall become vested upon the expiration of the
Performance Period, and shall be valued as of the date of the Committee's
determination of the Company's performance within the Peer Group during the
Performance Period ("Valuation Date"), at which time the adjustment described in
Section 2(b) shall be made. In calculating the value of the Award, each
Performance Unit will equal the value of the closing price of one (1) share of
Company common stock on the Valuation Date.
(b) The value of the Award, as valued in accordance with the
provisions of Section 3(a) above, shall be paid to Participant in cash as soon
as reasonably practical following the Valuation Date.
4. Forfeiture of Performance Units Under Certain Circumstances.
(a) Cessation of Employment During Performance Period for Reasons
Other Than Death or Disability. If the Participant shall, at any time during the
Performance Period, cease to be an employee of the Company or a Subsidiary for
any reason whatsoever other than Participant's death or total disability, all
Performance Units shall immediately be forfeited by Participant. Upon the
forfeiture of the Performance Units, the Participant shall have no further
right, title or interest in or to the Performance Units so forfeited, and the
forfeited Performance Units shall become available for subsequent Awards under
the Plan.
(b) No Forfeiture Upon Cessation of Employment Due to Death or
Disability. If, during the Performance Period, the Participant shall cease to be
an employee of the Company or a Subsidiary due to Participant's death or total
disability, the Performance Units shall not be forfeited and shall vest and be
distributed at the time and in the amount provided for under Section 3 hereof.
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Exhibit 10.1.1
5. Nontransferability. No right of the Participant hereunder may be sold,
transferred, pledged, assigned or otherwise alienated, hypothecated or disposed
of and any attempt to effect any such sale, transfer, pledge, assignment or
disposition shall be null and void and of no force or effect whatsoever.
6. Dividends. If and when dividends are paid on Company common stock, the
number of Performance Units covered by the Award will be increased by: (a) in
the case of a dividend paid in cash, the number of full and fractional shares of
Company common stock which could have been purchased with the amount of the
dividend that would have been paid had each Performance Unit been one (1) share
of Company common stock and as if the Performance Units had been invested in the
TXU Direct Stock Purchase and Dividend Reinvestment Plan; or (b) in the case of
a dividend paid in stock, the number of full and fractional shares of Company
common stock which would have been distributed in connection with such dividend
had each Performance Unit been one (1) share of Company common stock.
7. Capital Adjustments. The number of Performance Units covered by this
Award shall be subject to adjustment, if any, as the Committee deems appropriate
upon the occurrence of certain events and in the manner as described in Section
5.4 of the Plan.
8. No Right to Employment. Neither this Agreement, nor the Award of the
Performance Units provided for herein, shall be construed as giving Participant
any right of employment or continued employment with the Company or any
affiliated entity of the Company.
9. Withholding. Participant understands and agrees that the Company shall
have the right to deduct or withhold any taxes required by law to be withheld in
connection with the Award provided for herein.
10. Subject to Plan. The Award of the Performance Units and this Agreement
are subject to all of the terms and conditions of the Plan (as the Plan may be
amended from time to time). In the event of any conflict between the terms and
conditions of the Plan and those set forth herein, the terms and conditions of
the Plan shall control.
11. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED, CONSTRUED,
INTERPRETED AND ADMINISTERED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.
12. Severability. In the event any provision of this Agreement shall be
held invalid, illegal or unenforceable, in whole or in part, for any reason,
such determination shall not affect the validity, legality or enforceability of
any remaining provision or portion of provision, which shall remain in full
force and effect as if this Agreement had not contained the invalid, illegal or
unenforceable provision or portion.
13. Amendment. The Committee shall have the right at any time and from
time to time, without the approval or consent of Participant, to amend this
Agreement if additions and/or changes are made to the Internal Revenue Code of
1986, as amended, any federal or state securities law, or other law or
regulation applicable to the Award provided for herein. The Committee shall have
the right at any time, and from time to time, to amend this Agreement for any
other reason with the consent of Participant.
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Exhibit 10.1.1
14. Award Not Benefit Eligible. Participant understands and agrees that
the Award of Performance Units shall be considered as extraordinary, special
incentive compensation and will not be included as "earnings," "wages," "salary"
or "compensation" in any pension, welfare, life insurance, or other employee
benefit plan or arrangement of the Company.
15. Notices. Any notice required or permitted hereunder shall be given in
writing and shall be deemed effectively given upon personal delivery or upon
deposit in the United States Post Office, by registered or certified mail, with
postage and fees prepaid, addressed to the other party hereto at the address
shown opposite his/her signature below or at such other address as such party
may designate by not less than five (5) days' advance written notice to the
other party hereto.
16. Further Assurances. The parties agree to execute such further
instruments and to take such further action as may reasonably be necessary to
carry out the intent of this Agreement.
17. Entire Agreement. This Agreement constitutes the entire agreement of
the parties with respect to the subject matter hereof.
18. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors, heirs, executors,
administrators, guardians and personal representatives. Nothing in this
Agreement shall be construed to give any person or entity other than the parties
hereto and their respective successors any legal or equitable right, remedy or
claim under this Agreement.
19. Capitalized Terms. Unless otherwise defined herein, each of the
capitalized terms used herein shall have the meaning given to such term in the
Plan.
20. Headings. Headings of the several sections of this Agreement are
inserted for convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the day and year first above written.
TXU CORP.
Address: By:____________________________________
0000 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Corporate Secretary
PARTICIPANT
Address: _______________________________________
_____________________________
_____________________________
_____________________________
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