EXHIBIT 10.1
FIRST AMENDMENT
TO THE
EMPLOYMENT AGREEMENT
BETWEEN
TXU CORP. AND C. ▇▇▇▇ ▇▇▇▇▇▇
The Employment Agreement, by and between TXU CORP. ("Company") and C. ▇▇▇▇
▇▇▇▇▇▇ ("Executive"), dated as of February 21, 2004, is hereby amended, as of
June 21, 2005, as follows:
1. Section 3.6 is hereby amended to read as follows:
3.6 Annual Long-Term Incentive Compensation Grants. Executive will be
entitled to receive annual performance-based awards under and subject to
the terms of the TXU Long-Term Incentive Compensation Plan or such other
shareholder approved long-term incentive plan of the Company in effect from
time to time ("LTICP") as described in this Section 3.6. Each such award
will be made following, and in connection with, the executive officer
annual review by the Organization & Compensation Committee of Company's
Board of Directors ("O&C Committee"), and will, except as expressly
described herein, be subject to terms, conditions and restrictions
comparable to those contained in awards heretofore granted to executive
officers under the LTICP, or such other terms, conditions and restrictions
as may be approved by the O&C Committee with the concurrence of Executive.
Performance-Based Restricted Stock Awards. In 2004, Executive will be
entitled to receive two "performance-based" restricted stock awards, with a
target of 150,000 shares each, one such award having a two-year performance
period (i.e., April 1, 2004 through March 31, 2006), and the other award
having a three-year performance period (i.e., April 1, 2004 through March
31, 2007). In addition to such awards in 2004, Executive will be entitled
to receive a "performance-based" LTICP award having a target value of
150,000 shares in each of 2005, 2006 and 2007, as well as in each year that
this Agreement is extended beyond the initial five (5) year Term. Subject
to any limitations under the LTICP, Company shall distribute the award
payments simultaneously with the distribution of comparable awards to other
executives of Company after the performance objectives described below are
certified by the O&C Committee to have been achieved, or as provided in
Article 4 hereof. Each such LTICP award shall also earn the cash equivalent
of the dividends paid during the performance period (and during any period
between the end of the performance period and the ultimate distribution)
with respect to the restricted stock (or, for awards made in the form of
performance units, dividends that would have been paid had the performance
units been shares of Company common stock). Such dividends during the
performance period (and during any deferral period) will be reinvested in
Company common stock and shall become additional shares of restricted stock
(or deferred stock), or equivalent performance units, as applicable.
As the following chart illustrates, and notwithstanding any provisions
of the LTICP to the contrary, performance for all Performance-Based
Restricted Stock Awards granted under this Section 3.6 shall be measured by
Company's total shareholder return ("TSR") relative to the other companies
that comprise the Standard and Poors Electric Utilities Index ("SPELEC")
over the performance period. Minimum, target and maximum performance levels
are set in terms of Company's TSR performance against the SPELEC quartiles.
PERFORMANCE Zero Minimum Target 125% of Target 150% of Target Maximum
LEVELS
TSR RANGES 40.99th 41st to 51st to 61st to 71st to 81st
percentile and 50.99th 60.99th 70.99th 80.99th percentile
below percentiles percentiles percentiles percentiles and above
PAYOUTS No payout Interpolate Interpolate Interpolate Interpolate Maximum
between between 100% between 125% between 150% payout (200%
Minimum and of Target and of Target and of Target and of Target)
Target (50% to 125% of Target 150% of Target Maximum (150%
100% of Target) and 200% of
Target
NUMBER OF SHARES 0 75,000 to 150,000 to 187,500 to 225,000 to 300,000
(150,000 SHARE 149,999 187,499 224,999 299,999
TARGET)
EXCLUDING
REINVESTED
DIVIDENDS
Except as provided in Section 4.3, once such awards have been granted,
they shall be paid in full at the end of the performance period based on
actual performance regardless of whether Executive's employment has
previously terminated. In the event Executive's employment with Company
terminates prior to any of the above-described awards being granted to
Executive, such awards shall be subject to the provisions of Article 4
herein. With respect to LTICP awards granted or payable in Company stock,
except as provided in the next succeeding sentence, in the event that
Company is unable, for any reason, to grant such awards in stock, or
distribute shares of stock upon the maturity of such award, at one or more
of the above-referenced times, Executive will be entitled to receive an
award in cash equal in value to the applicable award provided for above.
Notwithstanding any other provision of this Agreement, in the event that
the Company is unable to make distributions under limitations provided
under the LTICP at one or more of the above-referenced times, the
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distributions of shares above the limitation shall automatically be
deferred, and Executive (or his estate) shall receive such distributions on
the April 1st following the calendar year in which the Executive ceases to
be employed by the Company (or such later date as required to comply with
the requirements of Section 409A of the Internal Revenue Code).
Company shall, if Executive so requests, satisfy any income tax
withholding obligations in respect of the payment of any amounts under the
LTICP by withholding shares or cash otherwise issuable to Executive.
2. Section 4.2(iv) is hereby amended to delete the final three sentences
thereof (deleting all references to previously ungranted Performance-Based
Restricted Stock Awards) so that it reads as follows:
All outstanding Performance-Based Restricted Stock Awards shall be
paid at the times and in the amounts and subject to the terms and
conditions of such awards.
3. In all other respects, the Agreement shall remain in full force and
effect.
TXU CORP.
By:/s/ ▇.▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇
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▇.▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇
Chair of the Organization and
Compensation Committee
C. ▇▇▇▇ ▇▇▇▇▇▇
/s/ C. ▇▇▇▇ ▇▇▇▇▇▇
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