means on any given date, an amount equal to the product of 2.0 (2.5 in respect of Fiscal Years 2016 and 2017) times the approximately $7.5 billion value of the equity in Oncor Holdings held by EFH on the Closing Date. Section 5 or 6 of the Management Stockholder’s Agreement, the Participant may not exercise the vested SARs to any extent after the first to occur of the following events: (i) The tenth anniversary of the date of grant; (ii) The later of (x) the first anniversary of the date of the Participant’s termination of employment with the Company and all Service Recipients and (y) ninety (90) days after the date such vested SARs become The Oncor Electric Delivery Company LLC Stock Appreciation Rights Plan (the “Plan”) is designed: (a) to promote the long term financial interests and growth of Oncor Electric Delivery Company LLC (the “Company”, an indirect subsidiary of the Change in Control, such SARs shall terminate and be of no further force and effect. DALLAS, Feb. 25, 2021 /PRNewswire/ -- Oncor Electric Delivery Company LLC today reported twelve months ended December 31, 2020 net income of $713 million compared to reported twelve months... | February 25, 2021 All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon all Holdings”), or the Company to a person (or group of persons acting in concert) who is not an Affiliate of any member of the Sponsor Group; (ii) a merger, recapitalization or other sale by EFH, any member of the Sponsor Group or their below: “Affiliate” means with respect to any Person, any entity directly or indirectly controlling, controlled by Oncor Electric Delivery Company LLC ("Oncor") today reported three months ended June 30, 2020 net income of $176 million compared to net … to the extent determined by the Committee to be permitted under Section 409A of the Code, but shall not be obligated to: (i) cancel such Awards for fair value (as determined in the sole discretion of the Committee), which shall equal the SECTION 4. Fiscal Year 2011 or 2012. shall be governed by and construed in accordance with the laws of the State of Texas applicable therein. The Committee may from time to time make Awards under the Plan to such Employees, or other Energy Future Holdings Corp., “EFH”) by attracting and retaining management and other personnel and key service providers, and motivating such personnel by means of growth-related incentives to achieve long-range goals; and. Definitions. oncor electric delivery company llc stock - Warren Buffett loses Oncor Electric Delivery to Sempra’s $9.4B offer. “Oncor Closing Date” means the DALLAS, Oct. 29, 2018 /PRNewswire/ -- Oncor Electric Delivery Company LLC ("Oncor") announced today the commencement of a private offer to exchange … “Participant” means any individual designated in Section 4 as being eligible for an Award, and selected by the Committee, Customer Base SAN DIEGO and DALLAS, March 9, 2018 /PRNewswire/ -- Sempra Energy (NYSE: SRE) today completed its $9.45 billion acquisition of Energy Future Holdings Corp. (EFH), including EFH's approximate 80-percent indirect ownership interest in Oncor Electric Delivery Company LLC (Oncor… consistent with this Plan, provided that any amendment (i) that materially disadvantages the Participant shall not be effective, unless and until the Participant has consented thereto in writing and (ii) that disadvantages the Participant the Company equally); (ii) a transfer of the Participant’s primary workplace by more than thirty-five (35) miles from the current workplace; (iii) a substantial and sustained adverse change in the Participant’s duties and Sep 21, 2020, 22:34 ET. The terms, conditions and EFH, the Company, an IPO Vehicle or any of their Subsidiaries or otherwise solicit such customers or clients to compete with any business of EFH, the Company, an IPO Vehicle or any of their Subsidiaries, or (B) solicit or offer employment to of the high and low closing bid prices of Units (or any successor common equity of an IPO Vehicle), as applicable, on such stock exchange on which the shares are principally trading on the date in question, or, if there were no sales on such date, Oncor Return and Oncor IRR shall be recalculated upon each direct or indirect disposition of such Marketable Securities by the Sponsor Group for cash, discounting the cash received to determine its present value at the time of the Measurement Date. DALLAS, Oct. 29, 2018 /PRNewswire/ -- Oncor Electric Delivery Company LLC ("Oncor") announced today the commencement of a private offer to exchange any and all of its outstanding 7% Debentures due 2022 (the "Old Notes") held by Eligible Holders (as defined below) for a new series of 5.75% Senior Secured Notes due 2029 (the "New Notes") as described below. Oncor To Release First Quarter 2020 Results May 4 PR Newswire DALLAS, April 20, 2020 DALLAS, April 20, 2020 /PRNewswire/ -- Oncor Electric Delivery Company LLC ('Oncor') plans to … (c) In the event that Participant engages in activity giving rise to a breach of any of the provisions of Sections 6(a)(ii) or 6(a)(iii), entitled in such EFH Realization Event to realize liquidity in respect of their EFH Common Stock held on the Oncor Closing Date or (2) EFH realizes liquidity in such EFH Realization Event in respect of the equity in Oncor Holdings held by EFH Confidential Information; Covenant Not to Compete; Covenant Not to Solicit. the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance. Purpose. Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) until the date Participation Agreement” means that certain sale participation agreement entered into by and between the Participant and Oncor Holdings. Sempra South American Utilities, Sempra North American Infrastructure, Sempra LNG, Sempra Renewables, Sempra Mexico, Sempra Texas Utility, Oncor Electric Delivery Company LLC (Oncor) and Infraestructura Energética Nova, S.A.B. successor common equity of an IPO Vehicle) on the date of determination as calculated pursuant to the following provisions: (i) if there is a public market for Units (or any successor common equity of an IPO Vehicle) on such date, the average (e) Governing Law. Company if each of the corporations or other entities, or group of commonly controlled corporations or other entities, other than the last corporation or other entity in the unbroken chain then owns stock or other stock interests possessing 50% or Public Offering” means a firm underwritten public offering of Units (or any successor common equity of an IPO Vehicle) (as applicable, the “Subject Stock”) (or series of related offerings) pursuant to an effective registration time of the Measurement Date without regard to the value of such Marketable Securities so received and such resulting Oncor Return and Oncor IRR shall be used to determine vesting of Units subject to Performance SARs in accordance with The Plan shall be effective on the Oncor Closing Date and shall terminate upon the later of (x) the tenth anniversary of the Oncor Closing Date or (y) such other date determined by the Oncor Venue. “EFH Oncor Electric Delivery Company LLC transmits and distributes electricity. after the Participant gives the Company written notice of any such event set forth above, shall not constitute Good Reason. respect to any violation of provisions of Section 6(a)(ii)). Oncor Electric Delivery Company's CEO is Allen Nye. Oncor Electric Delivery Company LLC is a regulated electric T&D utility serving the greater Dallas and Fort Worth regions. Two types of SARs may be granted under the SARs Plan. Oncor Electric Delivery, often just referred to as Oncor, is a Texas investor-owned electricity utility company based in Dallas, Texas. “Oncor Board” means the Board of Directors of the Company. EBITDA Target shall nevertheless vest at the end of either of the two immediately subsequent Fiscal Years if the applicable two- or three-year. Oncor Electric Delivery serves customers in the State of Texas. ending on the Permissible Payment Event or, if earlier, the date the Participant exercised the SARs. Oncor Electric Delivery Company LLC, which is indirectly majority-owned by Sempra Energy, operates an innovative and advanced electricity transmission and distribution network. any reference to Oncor Holdings for the purposes of interpreting the termination or applicability of any puts, calls or release from transfer restrictions upon Transfers of Units and (z) clause (i) above shall be deemed not to include any read in such a way as to further restrict and not to permit any more extensive use or disclosure of Confidential Information. Including Oncor’s debt, the enterprise value of Sempra's proposed offer for Oncor is $18.8 billion. Oncor is one of the deregulated electricity market areas in Texas. payment (except as otherwise provided in Section 5(f)(i) hereof) equal to the increase in the Fair Market Value on the date of exercise of one Unit over the Base Price of such Unit. “Marketable Securities” means (i) prior to a public offering, the equity “Competing Business” means any business that directly or indirectly competes, at the relevant determination date, with one or more of the businesses of EFH, the Company, an IPO Vehicle or their Subsidiaries in any geographic area hereof; or. Participant, his or her Plan Account shall be credited with a number of SARs, which number of SARs shall be determined at the discretion of the Committee at the time of grant of such Award. Amounts shall be credited under this paragraph only to the extent such cash dividends are declared during the period beginning on the date the SARS are granted and (d) No Right to Employment. (b) limitations of each Award shall be set forth in the Award Letter, consistent with the terms of the Plan. “Change in Control” means, in one or a series of related transactions, (i) the sale of all or substantially all of the consolidated assets or capital stock of EFH, Oncor Electric Delivery Holdings Company LLC (“Oncor the Company or any other Service Recipient who, in the opinion of the Committee, is, or is expected to have involvement in the management, growth or protection of some part or all of the business of the Company or any other Service Recipient. No Rights to Awards. The Committee, the Company, and the officers and Committee, in good faith, in accordance with the preceding sentence shall be final and binding upon holders of Awards and upon the Company. “Retirement” means the Participant’s retirement at age 55 or over after having been employed by EFH, the Company, an IPO Vehicle or any of their Subsidiaries for at least ten (10) consecutive years than an action under Section 7, 8 or 9(c) hereof, may be taken which would, without shareholder approval, decrease the price of outstanding Awards or change the requirements relating to the Committee. Participants, the Company and all other interested persons. This design will be considered Iterative Design #1. exercisable, if the Participant’s employment is terminated by reason of death or Disability; (iii) Immediately upon the date of a later of (x) the date such vested SARs become exercisable and (y) date of a Participant’s resignation from employment with the Company and all Service Recipients without Good Reason (except due to death or Disability); (v) One hundred and eighty (180) days after the date of: (A) a Participant’s resignation from employment with the Company and all Service DALLAS, Nov. 5, 2020 /PRNewswire/ -- Oncor Electric Delivery Company LLC ("Oncor") today reported three months ended September 30, 2020 net income of $258 million compared to net income of $263 million in the third quarter of 2019. (b) Establishment of Plan Account. Competing Business in Texas or any other geographic area in which the Company, Oncor Holdings or any of their Subsidiaries operates or conducts business; or. Any such interpretations, rules, and administration shall be consistent with the basic purposes of the Plan. To the extent permitted under applicable tax laws, Participants will receive a cash dividend equivalent payment sufficient to satisfy any minimum withholding taxes associated with accordance with Section 5(c)(ii) above until the time at which the Oncor Board certifies the financial statements for the Company for the Fiscal Year immediately preceding the Fiscal Year in which, or for the Fiscal Year in which, termination Oncor Electric Delivery in Texas : About & Oncore customer service number. securities are sold for cash in accordance with the terms of the Plan. provided to the Participant). (iv) Notwithstanding the foregoing, the Board or the Committee reserves the right to accelerate vesting and exercisability of a Participant’s award Executive Change in Control Policy Effective February 15, 2011 . (g) No Trust or Fund Created. Form of Awards. Civil Action . (including without limitation, accelerating or waiving any vesting conditions). As used in the Plan, the following terms shall have the meanings set forth program) or other similar transaction or occurrence which affects the equity securities of the Company or the value thereof, the Committee shall (i) adjust the number and kind of shares subject to the Plan and available for or covered by “Qualified by law or judicial process; (ii) at any time during Participant’s employment with the Company or any other Vehicle or any of their Subsidiaries and for a period of twelve months thereafter, directly or indirectly (A) solicit customers or clients of EFH, the Company, an IPO Vehicle or any of their Subsidiaries to terminate their relationship with of the Participant, or the plea of guilty or nolo contendere by Participant to, a felony or a misdemeanor involving moral turpitude. (b) The Oncor Board may amend, suspend or terminate the Plan, except that no such action, other All Rights Reserved. Service Recipient and for a period of twelve months thereafter (the “Non-Compete Period”), directly or indirectly, act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any A Participant shall not be vested in any Award by reason of (i) Unless otherwise set forth in the Award Letter, so long as the Participant continues to be employed by the Company or any other Service Recipients, the SARs shall become vested (but not exercisable) pursuant to the following schedules: Performance SARs. Notwithstanding anything herein to the contrary, (i) if at the time of the Participant’s termination of employment with any Service Recipient the Participant is a “specified employee” as defined in Section 409A of ‎Download apps by Oncor Electric Delivery Company LLC, including MyOncor and Damage Patrol. SECTION 2. reduction in the Participant’s base salary or the Participant’s annual incentive compensation opportunity (other than a general reduction in base salary or annual incentive compensation opportunities that affects all salaried employees of of Units (or any successor common equity of an IPO Vehicle) or SARs, as applicable, in excess of any illiquidity discount applicable to Units (or any successor common equity of an IPO Vehicle), generally. (i) Any Award not previously forfeited shall entitle the Participant, upon the valid exercise of the Award in respect of exercisable SARs, to receive a cash payment equal to the product of (A) the difference Awards, (ii) adjust the share prices related to outstanding Awards, and/or (iii) take such other action (including, without limitation providing for payment of a cash amount to holders of outstanding Awards), in each case as is reasonably (c) This Plan is intended to comply with Section 409A of the Code and will be interpreted in a manner intended to comply with Section 409A of Section 5(c)(ii)(C) above; and (2) if the Oncor Return and/or Oncor IRR as calculated in (1) above do not result in 100% vesting of the outstanding exercisable Units subject to such SARs immediately prior to the Measurement Date, carrying out his or her duties to the Company, Participant engages in conduct that constitutes (a) a breach of his or her fiduciary duty to the Company, its Subsidiaries or its shareholders (including, without limitation a breach or attempted distributed on the earliest to occur of death, disability, separation from service, unforeseeable emergency or a change in control, in each case as defined in the final regulations under Section 409A issued by the Internal Revenue Service Goldman, Sachs & Co. “Stock Appreciation Right” or “SAR” means the right to receive a cash Because Participant’s services are unique and because Participant has had access to Confidential Information, the parties hereto agree that money damages will be an inadequate remedy for any breach of this Agreement (except with The Committee shall have the power and authority to administer, construe and interpret the Plan, to make rules for carrying it out, to make changes in such rules and to waive any terms or conditions of an Award New York, February 27, 2012 -- Moody's Investors Service changed the rating outlook for Oncor Electric Delivery Company LLC (Oncor) to negative from stable and affirmed the company… or failure to safeguard in violation of Section 6. “Employee” means a person, including an officer, in the regular employment of In 2018, Sempra Energyacquired a majority stake in Oncor for US$9.45 billi… having SARs credited to his or her Plan Account unless the vesting conditions as set forth in Section 5(c) of this Plan and vesting conditions set forth in the Participant’s Award Letter are deemed satisfied by the Committee. Subject to the preceding sentence, Participant shall not, directly or indirectly: (i) at any time during or after Participant’s employment with the Company, Oncor Holdings or any other Service Recipient, Only "example" cases are shown here, for full list contact Shawn Miller . For the avoidance of doubt, any calculation of Oncor IRR will take into account cash dividends or other cash distributions paid on such When you live in the Oncor territory, you must select a retail electricity provider (REP). Oncor Electric Delivery Faces Wrongful Death Lawsuit Over Blackout Preparation, Response Lawsuit: Central Texas man endured deadly cold temperatures, had hypothermia, severe frostbite when found unresponsive in his home DALLAS, TX, UNITED STATES, March 4, 2021 /⁨EINPresswire.com⁩/ -- North Texas electricity provider Oncor Electric Delivery … Oncor Electric Delivery Company LLC -- Moody's announces completion of a periodic review of ratings of Sempra Energy “Oncor Return” 1616 Woodall Rodgers Freeway Realization Event” means any transaction or completion of a series of transactions that results, directly or indirectly, in (1) the EFH Management Stockholders being entitled to realize in respect of their EFH Common Stock, cash and/or responsibilities; or (iv) a material breach by the Company of this Agreement; provided, however, that any isolated, insubstantial and inadvertent failure by the Company that is not in bad faith and is cured within ten (10) business days If such recalculated Oncor IRR and/or Oncor Return would have resulted in 100% vesting of all Units subject to Performance SARs at the time of the Measurement Date, then all such SARs shall immediately vest; provided, however, that any Participant in the form of publicly traded securities, no portion of such excess may be taken into account in determining the Oncor Return or Oncor IRR until such (iii) In the event that the Sponsor Group receives Marketable Securities in an event Affiliates, to a person (or group of persons acting in concert) of EFH Common Stock that results in more than 50% of EFH Common Stock (or any resulting company after a merger) being held by a person (or group of persons acting in concert) that does termination of employment between the Participant and the Company or any of its Subsidiaries or Affiliates, or, if there is no such employment or change-in-control agreement, “Good Reason” means, with respect to a Participant: (i) a Case. ONCOR Stock Quote Volume Open Day's Low Day's High 52 Wk Low 52 Wk High Bid Ask EPS PE Ratio Shares Market Cap Dividend Ex-Div Date Yield 1 day 5 … substantially all of the Participant’s work with such service provider related to such entity.
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