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Pepco Holdings LLC, et al. – ‘10-K’ for 12/31/14 – ‘EX-10.21.2’

On:  Thursday, 2/26/15, at 6:40pm ET   ·   As of:  2/27/15   ·   For:  12/31/14   ·   Accession #:  1193125-15-66324   ·   File #s:  1-01072, 1-01405, 1-03559, 1-31403

Previous ‘10-K’:  ‘10-K’ on 2/28/14 for 12/31/13   ·   Next:  ‘10-K/A’ on 4/24/15 for 12/31/14   ·   Latest:  ‘10-K’ on 2/21/24 for 12/31/23

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/27/15  Pepco Holdings LLC                10-K       12/31/14  176:38M                                    Donnelley … Solutions/FA
          Atlantic City Electric Co
          Delmarva Power & Light Co/DE
          Potomac Electric Power Co

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   3.18M 
37: 10-K        Courtesy Copy -- d828307d10k1                        PDF   2.59M 
 2: EX-4.4      Instrument Defining the Rights of Security Holders  HTML    163K 
 3: EX-10.14    Material Contract                                   HTML    103K 
 4: EX-10.19.1  Material Contract                                   HTML     58K 
 5: EX-10.21.2  Material Contract                                   HTML     58K 
 6: EX-10.42    Material Contract                                   HTML     94K 
 7: EX-10.44    Material Contract                                   HTML    125K 
 8: EX-10.51    Material Contract                                   HTML     74K 
13: EX-21       Subsidiaries List                                   HTML     62K 
14: EX-23.1     Consent of Experts or Counsel                       HTML     53K 
15: EX-23.2     Consent of Experts or Counsel                       HTML     52K 
16: EX-23.3     Consent of Experts or Counsel                       HTML     52K 
17: EX-23.4     Consent of Experts or Counsel                       HTML     52K 
30: EX-99       Miscellaneous Exhibit                               HTML     65K 
 9: EX-12.1     Statement re: Computation of Ratios                 HTML     73K 
10: EX-12.2     Statement re: Computation of Ratios                 HTML     72K 
11: EX-12.3     Statement re: Computation of Ratios                 HTML     72K 
12: EX-12.4     Statement re: Computation of Ratios                 HTML     72K 
18: EX-31.1     Certification -- §302 - SOA'02                      HTML     58K 
19: EX-31.2     Certification -- §302 - SOA'02                      HTML     58K 
20: EX-31.3     Certification -- §302 - SOA'02                      HTML     58K 
21: EX-31.4     Certification -- §302 - SOA'02                      HTML     58K 
22: EX-31.5     Certification -- §302 - SOA'02                      HTML     58K 
23: EX-31.6     Certification -- §302 - SOA'02                      HTML     58K 
24: EX-31.7     Certification -- §302 - SOA'02                      HTML     58K 
25: EX-31.8     Certification -- §302 - SOA'02                      HTML     58K 
26: EX-32.1     Certification -- §906 - SOA'02                      HTML     55K 
27: EX-32.2     Certification -- §906 - SOA'02                      HTML     55K 
28: EX-32.3     Certification -- §906 - SOA'02                      HTML     55K 
29: EX-32.4     Certification -- §906 - SOA'02                      HTML     55K 
126: R1          Document and Entity Information                     HTML    102K  
98: R2          Consolidated Statements of Income (Loss)            HTML    252K 
118: R3          Consolidated Statements of Comprehensive Income     HTML     87K  
                (Loss)                                                           
131: R4          Consolidated Balance Sheets                         HTML    389K  
161: R5          Consolidated Balance Sheets (Parenthetical)         HTML     94K  
103: R6          Consolidated Statements of Cash Flows               HTML    364K  
117: R7          Consolidated Statements of Cash Flows               HTML     64K  
                (Parenthetical)                                                  
90: R8          Consolidated Statements of Equity                   HTML    226K 
77: R9          Consolidated Statements of Equity (Parenthetical)   HTML     61K 
163: R10         Organization                                        HTML    113K  
133: R11         Significant Accounting Policies                     HTML    178K  
132: R12         Newly Adopted Accounting Standards                  HTML     71K  
140: R13         Recently Issued Accounting Standards, Not Yet       HTML     74K  
                Adopted                                                          
141: R14         Segment Information                                 HTML    102K  
137: R15         Goodwill                                            HTML     62K  
142: R16         Regulatory Matters                                  HTML    285K  
119: R17         Property, Plant and Equipment                       HTML    140K  
128: R18         Pension and Other Postretirement Benefits           HTML    255K  
135: R19         Debt                                                HTML    240K  
175: R20         Income Taxes                                        HTML    279K  
153: R21         Stock-Based Compensation, Dividend Restrictions,    HTML    125K  
                and Calculations of Earnings Per Share of Common                 
                Stock                                                            
110: R22         Preferred Stock                                     HTML     60K  
134: R23         Derivative Instruments and Hedging Activities       HTML    122K  
114: R24         Fair Value Disclosures                              HTML    297K  
66: R25         Commitments and Contingencies                       HTML    195K 
155: R26         Variable Interest Entities                          HTML     79K  
168: R27         Accumulated Other Comprehensive Loss                HTML     77K  
84: R28         Quarterly Financial Information                     HTML    143K 
83: R29         Discontinued Operations                             HTML     98K 
88: R30         Related Party Transactions                          HTML     86K 
89: R31         Schedule I                                          HTML    149K 
91: R32         Schedule II                                         HTML     89K 
50: R33         Significant Accounting Policies (Policies)          HTML    314K 
151: R34         Significant Accounting Policies (Tables)            HTML     62K  
107: R35         Segment Information (Tables)                        HTML     91K  
111: R36         Regulatory Matters (Tables)                         HTML    110K  
71: R37         Property, Plant and Equipment (Tables)              HTML    129K 
174: R38         Pension and Other Postretirement Benefits (Tables)  HTML    248K  
38: R39         Debt (Tables)                                       HTML    185K 
95: R40         Income Taxes (Tables)                               HTML    251K 
159: R41         Stock-Based Compensation, Dividend Restrictions,    HTML    115K  
                and Calculations of Earnings Per Share of Common                 
                Stock (Tables)                                                   
68: R42         Derivative Instruments and Hedging Activities       HTML    113K 
                (Tables)                                                         
82: R43         Fair Value Disclosures (Tables)                     HTML    278K 
87: R44         Commitments and Contingencies (Tables)              HTML     98K 
99: R45         Accumulated Other Comprehensive Loss (Tables)       HTML     74K 
49: R46         Quarterly Financial Information (Tables)            HTML    140K 
76: R47         Discontinued Operations (Tables)                    HTML     89K 
41: R48         Related Party Transactions (Tables)                 HTML     80K 
157: R49         Organization - Additional Information (Detail)      HTML    193K  
67: R50         Significant Accounting Policies - Additional        HTML    174K 
                Information (Detail)                                             
152: R51         Significant Accounting Policies - Annual            HTML     78K  
                Depreciation Rates (Detail)                                      
72: R52         Segment Information - Segment Financial             HTML    166K 
                Information for Continuing Operations (Detail)                   
96: R53         Segment Information - Segment Financial             HTML    143K 
                Information for Continuing Operations                            
                (Parenthetical) (Detail)                                         
40: R54         Goodwill - Additional Information (Detail)          HTML     63K 
46: R55         Regulatory Matters - Schedule of Regulatory Assets  HTML    184K 
                and Regulatory Liabilities (Detail)                              
86: R56         Regulatory Matters - Additional Information         HTML    521K 
                (Detail)                                                         
57: R57         Regulatory Matters - Schedule of Current Base Rate  HTML     78K 
                Approval to Increase Annual Revenue (Detail)                     
164: R58         Property, Plant and Equipment - Schedule of         HTML    172K  
                Property, Plant and Equipment (Detail)                           
105: R59         Property, Plant and Equipment - Additional          HTML    136K  
                Information (Detail)                                             
138: R60         Property, Plant and Equipment - Capital Lease       HTML     93K  
                Assets Recorded within Property, Plant and                       
                Equipment (Detail)                                               
75: R61         Pension and Other Postretirement Benefits -         HTML    126K 
                Schedule of Changes in Benefit Obligations and                   
                Plan Assets (Detail)                                             
79: R62         Pension and Other Postretirement Benefits -         HTML    172K 
                Additional Information (Detail)                                  
148: R63         Pension and Other Postretirement Benefits -         HTML     98K  
                Amounts Recognized in Consolidated Balance Sheets                
                (Detail)                                                         
143: R64         Pension and Other Postretirement Benefits -         HTML     89K  
                Schedule of Amounts Included in AOCL and                         
                Regulatory Assets (Detail)                                       
109: R65         Pension and Other Postretirement Benefits -         HTML     63K  
                Schedule of Amounts Included in AOCL and                         
                Regulatory Assets (Parenthetical) (Detail)                       
146: R66         Pension and Other Postretirement Benefits -         HTML     90K  
                Changes in Plan Assets and Benefit Obligations                   
                Recognized in AOCL and Regulatory Assets (Detail)                
73: R67         Pension and Other Postretirement Benefits -         HTML     99K 
                Components of Net Periodic Benefit Costs (Detail)                
115: R68         Pension and Other Postretirement Benefits - Split   HTML     71K  
                of Combined Pension and Other Postretirement Net                 
                Periodic Benefit Costs (Detail)                                  
167: R69         Pension and Other Postretirement Benefits -         HTML     81K  
                Weighted Average Assumptions Used to Determine                   
                Benefit Obligations (Detail)                                     
44: R70         Pension and Other Postretirement Benefits -         HTML     65K 
                Summary of Effect of One Percent Change in Assumed               
                Health Care Cost (Detail)                                        
65: R71         Pension and Other Postretirement Benefits -         HTML     83K 
                Weighted Average Assumptions Used to Determine Net               
                Periodic Benefit Costs (Detail)                                  
97: R72         Pension and Other Postretirement Benefits -         HTML     60K 
                Weighted Average Assumptions Used to Determine Net               
                Periodic Benefit Costs (Parenthetical) (Detail)                  
55: R73         Pension and Other Postretirement Benefits -         HTML     96K 
                Summary of Plan Asset Allocations (Detail)                       
173: R74         Pension and Other Postretirement Benefits -         HTML    167K  
                Schedule of Fair Value of Plan Assets (Detail)                   
69: R75         Pension and Other Postretirement Benefits -         HTML     56K 
                Schedule of Fair Value of Plan Assets                            
                (Parenthetical) (Detail)                                         
60: R76         Pension and Other Postretirement Benefits -         HTML    117K 
                Reconciliation of Fair Value Measurements Using                  
                Significant Unobservable Inputs (Detail)                         
64: R77         Pension and Other Postretirement Benefits -         HTML     80K 
                Schedule of Estimated Benefit Payments (Detail)                  
47: R78         Debt - Components of Long-Term Debt (Detail)        HTML    576K 
51: R79         Debt - Additional Information (Detail)              HTML    443K 
129: R80         Debt - Components of Short-Term Debt (Detail)       HTML     81K  
62: R81         Income Taxes - Provision for Consolidated Income    HTML    150K 
                Taxes from Continuing Operations (Detail)                        
165: R82         Income Taxes - Reconciliation of Consolidated       HTML    208K  
                Income Tax Expense from Continuing Operations                    
                (Detail)                                                         
92: R83         Income Taxes - Additional Information (Detail)      HTML    158K 
136: R84         Income Taxes - Components of Consolidated Deferred  HTML    133K  
                Tax Liabilities (Assets) (Detail)                                
145: R85         Income Taxes - Components of Consolidated Deferred  HTML     57K  
                Tax Liabilities (Assets) (Parenthetical) (Detail)                
61: R86         Income Taxes - Reconciliation of Beginning and      HTML    102K 
                Ending Balances of Unrecognized Tax Benefits                     
                (Detail)                                                         
63: R87         Income Taxes - Other Taxes (Detail)                 HTML     91K 
162: R88         Stock-Based Compensation, Dividend Restrictions,    HTML    129K  
                and Calculations of Earnings Per Share of Common                 
                Stock - Additional Information (Detail)                          
56: R89         Stock-Based Compensation, Dividend Restrictions,    HTML    109K 
                and Calculations of Earnings Per Share of Common                 
                Stock - Schedule of Restricted Stock and                         
                Restricted Stock Units (Detail)                                  
130: R90         Stock-Based Compensation, Dividend Restrictions,    HTML     65K  
                and Calculations of Earnings Per Share of Common                 
                Stock - Schedule of Restricted Stock and                         
                Restricted Stock Units (Parenthetical) (Detail)                  
122: R91         Stock-Based Compensation, Dividend Restrictions,    HTML     73K  
                and Calculations of Earnings Per Share of Common                 
                Stock - Weighted Average Grant Date Fair Value Per               
                Share (Detail)                                                   
149: R92         Stock-Based Compensation, Dividend Restrictions,    HTML     67K  
                and Calculations of Earnings Per Share of Common                 
                Stock - Dividends Received from Subsidiaries                     
                (Detail)                                                         
121: R93         Stock-Based Compensation, Dividend Restrictions,    HTML    122K  
                and Calculations of Earnings Per Share of Common                 
                Stock - Calculation of Earnings Per Share of                     
                Common Stock (Detail)                                            
104: R94         Stock-Based Compensation, Dividend Restrictions,    HTML     59K  
                and Calculations of Earnings Per Share of Common                 
                Stock - Calculation of Earnings Per Share of                     
                Common Stock (Parenthetical) (Detail)                            
156: R95         Stock-Based Compensation, Dividend Restrictions,    HTML     69K  
                and Calculations of Earnings Per Share of Common                 
                Stock - Common Stock Reserved and Unissued                       
                (Detail)                                                         
100: R96         Preferred Stock - Additional Information (Detail)   HTML     97K  
70: R97         Derivative Instruments and Hedging Activities -     HTML     89K 
                Fair Values of Derivative Instruments by Balance                 
                Sheet Location (Detail)                                          
112: R98         Derivative Instruments and Hedging Activities -     HTML     63K  
                Schedule of Cash Collateral Offset Against                       
                Derivative Positions (Detail)                                    
106: R99         Derivative Instruments and Hedging Activities -     HTML     65K  
                Cash Flow Hedges Included in Accumulated Other                   
                Comprehensive Loss (Detail)                                      
85: R100        Derivative Instruments and Hedging Activities -     HTML     66K 
                Net Unrealized and Realized Derivative Gains                     
                (Losses) Deferred as Regulatory Liabilities and                  
                Regulatory Assets (Detail)                                       
176: R101        Derivative Instruments and Hedging Activities -     HTML     64K  
                Net Outstanding Commodity Forward Contracts That                 
                Did Not Qualify For Hedge Accounting (Detail)                    
147: R102        Fair Value Disclosures - Fair Value of Financial    HTML    202K  
                Assets and Liabilities Measured on Recurring Basis               
                (Detail)                                                         
120: R103        Fair Value Disclosures - Reconciliations of Fair    HTML    138K  
                Value Measurements Using Significant Unobservable                
                Inputs (Level 3) (Detail)                                        
48: R104        Fair Value Disclosures - Gains on Level 3           HTML     66K 
                Instruments Included in Income (Detail)                          
158: R105        Fair Value Disclosures - Fair Value of Financial    HTML    107K  
                Liabilities Measured on Recurring Basis (Detail)                 
166: R106        Fair Value Disclosures - Fair Value of Financial    HTML     71K  
                Liabilities Measured on Recurring Basis                          
                (Parenthetical) (Detail)                                         
160: R107        Commitments and Contingencies - Retained            HTML     97K  
                Environmental Exposures - Additional Information                 
                (Detail)                                                         
116: R108        Commitments and Contingencies - Schedule of         HTML    119K  
                Accrued Liabilities for Environmental Exposures                  
                (Detail)                                                         
58: R109        Commitments and Contingencies - Environmental       HTML    112K 
                Matters - Additional Information (Detail)                        
139: R110        Commitments and Contingencies - Schedule of         HTML     72K  
                Commitments and Obligations (Detail)                             
74: R111        Commitments and Contingencies - Schedule of         HTML     76K 
                Commitments and Obligations (Parenthetical)                      
                (Detail)                                                         
39: R112        Commitments and Contingencies - Tax Legislation,    HTML    155K 
                Guarantees, Indemnifications, and Performance                    
                Contracts - Additional Information (Detail)                      
102: R113        Variable Interest Entities - Additional             HTML    106K  
                Information (Detail)                                             
94: R114        Accumulated Other Comprehensive Loss - Schedule of  HTML     99K 
                Components of Other Comprehensive Loss (Detail)                  
154: R115        Quarterly Financial Information - Schedule of       HTML    222K  
                Quarterly Financial Information (Detail)                         
78: R116        Quarterly Financial Information - Schedule of       HTML     94K 
                Quarterly Financial Information (Parenthetical)                  
                (Detail)                                                         
170: R117        Discontinued Operations - Income (Loss) from        HTML     69K  
                Discontinued Operations, Net of Income Taxes                     
                (Detail)                                                         
52: R118        Discontinued Operations - Additional Information    HTML    136K 
                (Detail)                                                         
125: R119        Discontinued Operations - Operating Results for     HTML     84K  
                Cross-Border Energy Lease Investments (Detail)                   
144: R120        Discontinued Operations - Operating Results for     HTML     63K  
                Cross-Border Energy Lease Investments                            
                (Parenthetical) (Detail)                                         
42: R121        Discontinued Operations - Operating Results for     HTML     76K 
                Retail Electric and Natural Gas Supply Businesses                
                (Detail)                                                         
123: R122        Discontinued Operations - Operating Results for     HTML     64K  
                Retail Electric and Natural Gas Supply Businesses                
                (Parenthetical) (Detail)                                         
113: R123        Discontinued Operations - Derivative Gain (Loss)    HTML     64K  
                for Retail Electric and Natural Gas Supply                       
                Businesses (Detail)                                              
45: R124        Segment Information - Additional Information        HTML     62K 
                (Detail)                                                         
127: R125        Related Party Transactions - Additional             HTML     71K  
                Information (Detail)                                             
172: R126        Related Party Transactions - Schedule of Related    HTML     78K  
                Party Transactions Included in Balance Sheet                     
                (Detail)                                                         
53: R127        Related Party Transactions - Schedule of Related    HTML     70K 
                Party Transactions Included in Income Statement                  
                (Detail)                                                         
80: R128        Schedule I - Condensed Financial Information of     HTML    186K 
                Parent Company (Statements of Income (Loss))                     
                (Detail)                                                         
150: R129        Schedule I - Condensed Financial Information of     HTML    177K  
                Parent Company (Balance Sheets) (Detail)                         
171: R130        Schedule I - Condensed Financial Information of     HTML     82K  
                Parent Company (Balance Sheets) (Parenthetical)                  
                (Detail)                                                         
108: R131        Schedule I - Condensed Financial Information of     HTML    166K  
                Parent Company (Statements of Cash Flows) (Detail)               
124: R132        Schedule I - Condensed Financial Information of     HTML     76K  
                Parent Company - Additional Information (Detail)                 
54: R133        Schedule I - Condensed Financial Information of     HTML     73K 
                Parent Company - Investment in Consolidated                      
                Companies (Detail)                                               
59: R134        Schedule I - Condensed Financial Information of     HTML     75K 
                Parent Company - Related Party Transactions                      
                (Detail)                                                         
101: R135        Schedule II - Valuation and Qualifying Accounts     HTML     96K  
                (Detail)                                                         
169: XML         IDEA XML File -- Filing Summary                      XML    282K  
43: EXCEL       IDEA Workbook of Financial Reports                  XLSX    931K 
81: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   5.43M 
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‘EX-10.21.2’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  EX-10.21.2  

Exhibit 10.21.2

SECOND AMENDMENT TO THE

PEPCO HOLDINGS, INC.

2012 LONG-TERM INCENTIVE PLAN

This Second Amendment (this “Second Amendment”) to the Pepco Holdings, Inc. 2012 Long-Term Incentive Plan, as amended (the “Plan”) is made by PEPCO HOLDINGS, INC., a Delaware corporation (the “Company”), effective as of the closing of the merger with Exelon Corporation (the “Amendment Effective Date”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Plan.

WHEREAS, the Plan was originally established by the Company and approved by the stockholders of the Company effective as of May 18, 2012, and was amended effective March 28, 2014; and

WHEREAS, Section 16 of the Plan provides that the Board may amend the Plan at any time, subject to certain exceptions; and

WHEREAS, the Company has entered into an Amended and Restated Agreement and Plan of Merger, dated July 18, 2014 (the “Merger Agreement”), by and among the Company, Exelon Corporation, a Pennsylvania corporation (“Exelon”), and Purple Acquisition Corp., a Delaware corporation and an indirect, wholly owned subsidiary of Exelon (“Merger Sub”), providing for the merger of Merger Sub with and into the Company, (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Exelon, which was approved by the stockholders of the Company at a special meeting held on September 23, 2014; and

WHEREAS, Section 4.3 of the Merger Agreement sets forth provisions for the settlement of Awards that are outstanding as of the effective time of the Merger; and

WHEREAS, the Compensation/Human Resources Committee of the Board has recommended, and the Board has determined, that it is in the best interests of the Company to amend the Plan as set forth herein to give effect to the provisions of Section 4.3 of the Merger Agreement.

NOW, THEREFORE, BE IT RESOLVED, that, pursuant to Section 16 of the Plan, the provisions of the Plan and each Award outstanding under the Plan as of the Amendment Effective Date (collectively, the “Outstanding Awards”), are hereby deemed amended to the extent required to permit each such Outstanding Award to be settled in accordance with the terms set forth in Section 4.3 of the Merger Agreement; and be it

FURTHER RESOLVED, that, effective as of the Amendment Effective Date, each reference in the Plan to “this Plan”, “hereunder”, “hereof” or words of like import referring to the Plan, shall mean and be a reference to the Plan, as amended by this Second Amendment; and be it


FURTHER RESOLVED, that, effective as of the Amendment Effective Date, the amendment to the Plan as provided in this Second Amendment shall (i) apply to and be binding upon each Participant with respect to any and all Outstanding Awards granted to such Participant, and (ii) be deemed to supersede any conflicting provision contained in any agreement with respect to an Outstanding Award.

[Signature page appears on following page]

 

-2-


IN WITNESS THEREOF, the Company has caused this Second Amendment to be signed this 26th day of February, 2015.

 

ATTEST: Pepco Holdings, Inc.
By:

/s/ JANE K. STORERO

By:

/s/ JOSEPH M. RIGBY

Jane K. Storero Joseph M. Rigby
Secretary

Chairman of the Board, President

and Chief Executive Officer

 

-3-


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed as of:2/27/158-K
Filed on:2/26/154,  8-K,  S-8 POS
For Period end:12/31/1410-K/A,  11-K,  4,  ARS
9/23/148-K
7/18/148-K
3/28/14
5/18/124,  4/A,  8-K,  DEF 14A,  S-8
 List all Filings 
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