Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Enserch Corporation Form 10-K 12/31/93 94± 429K
2: EX-10.10 Performance Incentive Plan, 1994 5 18K
3: EX-21 List of Subsidiaries 3± 16K
4: EX-23.1 Independent Auditors' Consent 1 6K
5: EX-23.2 Degolyer and Macnaughton Consent 1 7K
6: EX-24 Powers of Attorney 12 36K
EX-10.10 — Performance Incentive Plan, 1994
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ENSERCH CORPORATION
PERFORMANCE INCENTIVE PLAN
CALENDAR YEAR 1994
I. PURPOSES
The purposes of the ENSERCH Corporation Performance Incentive Plan
(the "Plan") are to:
A. Encourage and reward improved performances by the senior
officers and managers.
B. Provide reward incentives for the achievement of specific
performance goals or objectives periodically established.
C. Provide an appropriate level of executive compensation
commensurate with that of similar businesses to retain key
officers and managers.
D. Provide an incentive for key officers and management to
perform in a manner that benefits the Corporation's sharehold-
ers and the Company's customers.
II. ELIGIBILITY
Key executives of the Corporation and its subsidiaries as specifi-
cally designated shall be eligible for participation in the Plan.
The existence of this Plan does not prevent the existence of other
bonus plans within operating units or subsidiaries of the Corporation.
However, Participants in this Plan may not participate in any other cash
bonus or incentive plans or programs offered by ENSERCH or any of its
subsidiaries or affiliates (other than compensation and incentive plans
made available to all executives generally).
III. DEFINITIONS AND BONUS FACTORS
Subject to the conditions and limitations described herein, bonus
award payments may be made to the Participants under the Plan as
hereinafter set out. For purposes of the Plan, the following definitions
apply:
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A. Participant
Each of the eligible key management personnel who are desig-
nated for participation by the Chairman of ENSERCH Corporation
("the Chairman") or by the Compensation Committee of the Board
of Directors ("the Compensation Committee"). Each Participant
will be individually notified of his or her participation
together with the applicable factors approved for the determi-
nation of each individual bonus opportunity.
B. Plan Year
The Plan Year and the annual bonus period shall be the
calendar year.
C. Base Salary
The annual Base Salary designated for the Participant is that
contained in the applicable payroll records, exclusive of any
payment under any bonus plan, deferred compensation, salary
deferral plan, expense reimbursement or fringe benefit, for
the annual period covered by the bonus award.
D. Target Bonus Factor
A specified percentage of the Participant's Base Salary which
would be the bonus payable to a Participant upon 100% Goal
Achievement. The Target Bonus Factor applied to Base Salary
is the Target Bonus.
E. Performance Goals
Expressed, measurable goals established as the basis for bonus
awards for the annual bonus period, each having a correspond-
ing Weighting Factor expressed as a percentage. No more than
four Performance Goals will be used for any annual period.
The Weighting Factors for all Performance Goals for an annual
period aggregate 100%.
F. Goal Achievement Factor
A percentage representing the level of actual achievement of
each Performance Goal, calculated at the end of each Plan
Year.
G. Performance Factor
The sum of the weighted average percentages of Goal Achieve-
ment Factors which is applied to the Target Bonus to derive
the bonus.
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H. Bonus Calculation
In summary:
Target Bonus = Base Salary x Target Factor
Bonus = Target Bonus x Performance Factor
Performance Factor = Weighting 1 x Goal Achievement Factor 1
+ Weighting 2 x Goal Achievement Factor 2
+ Weighting 3 x Goal Achievement Factor 3
+ Weighting 4 x Goal Achievement Factor 4
IV. GOAL ACHIEVEMENT
The Goal Achievement Factor pertaining to achievement of earnings
and operating income goals or other goals where Goal Achievement Factors
are not specified is as follows:
If Income Ratio or other Goal Achievement Factor will be:
ratio of achievement:
less than 0.9 0%
between 0.9 and 1.00 20% plus 8% for each .01 greater
than 0.90
above 1.00 100% plus 2.5% for each .01 greater
than 1.00, up to a maximum of 150%.
Goal Achievement Factors will be prorated between the amounts nearest
percentages specified above.
Income Ratio is the ratio of the actual earnings or operating income
for the Plan Year to the applicable budgeted income. Budgeted earnings
and operating income are adjusted to take into account the effects of
variations in heating degree days, oil and gas production sales prices and
severance tax, and NGL prices, fuel and shrinkage.
V. BONUS PAYMENTS
A. Payment Schedule. Two-thirds of any bonus awarded pursuant to
this Plan shall be paid in cash (unless any executive opts by written
notice in advance of the relevant plan year to defer its receipt until not
later than the date of his retirement, disability or death) to participat-
ing executives not later than April 1 of the year succeeding the calendar
year for which performance is measured.
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One-third of any bonus awarded pursuant to this Plan shall be
paid in the form of restricted stock of the Corporation. The total number
of such shares awarded shall be equal to the amount determined by dividing
one-third of the bonus award by the average of the closing prices on the
New York Stock Exchange of the Corporation's common stock on each trading
day during the calendar month immediately prior to the month of the award.
Each share of such stock awarded shall be restricted to preclude sale or
transfer until two years elapse after the date the stock is awarded.
B. Discretionary Bonus. Upon recommendation by the Chairman, the
Compensation Committee, in its sole discretion, may award special bonuses
to executives or employees of the Corporation or any of its subsidiaries
or affiliates, whether or not named Participants in this Plan, on a
discretionary basis to reward meritorious performance. The Compensation
Committee's decision relative to such award shall be final and binding on
all parties.
C. Retirement, Death, Disability, Termination. All bonus awards
to a Participant under this Plan during his or her active employment shall
be paid or credited under the terms of the Plan to any Participant who
retires at age 60 or above in accordance with his/her employer's approved
retirement plan, or to any Participant who becomes eligible for and
receives disability benefits in accordance with its long-term disability
plan.
In the event of a Participant's retirement at age 60 or above
or death during a Plan Year, to the extent practicable, and only if
Participant is employed at least one-half of the Plan Year, any bonus
awarded for achievement of Goals to which the Participant contributed
shall be prorated and the appropriate portion awarded. A decision by the
Chairman as to what may be an appropriate prorated portion shall be final
and binding on all parties.
In the event of a Participant's death, any bonus awarded to
such Participant prior to the date of death but unpaid, and which would
otherwise have been received, or any awarded after the date of death, will
be paid to his beneficiary or to his estate, as applicable.
In the event a Participant's employment terminates for any
reason other than retirement, disability or death, or as described in (d)
below, prior to the time a bonus payment is paid, no bonus shall be
payable for either a portion of or for a full Plan year.
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D. Merger. In the event that ENSERCH Corporation shall, pursuant
to action by its Board, at any time propose to merge into, consolidate
with, or sell or otherwise transfer all or substantially all of the assets
of the segment to another corporation, all bonus awards which have been
granted but remain unpaid shall be immediately paid to Participant and the
Participant shall not be required to be employed by the Corporation in
order to receive the payment.
VI. ESTABLISHMENT OF PERFORMANCE GOALS
Performance Goals as established are described on Attachment A.
VII. ADMINISTRATIVE PROVISIONS
A. Discretion. Notwithstanding any calculation of bonus in
accordance with the foregoing provisions, the Chairman may within his sole
discretion alter or eliminate any bonus award developed under this Plan in
order to achieve equity in the administration of the Plan within ENSERCH
Corporation as a whole.
B. Termination. This Plan may be terminated at any time by the
Compensation Committee. Notification of termination will be given to the
then Participants. A Plan termination will not prevent payment of bonuses
where Goal achievement has been completed in a calendar year for which a
Goal had been approved. If the Plan is terminated by the Compensation
Committee during a Plan Year in which Goals have been established under
the Plan, performance will be prorated by the Committee and bonuses paid
proportionally. The Compensation Committee's decision relative to such
payment shall be final and binding on all parties.
C. Effective Date. This Plan is effective for the calendar year
commencing January 1, 1994, unless terminated by action of the Compensa-
tion Committee.
D. No Contract. Nothing in this Performance Incentive Plan shall
be deemed by implication, conduct of the parties, or otherwise to
constitute a contract of employment or otherwise to impose any limitation
on any right of the Corporation or any of its operating units to terminate
a Participant's employment at any time.
E. Under provisions of the ENSERCH Retirement and Death Benefit
Program of 1969, this bonus program qualifies as an "annual performance
based incentive plan" and is to be included in "final average pay" for
purposes of pension calculations.
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Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘10-K’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 3/30/94 | | | | | | | DEF 14A |
| | 1/1/94 | | 5 |
| For Period End: | | 12/31/93 | | | | | | | 11-K |
| List all Filings |
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