POTOMAC ELECTRIC POWER COMPANY
|
(Exact name of registrant as specified in its charter)
|
District of Columbia and Virginia
|
001-01072
|
53-0127880
|
||
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
701 Ninth Street, N.W., Washington, DC
|
20068
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Registrant's telephone number, including area code
|
(202) 872-2000
|
Not Applicable
|
(Former name or former address, if changed since last report.)
|
¨
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Item 5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
|
·
|
Mr. Boyle will receive an annual base salary of $440,000, which will be reviewed annually beginning in 2013.
|
·
|
Mr. Boyle will participate in the Company's annual incentive and long-term incentive plans on the same basis as other similarly situated executives, prorated for time of service, with the terms of awards in 2012 as follows:
|
o
|
An opportunity to earn an annual cash award under the Company’s Amended and Restated Annual Executive Incentive Compensation Plan of a target of 60% (up to a maximum of 180%) of annual salary (prorated based upon start date), depending on achieving certain performance goal criteria, including Company performance results, service reliability and customer satisfaction.
|
|
o
|
Awards targeted at 125% (up to a maximum of 200%) of annual salary (prorated based upon start date) under the Company’s Long-Term Incentive Plan consisting of:
|
|
·
|
one-third time-based restricted stock units (and dividend equivalents), which vest three years from Mr. Boyle’s hire date, provided Mr. Boyle remains in the employ of the Company at such time, and
|
·
|
two-thirds performance-based restricted stock units (and dividend equivalents), which shall vest only if the Company’s total shareholder return for the three-year performance period (2012 to 2014) exceeds certain established thresholds.
|
·
|
Mr. Boyle will participate in the Pepco Holdings Retirement Plan and the Company’s 2011 Supplemental Executive Retirement Plan, in accordance with the terms of each such plan.
|
·
|
Mr. Boyle will participate in the Company's Change-in-Control Severance Plan at a level that provides for payment in the amount of three (3) times salary and bonus if Mr. Boyle’s employment with the Company terminates under certain circumstances within one year after a change in control of the Company.
|
·
|
The Company will provide Mr. Boyle with a signing bonus of $40,000 and will reimburse Mr. Boyle for relocation expenses, including a gross up for any taxes incurred on amounts reimbursed.
|
Item 9.01
|
Financial Statements and Exhibits.
|
||
(d) |
Exhibits
|
|
|
Exhibit No.
|
Description of Exhibit
|
||
10
|
Letter Agreement between Pepco Holdings, Inc. and Frederick J. Boyle.
|
POTOMAC ELECTRIC POWER COMPANY
|
|||
(Registrant)
|
|||
Date:
|
March 26, 2012
|
/s/ JOSEPH M. RIGBY
|
|
Name: Joseph M. Rigby
Title: Chairman
|
Exhibit No.
|
Description of Exhibit
|
|
10
|
Letter Agreement between Pepco Holdings, Inc. and Frederick J. Boyle.
|