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Delaware
(State
or other jurisdiction
of
incorporation)
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001-31403
(Commission
File
Number)
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52-2297449
(IRS
Employer
Identification
No.)
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701
Ninth Street, N.W., Washington,
DC
(Address
of principal executive offices)
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20068
(Zip
Code)
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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·
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He
is entitled to:
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o
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an
annual salary in an amount not less than his base salary of $675,000 in
effect as of August 1, 2008, with the condition that, if at any time
during the term of the agreement his annual base salary is increased, it
may not subsequently be decreased during the remainder of the term of the
agreement.
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o
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incentive
compensation as determined by the Board of Directors under plans
applicable to senior executives of the Company,
and
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o
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participate,
in a manner similar to other senior executives, in retirement plans,
fringe benefit plans, supplemental benefit plans and other plans and
programs provided by the Company for its executives or
employees.
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·
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If
Mr. Rigby’s employment is terminated other than for “cause” or he
voluntarily terminates his employment for certain specified reasons
involving adverse changes in his employment
situation:
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o
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He
will be entitled to receive:
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§
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A
lump sum severance payment equal to three times the sum of (i) his
highest annual base salary in effect at any time during the three-year
period preceding the termination of employment and (ii) the higher of
(A) his annual bonus for the year in which the termination of
employment occurs or (B) the highest annual bonus received during the
three calendar years preceding the calendar year in which the termination
of employment occurs,
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§
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His
annual bonus for the year in which the termination occurs, if the Board of
Directors, before the termination date, has made a good faith
determination of his bonus for the year, and otherwise a prorated portion
(based on the number of days he was employed during the year) of his
target annual bonus for the year,
and
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§
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a
lump sum supplemental retirement benefit paid in cash equal to the
difference between (i) the present value of his vested retirement
benefit accrued at the time of termination under the Pepco Holdings
Retirement Plan and any excess or supplemental retirement plan in which he
is a participant and (ii) the benefit he would be entitled to receive
under the Pepco Holdings Retirement Plan and such excess and supplemental
retirement plans assuming that he is three years older than his actual age
and is credited with three additional years of
service.
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o
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Any
service-based restricted stock award that would have become vested had he
remained employed for the remainder of the term of his employment
agreement will become vested and nonforfeitable on the date his employment
terminates.
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o
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Any
performance-based restricted stock award with a performance period that
ends within the term of his employment agreement will become vested at the
end of the performance period if and to the extent the performance goals
are achieved.
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(d)
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Exhibits
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The
following exhibits are furnished herewith:
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Exhibit
No.
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Description
of Exhibit
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10.1
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Employment
Agreement of Joseph M. Rigby
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10.2
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Employment
Agreement of Dennis R. Wraase
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PEPCO
HOLDINGS, INC.
(Registrant)
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Date July
30, 2008
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/s/
D. R. WRAASE
Name: Dennis
R. Wraase
Title: Chairman
of the Board
and
Chief Executive Officer
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