Exhibit
10.1.11


 


CONSOLIDATED
EDISON INC.



ANNUAL INCENTIVE PLAN





Effective as of January 1, 2003


 

















 


CONSOLIDATED
EDISON INC.

ANNUAL INCENTIVE PLAN



PURPOSE


 


The purpose of the Plan
is to provide executives of the Company or any of its Non-utility Subsidiaries
designated by the Company’s Board of Directors as eligible to participate in
the Plan with incentives to achieve goals which are important to shareholders
and customers of the Company and the Non-utility Subsidiaries, to supplement
their salary and benefit programs so as to provide overall compensation for
such executives which is competitive with corporations with which the Company
and the Non-utility Subsidiaries must compete for the best executive talent,
and to assist the Company and the Non-utility Subsidiaries in attracting and
retaining executives who are important to their continued success.


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE I.
  DEFINITIONS

  	
   

  
	
  1.01
  Affiliated Company

  	
   

  
	
  1.02 Annual
  Incentive Award

  	
   

  
	
  1.03 Annual
  Salary

  	
   

  
	
  1.04 Award
  Date

  	
   

  
	
  1.05 Board or Board of
  Directors

  	
   

  
	
  1.06 Code

  	
   

  
	
  1.07 Company

  	
   

  
	
  1.08
  Deferred Income Plan

  	
   

  
	
  1.09
  Deferral Portion

  	
   

  
	
  1.10
  Incentive Percentage

  	
   

  
	
  1.11 Management
  Development and Compensation Committee

  	
   

  
	
  1.12
  Non-utility Subsidiaries

  	
   

  
	
  1.13 Participant

  	
   

  
	
  1.14 Plan

  	
   

  
	
  1.15 Plan
  Administrator

  	
   

  
	
  1.16 Valuation Date

  	
   

  
	
  ARTICLE II.
  ELIGIBILITY

  	
   

  
	
  ARTICLE III.
  ADMINISTRATION

  	
   

  
	
  ARTICLE IV.
  DETERMINATION OF AWARDS

  	
   

  
	
  4.01 Incentive
  Percentages

  	
   

  
	
  4.02
  Annual Incentive Award

  	
   

  
	
  ARTICLE V. DEFERRAL
  OF AWARDS

  	
   

  
	
  ARTICLE VI.
  VALUATION OF NON-DEFERRED AWARDS

  	
   

  
	
  ARTICLE VII.
  PAYMENT OF AWARDS

  	
   

  
	
  7.01 Time of Payment

  	
   

  
	
  7.02 Amount
  of Payment

  	
   

  
	
  7.03 Manner
  of Payment

  	
   

  
	
  7.04
  Posthumous Payments

  	
   

  
	
  ARTICLE VIII.
  DEFERRAL ELECTIONS

  	
   

  
	
  8.01 Manner

  	
   

  
	
  8.02 Timing

  	
   

  
	
  ARTICLE IX.
  MISCELLANEOUS

  	
   

  
	
  9.01 Amendment and
  Termination

  	
   

  
	
  9.02 Effect of
  Plan

  	
   

  
	
  9.03 Withholding

  	
   

  



 


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  9.04 Funding

  	
   

  
	
  9.05
  Facility of Payment

  	
   

  
	
  9.06 Nonalienation

  	
   

  



 


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ARTICLE I.  DEFINITIONS


 


The following terms when
capitalized herein shall have the meanings set forth below.


 


1.01                          Affiliated
Company shall mean any company other than the Company which
is a member of a controlled group of corporations (as defined in
Section 414(b) of the Code) which also includes as a member the Company;
any trade or business under common control (as defined in Section 414(c)
of the Code) with the Company; any organization (whether or not incorporated)
which is a member of an affiliated service group (as defined in
Section 414(m) of the Code) which includes the Company; and any other
entity required to be aggregated with the Company pursuant to regulations under
Section 414(o) of the Code.


 


1.02                          Annual
Incentive Award shall have the meaning set
forth in Section 4.02.


 


1.03                          Annual
Salary means the annual rate of
salary of each Participant or such salary as in effect at the end of such year.


 


(a)                                  If
such Participant’s employment is terminated during the year, the annual salary
rate of such Participant in effect at the time of such termination shall be
deemed to be the annual salary rate of such Participant at the end of such
year;


 


(b)                                 A
Participant’s annual rate of salary shall be determined without any deduction
for pre-tax contributions or after-tax contributions made pursuant to the
Consolidated Edison Thrift Savings Plan, the Con Edison Flexible Reimbursement
Account Plan for Management Employees, the Con Edison OPTIONS Program for
Management Employees, or Basic Salary or Supplemental Salary Contributions to
the Deferred Income Plan.


 


1.04                          Award
Date shall mean with respect
to any Annual Incentive Award the date the Board approves the Annual Incentive
Award.


 


1.05                          Board or
Board of Directors shall mean the Board of
Directors of the Company.


 


1.06                          Code means the Internal Revenue Code of 1986, as amended
from time to time.


 


1.07                          Company shall mean Consolidated Edison, Inc. (“CEI”), its
successors or assigns.


 


1.08                          Deferred
Income Plan shall
mean the Consolidated Edison Company of New York, Inc. Deferred Income Plan, as
amended from time to time.


 


1.09                          Deferral
Portion shall
mean the portion of each Annual Incentive Award that is deferred pursuant to
Article V.


 

















 


1.10                          Incentive Percentage shall have the meaning set forth in Section 4.01.


 


1.11                          Management
Development and Compensation Committee shall
mean the Management Development and Compensation Committee of the Board or such
other committee as may be appointed by the Board to determine whether the
Participant is entitled to an Annual Incentive Award under the terms of this
Plan.


 


1.12                          Non-utility
Subsidiaries shall mean Consolidated
Edison Communications, Inc., Consolidated Edison Development, Inc.,
Consolidated Edison Energy, Inc., Consolidated Edison Competitive Shared
Services, Inc., Consolidated Edison Solutions, Inc. and any additional
Affiliated Companies that the Board determines to include in this Plan.


 


1.13                          Participant
shall mean any officer of the Company or its
Non-utility subsidiaries who at any time has been designated by the Board as a
participant in the Plan.


 


1.14                          Plan shall mean the Consolidated Edison Inc. Annual
Incentive Plan, as in effect from time to time.


 


1.15                           Plan
Administrator shall mean the individual
appointed by the Company’s Chief Executive Officer to administer the Plan as
provided in Article III.


 


1.16                           Valuation
Date shall have the meaning set forth in
Article VI.


 


ARTICLE II.  ELIGIBILITY


 


The Board, in its
discretion, from time to time, may designate and change the designation of the
executives of the Company or any of the Non-utility Subsidiaries eligible to
participate in the Plan.  To be eligible
to receive an award under the Plan for a particular year, an executive must:
(a) have been employed by the Company or a Non-utility Subsidiary during any
portion of such year and (b) be designated by the Board as eligible to
participate in the Plan.


 


ARTICLE III.  ADMINISTRATION


 


Except as otherwise
provided in the Plan, all determinations, other than who is eligible to
participate, in connection with the Plan shall be made by the Plan
Administrator, whose decisions shall be final and conclusive upon all
Participants and any persons asserting any claim derived from a
Participant.  The Plan Administrator
shall make such determinations after receiving the recommendations of the
Company’s Chief Executive Officer (except as to matters relating to the
participation of the Company’s Chief Executive Officer in the Plan).  The Plan Administrator shall abstain from
any determination under the Plan in which he or she has a personal interest, in
which case such determination shall be made by the Company’s Chief Executive
Officer.  The Plan Administrator shall
be responsible for the administration of the Plan under the direction of the
Company’s Chief Executive Officer.


 


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ARTICLE IV.  DETERMINATION OF AWARDS


 


4.01         Incentive Percentage


 


The Board shall determine
a percentage of Annual Salary deemed to constitute an appropriate incentive for
each Participant eligible to participate in the Plan.  Each such percentage is herein called an “Incentive Percentage.”  The Board may from time to time, increase or
decrease any Incentive Percentage for any Participant as the Board deems
appropriate.


 


4.02                          Annual
Incentive Award


 


In January of any
year, the Management Development and Compensation Committee of the Board, upon
the recommendation of the Company’s Chief Executive Officer, shall make,
subject to confirmation by the Board, awards to individual Participants who are
eligible to participate in the Plan for such year.  Such awards are herein called “Annual Incentive Awards.”  The Annual Incentive Award shall be
determined in the following manner:


 


(a)                                  Each
Annual Incentive Award shall be determined in light of the contribution of the
Participant to the overall performance of any of the Non-utility Subsidiaries
and the Company, and the Participant’s individual performance, taking into
account such factors as the Committee and the Board deem relevant.


 


(b)                                 An
Annual Incentive Award may range from zero to 150 percent of the Participant’s
Incentive Percentage.


 


(c)                                  The
determination of the Committee, upon Board approval, as to the amount of the
Annual Incentive Award to be awarded, shall be final and conclusive.


 


ARTICLE V.  DEFERRAL OF AWARDS


 


All or any portion of
each Annual Incentive Award may, at the Participant’s election, be deferred
(“Deferral Portion”) into the Deferred Income Plan (“DIP”) and shall be
administered and accounted for under the DIP.


 


ARTICLE VI.  VALUATION OF NON-DEFERRED AWARDS


 


The Valuation Date of any
portion of an Annual Incentive Award that is not deferred pursuant to Article V
shall be the Award Date, and the value on the Valuation Date shall be equal to
the amount of such portion.


 


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ARTICLE VII.  PAYMENT OF AWARDS


 


7.01                          Time of
Payment


 


 Any portion of an Annual Incentive Award for
which a deferral election under Article V has not been made shall become
payable as soon as administratively practicable after its respective Valuation
Date.


 


7.02                          Amount
of Payment


 


Any portion of an Annual
Incentive Award for which a deferral election under Article V has not been
made shall be paid at its value on the Valuation Date, as determined pursuant
to Article VI.


 


7.03                          Manner
of Payment


 


Any portion of an Annual
Incentive Award for which a deferral election under Article V has not been
made shall be paid to the Participant in a single lump sum.


 


7.04                          Posthumous
Payments


 


Subject to
Section 9.05, if a Participant shall die before all payments to be made to
the Participant under this Plan have been made, the remaining payment or
payments shall be made to the Participant’s estate or personal representative
in a single lump sum, with such posthumous payment to be made as soon as
administratively practicable after the Participant’s death.


 


ARTICLE VIII.  DEFERRAL ELECTIONS


 


8.01                          Manner


 


The deferral elections
permitted to Participants by Article V shall be made by a writing signed
by the Participant and delivered to the Plan Administrator.  A separate deferral election may be made
with respect to each Annual Incentive Award. 
A deferral election made for any Annual Incentive Award shall be
irrevocable with respect to that Annual Incentive Award and shall govern all
subsequent Annual Incentive Awards, until a new deferral election is timely
made as to subsequent Annual Incentive Awards.


 


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8.02                          Timing


 


The deferral election
pursuant to Article V with respect to any Annual Incentive Award must be
made prior to the beginning of the calendar year for which the Annual Incentive
Award relates.


 


ARTICLE IX.  MISCELLANEOUS


 


9.01                          Amendment and Termination


 


The Company reserves the
right, by action of the Board of Directors, to terminate the Plan entirely, or
to temporarily or permanently discontinue the making of awards under the Plan;
and further reserves the right, by action of the Board of Directors or the Plan
Administrator, to otherwise modify the Plan from time to time; provided that no
such modification, termination, or discontinuance shall adversely affect the
rights of Participants with respect to Annual Incentive Awards previously
determined; and provided further, that no modification by action of the Plan
Administrator shall have a material effect on the benefits payable under the
Plan.


 


9.02                          Effect
of Plan


 


The establishment and
continuance of the Plan shall not constitute a contract of employment between
the Company and any executive or Participant. 
No person shall have any claim to be granted an award under the Plan and
there is no obligation for uniformity of treatment of executives or Participants
under the Plan.  Neither the Plan nor
any action taken under the Plan shall be construed as giving to any executives
or Participants the right to be retained in the employ of the Company, nor any
right to examine the books of the Company, or to require an accounting.


 


9.03                          Withholding


 


The Company shall deduct
from any payment under the Plan any federal, state, or local taxes required by
law to be withheld with respect to such payment.


 


9.04                          Funding


 


All amounts payable in
accordance with this Plan shall constitute a general unsecured obligation of
the Company.  Such amounts, as well as
any administrative costs relating to the Plan, shall be paid out of the general
assets of the Company.


 


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9.05                          Facility
of Payment


 


In the event that the
Plan Administrator shall find that a Participant is unable to care for such
Participant’s affairs because of illness or accident or has died, the Plan
Administrator may, unless claim shall have been made therefor by a duly
appointed legal representative, direct that any benefit payment due the
Participant, to the extent not payable from a grantor trust, be paid on the
Participant’s behalf to the Participant’s spouse, a child, a parent or other
blood relative, or to a person with whom the Participant resides or a legal
guardian, and any such payment so made shall be a complete discharge of the
liabilities of the Company and the Plan therefor.


 


9.06                          Nonalienation


 


Subject to any applicable
law, no benefit under the Plan shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any
attempt to do so shall be void, nor shall any such benefit be in any manner
liable for or subject to garnishment, attachment, execution or levy, or liable
for or subject to the debts, contracts, liabilities, engagements or torts of
the person entitled to such benefits.


 


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IN WITNESS WHEREOF,
pursuant to resolutions adopted by the Board of Directors of Consolidated
Edison, Inc. at a meeting held on January 15, 2004, the undersigned duly
authorized officer hereby approves the foregoing instrument as the Consolidated
Edison Inc. Annual Incentive Plan, effective as of January 1, 2003 by
executing this instrument this 19th day of February, 2004.


 


 


	
   

  	
  By:

  	
  /s/

  	
   

  
	
   

  	
   

  	
  Claude
  Trahan

  
	
   

  	
   

  	
  Vice
  President-Human Resources

  
	
   

  	
   

  	
  Consolidated
  Edison Company of

  New York, Inc.

  



 


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