EFH Executive Annual Incentive Plan



 Exhibit 10(i) 
 EFH EXECUTIVE ANNUAL INCENTIVE PLAN 
 Plan Document 
 Amended, effective as of January 1, 2008 







 Contents 
  

					
	Article I.	  	Purpose.	  	1
	Article II.	  	Definitions.	  	1
	Article III.	  	Eligibility and Participation.	  	3
	Article IV.	  	Establishment of Performance Goals.	  	3
	Article V.	  	Establishment of Awards.	  	4
	Article VI.	  	Application of Individual Performance Modifier and Determination of Individual Participant Awards.	  	4
	Article VII.	  	Payment of Awards.	  	5
	Article VIII.	  	Termination of Employment and Partial Awards.	  	5
	Article IX.	  	Administrative Provisions.	  	6

  

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 EFH EXECUTIVE ANNUAL INCENTIVE PLAN 
  

	Article I.	Purpose. 

 The EFH Executive Annual Incentive
Plan (the “Plan”) is amended effective as of January 1, 2008. The Plan, as herein amended, supersedes and replaces all other Plan documents. The Plan provides for annual bonus incentive award opportunities for eligible Participants
payable in cash. The maximum Award payable under the Plan to an individual shall be subject to the limitations established under the EFH 2005 Omnibus Incentive Plan, approved by Company shareholders on May 20, 2005. 
 The principal purposes of the Plan are to attract, motivate and retain key employees; to align the interests of Participants, Participating Employers and
Company shareholders by rewarding performance that satisfies established performance goals; to motivate Participant behaviors that drive successful results at the corporate, business unit and individual levels; and to support collaboration across
essential organizational interfaces. 
  

	Article II.	Definitions. 

 When used in the Plan, the
following terms shall have the meanings set forth below: 
 (a) “Additional Persons” means such other individuals who are not
Executive Officers under the Plan, but who are senior officers and key employees identified by the O&C Committee, in consultation with the Company’s Chief Executive Officer. 
 (b) “Aggregate Incentive Pool” means the amount equal to the Target Incentive Pool multiplied by the Weighted Funding Percentage.

 (c) “Allocation Criteria” means the criteria or methodology established by the SPC, in accordance with Article IV, to
allocate the Aggregate Incentive Pool among the Participating Employers, as described in Article V. 
 (d) “Award” means the
amount payable to a Participant under this Plan for any Plan Year, as determined in accordance with the terms of the Plan. 
 (e)
“Base Salary” means the annualized base salary designated for the Participant in the applicable payroll records of the Participating Employer, prior to any deferrals, and excluding any overtime pay, bonuses, incentive compensation,
expense reimbursements and fringe benefits of any kind for the applicable Plan Year. 
 (f) “Business Unit” means,
individually, or “Business Units” means, collectively, the “TXU Energy”, “Luminant” and “Corporate Services” business units of the Company, which are the participating Employers in this Plan. 
 (g) “Company” means Energy Future Holdings Corp., and its successors and assigns, with respect to a particular Participant, Company
means such Participant’s employer. 
  

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 (h) “Disability” or “Disabled” means disability as determined under the EFH
Long-Term Disability Income Plan, or any successor plan covering Participants. 
 (i) “Executive Officers” means the
Company’s Chief Executive Officer and other Executive Officers, as defined under the charter of the O&C Committee. (j) “Financial Performance Criteria” means various measures of financial performance of the Company
established by the O&C Committee for a Plan Year. 
 (j) “Financial Performance Criteria” means various measures of
financial performance of the Company established by the SPC for the Plan Year. 
 (k) “Financial Performance Funding
Percentage” means a percentage used to calculate the Aggregate Incentive Pool established by the O&C Committee based on the performance of the Company against the Financial Performance Criteria for the particular Plan Year. 

(l) “Individual Performance Modifier” means individual Participant performance established by the SPC, in accordance with Article IV,
and used in determining a Participant’s Award. The Individual Performance Modifier may include, without limitation, Company or Business Unit financial or operational measures, individual management and other goals, personal job objectives and
competencies, the demonstration of team building and support attributes, and general demeanor and behavior. 
 (m) “O&C
Committee” means the Organization and Compensation Committee of the Board of Directors of the Company. 
 (n) “Operational
Metrics” means non-financial objectives established by each Business Unit that are critical to the function and success of the business. 
 (o) “Operational Metrics Funding Percentage” means a percentage used to calculate Aggregate Incentive Pool established by the SPC based on the accomplishment of Operational Metrics for the particular Plan Year. 

(p) “Participant” means an individual who is an elected officer of a Participating Employer having a title of vice president or above
and who is employed by the Company for a period of three full months during the Plan Year. 
 (q) “Participating Employer”
means, the Company and each of the Business Units. Additional Participating Employers may be added with the approval of the O&C Committee, and participation in the Plan by any such additional Participating Employers will commence as of the
effective date designated by the O&C Committee. 
 (r) “Plan” means this EFH Executive Annual Incentive Plan.

 (s) “Plan Year” means the twelve (12) month period beginning January 1 and ending December 31. 

 

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 (t) “Retirement” means retirement from active employment with the Company upon attaining
at least age 55 and completing at least 16 years of service with the Company and any of its subsidiaries. 
 (u) “SPC” means
the group of executive officers of the Company referred to internally as the Strategy & Policy Committee. 
 (v) “Target
Award” means an Award level of an individual Participant, expressed as a percentage of the Participant’s Base Salary, which is anticipated based on target performance of Company, Business Unit and individual Participant performance.
The Target Award shall be used in calculating an individual’s actual Award for a Plan year. 
 (w) “Target Incentive
Pool” means the amount equal to the aggregate of the Target Awards for all Participants, or a selected group of Participants, as the context may require. 
 (x) “Threshold Financial Performance” means financial performance of the Company against the Financial Performance Criteria at a level established by the O&C Committee, which is necessary to fund
any portion of the Aggregate Incentive Pool. 
  

	Article III.	Eligibility and Participation. 

 All
individuals who, as of the first day of a Plan Year, meet the definition of a Participant hereunder, shall be eligible to participate in this Plan for such Plan Year. Awards, if any, for individuals who become Participants during the Plan Year or
whose participation in this Plan is terminated during the Plan Year, shall be determined under, and in accordance with, Article VIII hereof. Participation in this Plan for any Plan Year shall not entitle an individual to future participation.

  

	Article IV.	Establishment of Performance Goals. 

 For
each Plan Year, the O&C Committee will establish (i) the Threshold Financial Performance, (ii) the Target Incentive Pool amount, and (iii) the Target Award level for Executive Officers and Additional Persons. For each Plan Year,
the SPC, with input from the Chief Executive Officer of the applicable Business Unit, will determine the (i) the Allocation Criteria, (ii) the Individual Performance Modifier, and (iii) the Target Award for each Participant, other
than for Executive Officers and Additional Persons. Such determinations by the O&C Committee and the SPC shall be made at such times and shall be based on such criteria as the O&C Committee and the SPC shall determine, respectively, in their
sole discretion. The O&C Committee and the SPC shall each have full authority and discretion, for any particular Plan Year, to modify any of their respective determinations hereunder, with respect to all Participants or any individual
Participant, including determinations which affect the calculation or amount of Awards, in order to take into consideration other benefits programs and/or extraordinary events affecting the financial results of the Company or a Business Unit. Once
determined, or modified, such determinations shall be communicated to the affected Participants in such form and manner as the SPC determines to be appropriate. 
  


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	Article V.	Establishment of Awards. 

  

	A.	Determining Performance Results and Aggregate Incentive Pool. 

 After the end of the Plan Year, the O&C Committee shall certify the amount or level of the Company’s financial performance with respect to the Financial Performance Criteria, and the Operational Metrics, and
determine whether the threshold level of each such measure has been attained for such Plan Year. The O&C Committee shall also determine the Financial Performance Funding Percentage and the Operational Metrics Funding Percentage and the resulting
Aggregate Incentive Pool for the Plan Year. 
  

	B.	Allocation of Aggregate Incentive Pool Among Participating Employers. 

 Upon the O&C Committee’s determination of the Aggregate Incentive Pool under Section V.A. above, the SPC shall allocate the Aggregate Incentive Pool among the Participating Employers using the Allocation
Criteria. In making such allocation, the SPC may take into consideration such factors as it shall determine to be appropriate, including without limitation, the financial and operational performance of each Business Unit, the impact of Business Unit
performance on overall corporate goals and results, extraordinary circumstances, and general business conditions including, but not limited to, other benefits provided under the Company’s benefit programs. The allocation of the Aggregate Annual
Incentive Pool among the Participating Employers shall be made by the SPC in its sole discretion, and there is no requirement that such allocation be made proportionally among the Business Units. However, in no case may the total amount allocated
among the Participating Employers exceed the Aggregate Incentive Pool. 
  

	Article VI.	Application of Individual Performance Modifier and Determination of Individual Participant Awards. 

  

	A.	Individual Participant Awards. 

 The SPC shall
determine each Participant’s Award, other than for Executive Officers and Additional Persons, for a Plan Year by: (i) multiplying the Participant’s Target Award by the ratio of (a) the portion of the Aggregate Incentive Pool
allocated to the Participant’s Participating Employer after application of the Allocation Criteria, to (b) the aggregate Target Incentive Pool for all Participants of the Participating Employer; and (ii) multiplying such amount by the
applicable Individual Performance Modifier determined in accordance with Section VI.B. below. 
  

	B.	Application of Individual Performance Modifier. 

 (i) As described in Section VI.A. above, the amount determined by applying the formula set forth in Section VI.A shall be adjusted by applying the Individual Performance Modifier for each Participant in the sole discretion of the SPC.

 (ii) The SPC, in its sole discretion, shall determine the Individual Performance Modifier of each Participant, other than for Executive
Officers and Additional Persons, based on the Participant’s performance, which may range from 0% to 200%. In no event may the 

  

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aggregate of the Awards determined to be payable to all Participants of a Participating Employer exceed the portion of the Aggregate Incentive Pool allocated
to the Participating Employer; and in no event may the aggregate of all Awards determined to be payable to all Participants exceed the Aggregate Incentive Pool. 
  

	C.	Determination of Awards for Executive Officers and Additional Persons. 

 The O&C Committee shall determine the individual Participant Awards in accordance with Subsection A. above, and the Individual Performance Modifier in accordance with Subsection B. above, with respect to Executive
Officers and Additional Persons who are Participants in the Plan. 
  

	Article VII.	Payment of Awards. 

  

	A.	Time and Manner of Award Payments. 

 All Awards will
be paid in cash to Participants by March 15 of the year following the applicable Plan Year, subject to applicable tax withholding requirements. 
  

	B.	Maximum Awards to Covered Employees. 

 Not
withstanding any provision of this Plan, the maximum Award that may be paid to any Participant who has been determined under the provisions of the EFH 2005 Omnibus Incentive Plan (“Omnibus Plan”) to be a Covered Employee for such Plan Year
shall not exceed the maximum annual incentive award that has been established for such Participant for such Plan Year under the Omnibus Plan. 
  

	Article VIII.	Termination of Employment and Partial Awards. 

 Participation in the Plan shall cease immediately upon a Participant’s resignation or termination of employment for any reason (with or without cause), or upon the Participant’s death, Disability or Retirement. In such event, the
Participant may be eligible for a partial award for such Plan Year in accordance with and subject to the provisions of this Article VIII. 
  

	A.	Resignation or Termination. 

 If a Participant
resigns or his/her employment with a Participating Employer is terminated (with or without cause) prior to the payment of an Award for reasons other than death, Disability, Retirement, or transfer to an affiliate of the Company, such Participant
shall forfeit any right to receive such Award. 
  

	B.	Death, Disability or Retirement. 

 If a Participant
dies, becomes Disabled or Retires during a Plan Year after having attained at least three (3) full months of participation in the Plan during such Plan Year, the Participant, or the Participant’s beneficiary in the case of the
Participant’s death, may, in the sole discretion of the SPC, be entitled to receive a partial Award, prorated for the number of months that the individual was a Participant hereunder during the Plan Year. For purposes of applying 

  

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this proration, a month shall include each month during which the individual was employed by a Participating Employer through at least the 15th day of such month prior to the individual’s death, Disability or Retirement. Any such Award shall be paid at the time and in the form that all other
Awards are paid for such Plan Year. The decisions of the SPC with respect to such Awards shall be final and binding on all parties. For purposes of this provision, a Participant’s beneficiary shall be his/her surviving spouse or, if he/she has
no surviving spouse, his/her estate. 
  

	C.	Transfers. 

 If a Participant (i) transfers from a Participating Employer to an affiliate of the Company after having attained at least three (3) full months of participation in the Plan during the Plan Year, and
(ii) continues to be employed by an affiliate of the Company through the remainder of the Plan Year, such individual shall, based on criteria determined by the SPC in its sole discretion, be entitled to receive a partial Award hereunder,
prorated on the basis of the number of months such individual was employed by the Participating Employer during the Plan Year. For purposes of applying this proration, a Participant shall be deemed to have been employed by the Participating Employer
for a month if such Participant was employed by the Participating Employer on the 15th day of such month. Any such Award shall be paid at the time
and in the form that all other Awards are paid for such Plan Year. The decisions of the SPC with respect to such Awards shall be final and binding on all parties. 
  

	Article IX.	Administrative Provisions. 

  

	A.	Administration. 

 The Plan shall be administered and
interpreted by the Participating Employers through the individuals who have been provided authority hereunder to carry out the administration of this Plan. The O&C Committee and its members, the SPC and its members, and any other individual to
whom the O&C and/or SPC has delegated their responsibilities regarding the administration of this Plan, shall have full authority, discretion and power necessary or desirable to administer and interpret this Plan. Without in any way limiting the
foregoing, all such individuals shall have complete authority, discretion and power to: (i) determine the Participants for each Plan Year; (ii) determine the Individual Performance Modifier applicable to each Participant;
(iii) evaluate and determine the performance of Participants; (iv) determine the amount of the Award for each Participant; (v) interpret the provisions of this Plan and any other documentation used in connection with this Plan,
including documentation specifying individual Performance Goals, Award opportunities and the like; (vi) establish and interpret rules and procedures (written or by practice) for the administration of the Plan; and (vii) make all other
determinations and take all other actions necessary or desirable for the administration or interpretation of this Plan. All actions, decisions and interpretations of such individuals shall be final, conclusive and binding on all parties. 

 

	B.	No Right to Continued Employment. 

 Nothing in this
Plan shall be deemed by implication, action or otherwise to constitute a contract of employment, or otherwise to provide a Participant with any right of continued employment or impose any limitation on any right of a Participating Employer to
terminate a Participant’s employment at any time. 
  

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	C.	No Assignment. 

 A Participant or Participant’s
beneficiary shall have no right to anticipate, alienate, sell, transfer, assign, pledge or encumber any right to receive any incentive made under the Plan, nor will any Participant or Participant’s beneficiary have any lien on any assets of any
Participating Employer, or any affiliate thereof, by reason of any Award made under the Plan. 
  

	D.	Withholding. 

 The Participating Employers shall
have the right to deduct or withhold, or require a Participant to remit to the applicable Participating Employer, any taxes required by law to be withheld from Awards made under this Plan. 
  

	E.	Amendment of Plan. 

 The Plan may be amended,
suspended or terminated at any time and from time to time, by action of the O&C Committee, provided no such amendment, suspension or termination adversely affects any Participant’s right to receive any amount to which they have become
entitled under the terms of this Plan prior to such amendment, suspension or termination. In order to be effective, any amendment of this Plan or any Award must be in writing. No oral statement, representation or the like shall have the effect of
amending or modifying this Plan or any Award, or otherwise have any binding effect on the Company, the O&C Committee, the SPC, or any individual who has been delegated authority by the O&C Committee or the SPC to administer this Plan.

  

	F.	No Obligation to Continue Plan. 

 The adoption of
the Plan does not imply any commitment to continue to maintain the Plan, or any modified version of the Plan, or any other plan for incentive compensation for any succeeding year. 
  

	G.	Governing Law. 

 The Plan shall be construed in
accordance with, and governed by, the laws of the State of Texas. Any disputes arising under this Plan and any action to enforce any provisions hereof, shall be maintained exclusively in the appropriate courts of Dallas County, Texas. 
  

	H.	Severability. 

 In case any provision of the Plan
shall be held illegal or void, such illegality or invalidity shall not affect the remaining provisions of this Plan, but shall be fully severable, and the Plan shall be construed and enforced as if said illegal or invalid provisions had never been
inserted herein. 
  

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	I.	Limitation of Liability. 

 Except for their own
gross negligence or willful misconduct regarding the performance of the duties specifically assigned to them under, or their willful breach of the terms of this Plan, the Participating Employer, the O&C Committee and its members, the SPC and its
members, and any other entity or individual administering any aspect of this Plan shall be held harmless by the Participants and their respective representatives, heirs, successors, and assigns, against liability or losses occurring by reason of any
act or omission under the Plan. 
 Executed to be effective as January 1, 2008. 
  

			
	EFH Corp.
		
	By:	 	 /s/ Riz Chand

		 	Riz Chand
		 	Executive Vice President, Human Resources


  

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