ex10-30.htm


    
      Exhibit
10.30

       

      NAMED
EXECUTIVE OFFICER COMPENSATION DETERMINATIONS

       

      2009
Named Executive Officer Compensation Determinations

       

      The following is a description of
certain compensation decisions made on January 22, 2009, and, in the case of
Anthony J. Kamerick, on February 26, 2009, in connection with his promotion
to Senior Vice President and Chief Regulatory Officer, by the Pepco Holdings,
Inc. (“PHI”) Board of Directors or the Compensation/Human Resources Committee
(the “Committee”) thereof with respect to the compensation payable to the PHI
executive officers identified below, each of whom is an executive officer listed
in the Summary Compensation Table included in PHI’s proxy statement for its 2008
Annual Meeting (a “Named Executive Officer”).  As to each executive
officer listed below, the decisions consisted of (i) the establishment of
base salary for 2009, (ii) the establishment of the executive’s 2009 annual
bonus opportunity and (iii) the establishment of the executive’s award
opportunities for the period 2009-2011 pursuant to the Performance Stock Program
and Restricted Stock Program under the Pepco Holdings, Inc. Long-Term Incentive
Plan (the “LTIP”).

      


      
        	 
      	 
      	 
      	 
      	 
      	
                2009
      Long-Term

                Incentive
      Plan Awards (2)

              
	
                Name

              	
                Title

              	 
      	
                2009
      Base Salary

              	
                Target
      2009 Annual Bonus Opportunity as a Percentage of Base Salary
      (1)

              	
                Performance
      Stock Program Award Opportunity (# of shares) (3)

              	
                Restricted
      Stock Program Award (# of  shares) (4)

              
	
                Dennis
      R. Wraase

              	
                Chairman

              	
                $

              	
                1,076,000

              	
                   0%

              	
                Target

                Maximum

                 

              	
                           0

                           0

              	
                        0

              
	
                Joseph
      M. Rigby

              	
                President
      and Chief Executive Officer

              	
                $

              	
                820,000

              	
                100%

              	
                Target

                Maximum

                 

              	
                  58,554

                117,108

              	
                29,277

              
	
                Paul
      H. Barry

              	
                Senior
      Vice President and Chief Financial Officer

              	
                $

              	
                518,000

              	
                60%

              	
                Target

                Maximum

                 

              	
                  19,582

                  39,164

              	
                  9,791

              
	
                William
      T. Torgerson

              	
                Vice
      Chairman and Chief Legal Officer

              	
                $

              	
                558,000

              	
                60%

              	
                Target

                Maximum

                 

              	
                  21,094

                  42,188

              	
                10,547

              
	
                Anthony
      J. Kamerick

              	
                Senior
      Vice President and Chief Regulatory Officer

              	
                $

              	
                320,000

              	
                50%

              	
                Target

                Maximum

              	
                    7,998

                  15,996

              	
                  3,999

              


      

      


      
        	
                 
      

              	
                (1)

              	
                An
      executive can earn from 0 to 180% of this percentage of his base salary as
      a cash bonus depending on the extent to which the preestablished
      performance goals are achieved. See “Executive Incentive Compensation
      Plan” below for 2009 performance
goals.

              


      

       

      
        	
                 
      

              	
                (2)

              	
                The
      market value of the PHI common stock, $.01 par value (“Common Stock”)
      (determined based on the average of the high and low Common Stock price as
      traded on the New York Stock Exchange on December 31, 2008),
      representing the executive’s combined (i) target award opportunity under
      the Performance Stock Program and (ii) share award under the Restricted
      Stock Program is equal to the following percentage of the executive’s 2009
      base salary:  200% for Mr. Rigby; 100% for
      Messrs. Barry and Torgerson; and 70% for
      Mr. Kamerick.

              


      

       

      
        	
                 
      

              	
                (3)

              	
                See
      “Long-Term Incentive Plan Awards -- Performance Stock Program” below for a
      description of the Performance Stock
Program.

              


      

       

      
        	
                 
      

              	
                (4)

              	
                See
      “Long-Term Incentive Plan Awards -- Restricted Stock Program” below for a
      description of the restricted stock
awards.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      Executive Incentive
Compensation Plan

       

      Each of the executive officers listed
in the table above is a participant in the PHI Executive Incentive Compensation
Plan.  On January 22, 2009, the Committee established as the
performance goals to be used for the determination of 2009 cash bonus awards for
each of the executive officers (1) earnings relative to the corporate plan, (2)
cash flow, (3) electric system reliability, (4) customer satisfaction, (5)
diversity and (6) safety.

       

      Long-Term Incentive Plan
Awards

       

      On January 22, 2009 and, in the case of
Messrs. Rigby and Kamerick, on February 26, 2009, in connection with
their promotions, the Committee established award opportunities pursuant to the
Performance Stock Program and made awards of restricted stock under the
Restricted Stock Program under the LTIP.  Participants in the LTIP are
key executives of PHI and its subsidiaries selected by the Chairman of the Board
of PHI and approved by the Committee, including each of the executive officers
listed in the table above.

       

      Performance Stock Program

       

      The award opportunities established
under the Performance Stock Program, which account for two-thirds of each
participant’s aggregate 2009 Long-Term Incentive Plan award opportunity, relate
to performance over a three-year period beginning in 2009 and ending in
2011.  Depending on the extent to which the preestablished performance
criteria are satisfied, the participant can earn from 0 to 200% of the target
award in the form of shares of Common Stock.  The performance criteria
consist of an earnings-per-share goal, which will account for 75% of the
potential award, and cash flow per share goal, which will account for 25% of the
potential award.  If during the course of the three-year performance
period, a significant event occurs, as determined in the discretion of the
Compensation/Human Resources Committee, which the Committee expects to have a
substantial effect on total shareholder performance during the period, the
Committee may revise such measures. The target award opportunity and maximum
award opportunity (representing 200% of the target award opportunity) of each
listed executive officer are shown in the table above.

       

      Restricted Stock Program

       

      Under the Restricted Stock Program,
each listed executive officer has received a grant of shares of restricted
stock, which accounts for one-third of the executive’s aggregate 2009 Long-Term
Incentive Plan award opportunity.  The shares of restricted stock are
subject to forfeiture if the employment of the executive terminates before
January 22, 2012, except that in the event of death, disability or
retirement, the award is prorated to the date of termination.  During
the vesting period, the executive has all rights of ownership with respect to
the shares, including the right to vote the shares and the right to receive
dividends on the shares, which dividends the executive will be entitled to
retain whether or not the shares vest.