exv10w1






Exhibit 10.1




CONTRACT FOR SERVICES




     This Contract for Services (the “Agreement”) is by and between ONCOR ELECTRIC DELIVERY COMPANY
LLC, a Delaware limited liability company (the “Company”), and Rob D. Trimble, III, an individual
(“Executive”), collectively (the “Parties”).



RECITALS




     WHEREAS, Executive has been employed by and served as an officer of the Company; and



     WHEREAS, Executive will retire from the Company effective April 1, 2010; and



     WHEREAS, Executive has agreed to remain available to the Company as an independent consultant
to serve as an advisor to Company’s executive management (“Executive Management”) and continue
transition management knowledge transfer with regard to his prior position(s) with the Company.



     NOW, THEREFORE, in consideration of the promises and mutual agreements in this Agreement, and
for other good and valuable consideration, the receipt and legal sufficiency which are hereby
acknowledged, the Parties agree as follows:



Article 1

CONTRACT FOR SERVICES




1.1 Term.




     The term of this Agreement is for a two (2) year period commencing on April 1, 2010 and,
unless otherwise terminated in accordance with the provisions of Section 1.9 hereof, terminating
on March 31, 2012 (the “Term”).



1.2 Scope of Work.




     Executive shall, as requested by the Company during the Term, serve as an advisor to
Executive Management and continue transition management knowledge transfer with regard to his
prior position(s) with the Company (the “Services”).



     Executive agrees to be available upon reasonable notice to provide Services, provided that
Executive will not be asked to work more than one hundred (100) full days, or eight hundred (800)
hours per year during the Term. Both Parties acknowledge that this Contract for Services is
non-exclusive.



     Executive’s day-to-day contact with respect to the Services will be Ms. Debra L. Elmer (the
“Services Administrator”).



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     The manner in which the Services are to be performed and the specific hours worked by
Executive shall be determined by him. The Company will rely on Executive to work as many hours
as may be reasonably necessary to fulfill his obligations under this Agreement. The Parties
understand and agree that, so long as Executive performs the Services in accordance with
provisions set forth herein, he shall: control and direct the performance of the Services; use
his own judgment in determining the means and methods of his work; and perform the Services in an
independent and professional manner consistent with the standards of the trade, the Company’s
Code of Conduct, and all applicable local, state, and federal laws, rules, and regulations. If
Executive hires employees to assist him in providing the Services under this Agreement, both
Parties expressly acknowledge that he is not doing so in any capacity of supervisor or Company
representative, and Executive shall be responsible for the quality of the Services and for
ensuring such employees’ compliance with professional standards and applicable laws. Executive
shall be solely responsible for any salary or other compensation of such employees.



1.3 Relationship of the Parties.




     It is the intention of the Parties that, in performing the Services, Executive shall act as,
and be deemed in all respects to be, an independent consultant, and not an officer, employee, or
agent of the Company for any purpose. Executive shall not be empowered to and shall not enter
into any agreement or incur any obligations on behalf of the Company, or commit the Company in
any manner, without the Company’s prior written consent.



1.4 Fringe Benefits.




     Executive is not eligible for, and shall not participate in, or otherwise receive any
employee benefits under, any qualified, nonqualified, welfare or fringe benefit plan or program
or annual incentive plan or program maintained by the Company (though nothing in this Agreement
will affect the benefits Executive is entitled to based on his prior employment with the
Company), except as provided herein this Section 1.4. Likewise, the Company is not responsible
for, and shall not provide, workers’ compensation insurance for Executive. The Company agrees to
provide Executive, during the Term of this Agreement, with reimbursement of the cost, not to
exceed current Company costs for such services, for Executive Financial Planning services and for
an annual Executive-type Physical Health Examination.



1.5 Compensation.




     During the Term, in consideration of Executive’s being available to perform and, when
requested by the Company, performing the Services contained in the Agreement, the Company shall
pay Executive a yearly retainer (the “Yearly Retainer”) of one
hundred fifty thousand dollars ($150,000.00) which shall be paid at a time mutually agreed
between Executive and the Services Administrator.



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1.6 Expenses.




     In addition to the compensation provided for in Section 1.5 above, Executive shall be
entitled to reimbursement for actual expenses reasonably incurred in the performance of the
Services. Executive must submit a request for expense reimbursement with appropriate and
available receipts or other evidence of the expenses. If approved, expenses shall be paid within
thirty (30) days of Company’s receipt of such request. All requests for expense reimbursement
shall be sent to the Services Administrator:


Debbi Elmer

SVP, Human Resources

Oncor Electric Delivery Company LLC

1601 Bryan Street

Dallas, TX 75201




1.7 Equipment, Tools, Materials or Supplies.




     Executive shall be responsible for providing all labor, materials, supplies, equipment,
transportation, and facilities necessary or appropriate to timely and properly complete the
Services in accordance with the provisions of this Agreement.



1.8 Taxes, Liabilities, Expenses, and Assessments.




     Executive understands that he shall be solely responsible for the full and timely payment of
any and all taxes, liabilities, expenses and assessments of any kind in any way arising out of or
relating to Executive’s receipt of the compensation set forth in Section 1.5 of this Agreement,
including without limitation, social security, medicare, unemployment insurance, gross receipts
taxes, withholding taxes, workers’ compensation insurance, and income taxes.



1.9 Termination of Contract for Services.




     The Term of the Contract for Services will expire on March 31, 2012. However, either party
may terminate the Contract for Services at any time during the Term for any reason by delivering
written notice to the other, and such termination will be effective on the last day of the
quarter during which such notice is sent, unless such termination is pursuant to Sub-Section
1.9(b)(ii)-(iv) below, in which case the termination will be effective on the last day of the
month during which such notice is sent.




	 	a.	 	Termination by Executive.
Upon such termination by Executive, he will have no further obligation to provide
the Services, and the Company will have no obligation to provide further
compensation under Sections 1.5 hereof, except that the Company, in accordance with
the provisions of the Contract for Services, will




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	 	 	 	reimburse Executive for any reasonable business expenses incurred before
termination of the Contract for Services. In the event of such termination by
Executive, he must reimburse the Company a pro-rata portion of the Yearly Retainer
paid to Executive during the consulting year in which such termination occurs.
That pro-ration will be calculated by multiplying the number of full quarters
between the effective date of the termination and the end of the consulting year by
thirty-seven thousand five hundred dollars ($37,500.00) (the “Pro Rata Formula”)
	 
	 	b.	 	Termination by Company.
Upon such termination by the Company, Executive will have no further obligation to
provide the Services. In the event of a termination by the Company, Executive will
not be obligated to reimburse the Company for any portion of the Yearly Retainer,
unless such termination is due to the following (in which case Executive will be
required to reimburse the Company in accordance with the Pro Rata Formula): (i)
Executive’s continued failure to perform Services as determined in the reasonable
business judgment of the Company after Executive has been provided written notice
of the failure to perform the Services and no less than sixty (60) days to cure;
(ii) conduct by Executive that would constitute a violation of the law or the
Company Code of Conduct; (iii) misappropriation of a material business opportunity
of the Company or an Affiliate; or (iv) conduct that directly results in material
economic harm to the Company.





ARTICLE 2

RESTRICTIVE COVENATS




2.1 Confidentiality.




     For purposes of this Agreement, “Confidential Information” shall mean information: (1)
disclosed to or known by Executive as a consequence of or through performing the Services for the
Company or the Contract for Services; (2) not publicly available and/or not generally known
outside the Company; and (3) which relates to any aspect of the Company, its businesses,
research, and/or development. Confidential Information also includes, but is not limited to
Company non-public information or trade secrets, proprietary information, business plans,
marketing plans, corporate community relations strategies and contacts, design, and other
methodologies, computer code and programs, technology, know-how, operations manuals, office
guides, personnel files, instructional material, authorization and/or identification codes or
symbols, formulas, processes, compilations of information, drawings, results of
research proposals, reports, records, financial and operational information and data,
operational plans and strategies, plans for various products and services, acquisition and
divestiture planning, compensation and benefit information, personal information about Company
employees and applicants, information related to internal investigations,



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administrative actions and/or litigation, cost and pricing information, potential industry
partners and contacts with such partners, customer and potential customer lists and contact
information, supplier lists and contact information, vendor lists and contact information, and
information provided to Company by a third party under restrictions against disclosure or use by
Company, or others.




2.2 Non-Disclosure.




     In connection with the Company’s engagement of Executive to perform Services, Executive will
be provided with and will have access to certain Confidential Information. Executive agrees that
Executive and his Agents shall not, except as provided herein or as the Company may otherwise
consent or direct in writing, reveal or disclose, sell, use, lecture upon, publish or otherwise
disclose to any third party any Confidential Information or authorize anyone else to do these
things at any time either during or subsequent to Executive’s engagement with Company.



2.3 Conflicts of Interest.




     Executive agrees that he will not, during the Term, enter into any agreement or relationship
of any kind or conduct himself in any manner which could reasonably be expected to result in, or
otherwise create, an either actual or perceived conflict of interest that would be adverse to the
interests of the Company.



2.4 Non-Raiding.




     Executive agrees, that during the Term, he will not solicit, recruit, induce, encourage, or
in any way cause an employee, consultant, or contractor then engaged by the Company to terminate
his, her, or its employment or contractual relationship with the Company.



2.5 Non-Disparagement.




     In exchange for the compensation set forth in Section 1.5 above and other valuable
consideration, Executive agrees not to make any false or disparaging, negative, unflattering,
accusatory, derogatory, or defamatory remarks or references, whether written or oral, about the
Company in any dealings with third parties (except as expressly permitted by this Agreement) or
otherwise take any action that primarily is designed or intended to have the effect of
discouraging any employee, lessor, licensor, customer, supplier, or other business associate of
the Company from maintaining its business relationships with the Company. This Section 2.5 does
not preclude Executive from testifying under oath or in response to a valid subpoena. By signing
this Agreement, Executive agrees and acknowledges that Executive is making, after the
opportunity to confer with counsel, a knowing, voluntary and intelligent waiver of rights
Executive may have to make disparaging comments regarding the Company, including rights under the
First Amendment to the United States Constitution and any other applicable federal and state
constitutional rights.



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2.6 Compliance with the Law.




     Executive agrees to observe and comply with all federal, state, and local laws, rules,
decrees, orders, regulations, by-laws, ordinances, and codes which may, in any manner, relate to
or affect the performance of the Services hereunder, at all times during the performance of the
Services hereunder.



2.7 Injunctive Relief.




     Executive acknowledges and agrees that any breach or violation by Executive of Sections 2.2,
2.3, 2.4 and 2.5 of this Agreement will result in immediate and irreparable injury and harm to
Company and will cause damage to Company in amounts difficult to ascertain. Accordingly, in the
event of a breach or threatened breach by Executive (including by any of his Agents) of any of
the provisions of Sections 2.2, 2.3, 2.4, or 2.5 of this Agreement, Executive agrees that
Company, in addition to and not in limitation of any other rights, remedies or damages available
to Company at law or in equity, shall be entitled to a preliminary and a permanent injunction in
order to prevent or restrain any such further breach by Executive and/or Executive’s Agents.



ARTICLE 3

MISCELLANEOUS




3.1 Severability; Judicial Modification.




     If any term, provision, covenant, or restriction of the Agreement is held by a court of
competent jurisdiction to be invalid, void, or unenforceable, the remainder of the Agreement and
other terms, provisions, covenants, and restrictions hereof, shall remain in full force and effect
and shall in no way be affected, impaired, or invalidated. It is hereby stipulated and declared to
be the intention of the Parties that they would have executed the Agreement had any terms,
provisions, covenants, and restrictions which may be hereafter declared invalid, void, or
unenforceable not initially been included herein.



3.2 Survival of Covenants.




     These non-disclosure and non-disparagement obligations shall continue in full force and effect
after the conclusion of Executive’s engagement with the Company and shall survive the expiration,
termination, or cancellation of this Agreement regardless of the reason for such termination or
restriction. Executive’s obligations with respect to any specific Confidential Information shall
cease only when that specific portion of the Confidential Information becomes publicly known, other
than as a result of disclosure by
Executive and/or his Agents, in its entirety and without combining portions of such
Confidential Information obtained separately. It is understood that such Confidential Information
includes matters that Executive conceives or develops while working as an



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Executive for the Company, as well as matters Executive learns from employees, executives and
contractors of the Company.




3.3 Governing Law; Attorney’s Fees; and Costs.




     The Agreement has been executed, delivered and is primarily performable in Dallas, Texas. The
parties agree that the proper venue and jurisdiction for any cause of action relating to the
Agreement shall be in Dallas County, Texas. The Agreement shall be construed, and enforced in
accordance with, and all disputes arising under this Agreement (whether in contract or tort) shall
be governed by, the laws of the State of Texas without reference to choice-of-law principles. In
the event any issue arising out of this Agreement is litigated by the Parties, the prevailing party
shall be entitled to recover from the other party its reasonable attorneys’ fees and costs.



3.4 Authority.




     Each party hereto hereby acknowledges and agrees that they have had the opportunity to consult
with their own legal counsel in connection with the negotiation of the Agreement.



3.5 Non-Waiver.




     The failure of either the Company or Executive to enforce or require timely compliance with
any terms or provisions of this Contract for Services shall not be deemed to be a waiver or
relinquishment of rights or obligations arising hereunder, nor shall any such failure preclude the
enforcement of any term or provision or avoid the liability for any breach of this Contract for
Services.



3.6 Notices.




     All notices from one party to the other shall be deemed to have been duly delivered when hand
delivered or sent by United States Postal Service certified mail, return receipt requested, postage
prepaid, as follows:



	 	 	 

	If to Executive:

	 	If to the Company:
	 
	 	 
	Rob D. Trimble, III

	 	Debra L. Elmer
	6256 Highgate Lane

	 	Oncor Electric Delivery Company LLC
	Dallas, TX 75214

	 	1601 Bryan Street
	 

	 	Dallas, Texas 75201






3.7 Entirety of Agreement.




     The Agreement constitutes the entire agreement between the parties hereto with respect to the
subject matter hereof and supersedes and replaces any and all prior negotiations, undertakings,
understandings, or agreements (whether written or oral).



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EXECUTIVE HAS READ AND UNDERSTANDS THIS AGREEMENT. ANY QUESTIONS EXECUTIVE HAS REGARDING THIS
AGREEMENT HAVE BEEN ANSWERED TO EXECUTIVE’S SATISFACTION. EXECUTIVE AGREES TO COMPLY WITH THIS
AGREEMENT AS A CONDITION OF EXECUTIVE’S ENGAGEMENT WITH COMPANY.







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     IN WITNESS WHEREOF, the Parties have executed the Agreement as of the date set forth below.



	 	 	 	 	 	 	 	 	 

	EXECUTIVE	 	 	 	ONCOR ELECTRIC DELIVERY

COMPANY LLC
	 
	 	 	 	 	 	 	 	 
	/s/ Rob D. Trimble, III	 	 	 	By:	 	/s/ Debra L. Elmer
	 	 	 	 	 	 	   
	Rob D. Trimble, III	 	 	 	 	 	Debra L. Elmer
	 
	 	 	 	 	 	 	 	 
	Date:

	 	3-17-10
	 	 	 	Title:
	 	SVP, Human Resources
	 

	 	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Date:
	 	April 1, 2010
 
 







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