Oncor Electric Delivery Company LLC Executive Change in Control Policy



 Exhibit 10(w) 
 ONCOR ELECTRIC DELIVERY COMPANY LLC 
 Executive Change in Control Policy

 Effective February 15, 2011 
 1. Policy Purpose. The purpose of the Oncor Electric Delivery Company LLC (“Company” or “Oncor”) Executive Change in Control Policy (this “Policy”) is to
establish uniform provisions for the payment of transition benefits to eligible executives of the Company and any of its consolidated subsidiaries (each a “Subsidiary”, and together the “Subsidiaries”), in the event of their
termination of employment without Cause (as defined herein) or resignation with Good Reason (as defined herein) from the Company or a corporation, limited liability company or other entity resulting from the consummation of a merger, consolidation,
statutory share exchange or similar form of corporate transaction involving the Company (the “Surviving Corporation”), within twenty-four (24) months following a Change in Control (as defined herein), which are set forth herein.

 2. Eligible Executives. Employees who are eligible for the benefits provided for in this Policy (“Eligible
Executives”) are employees of the Company and its Subsidiaries who: (a) immediately prior to the effective time of a Change in Control are designated by the Company as members of the Company’s Executive Team, and (b) are not
party to an employment or other agreement with the Company or any of its Subsidiaries pursuant to which the employees may become eligible for benefits under certain circumstances following a change in control of the Company, as described in such
agreement. The Executive Team shall be comprised of the Chief Executive Officer of the Company (“Chief Executive”) and the employees that constitute the senior leadership team and leadership team, as determined in accordance with the
Company’s internal organizational structure; provided that the Company may determine the specific members of the Executive Team from time to time, and at any particular time. However, the Company shall, effective immediately prior to the
effective time of a Change in Control, determine and communicate the list of Eligible Executives, and such determination shall be final and binding on all parties. 
 Notwithstanding any other provision of this Policy, absent a Change in Control, severance benefits for Eligible Executives will be provided under the terms and conditions of the Oncor Executive Severance
Plan and not under this Policy. In this connection, it is the intent of the Company that Eligible Executives not be eligible for duplicate severance benefits under multiple plans. 
 3. Available Benefits. In the event that: (i) an Eligible Executive is terminated without Cause by the Company, any Subsidiary, a Surviving Corporation, or any of their respective
subsidiaries, or (ii) an Eligible Executive resigns with Good Reason from his or her employment with the Company, any Subsidiary, a Surviving Corporation, or any of their respective subsidiaries, in either the case of (i) or
(ii) within twenty-four (24) months following a Change in Control, the Eligible Executive will, subject to his or her timely execution of, and subsequently not revoking, the Agreement and Release provided for in Section 4 hereof, be
entitled to receive the following benefits: 
 a. Cash Severance Payments. Eligible Executives will receive the following
cash severance benefits: 
 (i) A one-time lump sum cash severance payment in an amount equal to the greater of: (A) a
multiple of the aggregate of ((i)) the Eligible Executive’s annualized base salary in effect immediately before the termination or resignation, or the Executive’s annualized base salary in effect as of the Change in Control, whichever is
greater, plus ((ii)) the Eligible Executive’s target annual incentive award for the year of the termination or resignation, or (B) the amount determined under the Oncor 







 
Severance Plan for non-executive employees based on the Eligible Executive’s annualized base salary in effect immediately before the termination or resignation, or the Executive’s
annualized base salary in effect as of the Change in Control, whichever is greater. The multiple will be determined as set forth in the following table, and will be based on the Eligible Executive’s position with the Company immediately prior
to the termination or resignation, or the Eligible Executive’s position immediately prior to the Change in Control, whichever position is more senior: 
  

			
	 Position
	 	 Multiple of Base Salary

plus

Target Annual Incentive

		
	Chief Executive Officer	 	2x
		
	Member of Executive Team	 	1x

 If the Eligible Executive
is terminated or resigns in accordance with this policy prior to October 10, 2012, a one-time lump sum cash severance payment in an amount equal to the product of (A) the number of stock appreciation rights (“SARS”) held by the
Eligible Executive, and issued pursuant to the Oncor Electric Delivery Company LLC Stock Appreciation Rights Plan (the “SARS Plan”), immediately prior to the Change in Control, multiplied by (B) the difference between the Fair Market
Value (as defined in the SARS Plan) on the date of such termination or resignation minus the Base Price (as defined in the SARS Plan). 
 The severance payments described above will be paid to the Eligible Executive sixty (60) days after his or her termination or resignation (the “Payment Date”), provided that the Eligible
Executive has delivered to the Company, prior to the Payment Date, a signed and unrevoked Agreement and Release. If the Eligible Executive has not delivered to the Company a signed and unrevoked Agreement and Release prior to the Payment Date, the
severance payments described above will not be paid to the Eligible Executive. The severance payments will be subject to all applicable tax withholdings and, to the extent permitted by Code Section 409A, may also be reduced by the amount of any
obligations which the Eligible Executive owes to the Company. Such obligations may include, but not be limited to, some or all of the following: 
  

	 	(1)	The entire balance, if any, owed under the Company’s appliance purchase plan, energy conservation program or employee relocation plan; and


  

	 	(2)	Any amounts owed on Company issued or sponsored travel or credit cards or any other expenses or payments for which the Company should be reimbursed.


 b. Health Care Benefits. Eligible Executives will be eligible for continued health care coverage under
the Company’s health care plans for the applicable COBRA period. The required contribution by the Eligible Executive for such continued coverage will be the applicable employee rate, for the period shown in the following table, unless and until
the Eligible Executive becomes eligible for coverage for a particular type of benefit through employment with another employer, at which time the required contribution for continuing such benefit coverage hereunder shall be the applicable COBRA rate
for such benefit. The period of continued health care coverage provided for herein shall run concurrently with the Eligible Executive’s available COBRA coverage period. 

  
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	 Position
	 	 Period of Continued Health

Care Coverage

		
	Chief Executive Officer	 	18 months
		
	Member of Executive Team	 	18 months

 If an Eligible
Executive is covered under the Company’s health care plans through the end of such eighteen (18) month period and the Eligible Executive is not eligible for coverage for a particular type of benefit through employment with another
employer, then such Eligible Executive may, at the end of such eighteen (18) month period, continue participation in the Company’s health care plans at the applicable COBRA rate for such coverage for the period in the following table:

  

			
	 Position
	 	 Period of Subsidized Premium

for Health
 Care Coverage

		
	Chief Executive Officer	 	18 Months
		
	Member of Executive Team	 	6 Months

 The Company shall
reimburse the Eligible Executive, on a monthly basis, in an amount equal to the difference between the applicable employee rate for such health care coverage and the COBRA rate paid by the Eligible Executive for that coverage during such subsequent
coverage period. 
 c. Outplacement Assistance. Eligible Executives will be eligible for payment or reimbursement by the
Company of reasonable expenses incurred for outplacement services performed by an independent executive outplacement consulting firm selected by the Company, for up to the period set forth in the following chart, and the cost of outplacement
services shall be paid or reimbursed no later than the end of the second year following the year in which the Eligible Executive incurred a termination or resignation of employment with the Company or any of its Subsidiaries: 

 

			
	 Position
	 	 Period of Outplacement Services

		
	Chief Executive Officer	 	18 Months
		
	Member of Executive Team	 	1 Year

 d. Final Paycheck
and Vacation. Eligible Executives will receive their final paycheck, as well as pay for vacation, if any, pursuant to the Company’s standard payroll and/or vacation policy. 

e. Other Benefit Plans. Eligible Executives will receive any vested, accrued benefits to which they have become entitled under any
of the Company’s employee benefit plans covering the Eligible Executive in accordance with and subject to the respective provisions of such employee benefit plans as they may be amended from time to time. 

f. Tax Gross-up. If any payment, distribution or provision of a benefit hereunder (a “Payment”) would be subject to an
excise tax pursuant to Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (“Code”), or any interest or penalties with respect to such excise or other additional tax (such excise tax, together with any such interest or
penalties, are hereinafter collectively referred to as the “Excise Tax”), the Company, Surviving Corporation or any Subsidiary, as 

  
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applicable (for purposes of this Section, all such entities are referred to as the “Gross-up Obligor”) shall pay to the Eligible Executive an additional payment (“Gross-up
Payment”) in an amount such that, after payment by the Eligible Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any income taxes and Excise Taxes imposed on any Gross-up Payment, the
Eligible Executive retains an amount of the Gross-up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing, however, if the aggregate value of the Payments (as determined in accordance with Code Section 280G)
is less than 110% of the product (such product to be referred to herein as the “Excise Tax Threshold”) of three times the Eligible Executive’s “base amount” (as such term is defined in Code Section 280G), then the
Eligible Executive shall not be entitled to a Gross-up Payment and the Payments shall be reduced by the Company so that their aggregate value is equal to $1.00 less than the Excise Tax Threshold. If any payment or benefit intended to be provided
under this Policy must be reduced in accordance with this Section, the Company shall designate the payments and/or benefits to be so reduced in order to give effect to this Section. The reduction shall first come from payments or benefits that are
not permitted to be valued under Q&A 24(c) of Treasury regulation Section 1.280G-1 and then by payments or benefits that are permitted to be valued under Q&A 24(c) of Treasury regulation Section 1.280G-1. The Gross-up Obligor will
coordinate with the Eligible Executive to make an initial determination as to whether a Gross-up Payment is required and the amount of any such Gross-up Payment. The Eligible Executive shall notify the Gross-up Obligor in writing of any claim by the
Internal Revenue Service which, if successful, would require a Gross-up Payment (or a Gross-up Payment in excess of that initially determined). The Gross-up Obligor shall notify the Eligible Executive in writing at least ten (10) business days
prior to the due date of any response required with respect to such claim if it plans to contest the claim. If the Gross-up Obligor decides to contest such claim, the Eligible Executive shall cooperate with the Gross-up Obligor in such action;
provided, however, the Gross-up Obligor shall bear and pay all costs and expenses (including additional interest and penalties) incurred in connection with such action and shall indemnify and hold the Eligible Executive harmless, on an after-tax
basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of the Gross-up Obligor’s action. If, as a result of the Gross-up Obligor’s action with respect to any such claim, the
Eligible Executive receives a refund of any amount paid by the Gross-up Obligor with respect to such claim, the Eligible Executive shall promptly pay such refund to the Gross-up Obligor. If the Gross-up Obligor fails to timely notify the Eligible
Executive whether it will contest such claim or the Gross-up Obligor determines not to contest such claim, then the Gross-up Obligor shall immediately pay to the Eligible Executive the portion of such claim, if any, which it has not previously paid
to the Eligible Executive. 
 Notwithstanding anything to the contrary in the foregoing provisions of this Section 3(f),
the payment of the Gross-up Payment, if any, shall be made no later than two (2) and one-half months (1/2) after the end of the calendar year in which the right to such payment is no longer subject to a “substantial risk of
forfeiture” (as such term is described under Code Section 409A); except if the Gross-up Payment is a “deferral of compensation” (as such term is described under Code Section 409A), then the following provisions of this
paragraph shall apply. If the Gross-up Payment is a deferral of compensation, (i) payment of the portion of the Gross-up Payment that is taxes shall not be made later than December 31 of the year next following the year in which the Excise
Tax is remitted to the taxing authority; (ii) payment of the portion of the Gross-up Payment that is interest or penalties incurred by the Eligible Executive with respect to such taxes shall not be made later than December 31 of the year
next following the year in which the Eligible Executive incurs such interest or penalties, as applicable; and (iii) reimbursement of expenses incurred due to a tax audit or litigation addressing the existence or amount of a tax liability,
whether federal, state, local or foreign, shall not be made later than the end of the year following the year in which the taxes that are the subject of the audit or litigation are remitted to the taxing authority, or where as a result of such audit
or litigation no taxes are remitted, the end of the year following the year in which the audit is completed or there is a final nonappealable settlement or other resolution of the litigation. If the Gross-up Payment is a deferral of compensation,
the amount of interest and penalties 

  
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eligible for payment or reimbursement in any year shall not affect the amount of such interest and penalties eligible for payment or reimbursement in any other year, nor shall such right to
payment or reimbursement be subject to liquidation or exchange for another benefit. Notwithstanding the foregoing provisions of this Section 3(f) that are applicable to deferrals of compensation, if (i) the Gross-up Payment is a deferral
of compensation, (ii) the Eligible Executive is a “specified employee” under Code Section 409A upon the Eligible Executive’s termination or resignation of employment, and (iii) all or any portion of the Gross-up Payment
is considered made upon the Eligible Executive’s termination or resignation of employment, the portion of the Gross-up Payment which is considered made upon the Eligible Executive’s termination or resignation of employment shall not be
made until the earlier to occur of the Eligible Executive’s death or the date that is six (6) months and one (1) day following the Eligible Executive’s termination or resignation of employment. 

4. Agreement and Release. Notwithstanding any other provisions of this Policy, any Eligible Executive’s eligibility for any of the
benefits described herein will be subject to, and conditioned upon, the Eligible Executive executing, and not subsequently revoking, an Agreement and Release in the form provided by the Company. 

5. Definition of Cause. For purposes of this Policy, a termination for “Cause” shall mean any one or more of the following:
(a) as such term may be defined in any employment agreement or change-in-control agreement in effect at the time of termination of employment between the Eligible Executive and the Company, or, (b) if there is no such employment or
change-in-control agreement, “Cause” means, with respect to a Eligible Executive: (i) if, in carrying out his or her duties to the Company, Eligible Executive engages in conduct that constitutes (A) a breach of his or her
fiduciary duty to the Company, its Subsidiaries or their shareholders, (B) gross neglect or (C) gross misconduct resulting in material economic harm to the Company or its Subsidiaries, taken as a whole, or (ii) upon the indictment of
the Eligible Executive, or the plea of guilty or nolo contendere by Eligible Executive to, a felony or a misdemeanor involving moral turpitude. 

6. Definition of Good Reason. For purposes of this Policy, the term “Good Reason” shall mean any one or more of the following
events or actions which are taken without the express, voluntary consent of the Eligible Executive: (a) a reduction in the Eligible Executive’s base salary, other than a broad-based reduction of base salaries of all similarly situated
executives of the Surviving Corporation or subsidiary, as applicable, unless such broad-based reduction only applies to former executives of Oncor; (b) a material reduction in the aggregate level or value of benefits for which the Eligible
Executive is eligible, immediately prior to the Change in Control, other than a broad-based reduction applicable on a comparable basis to all similarly situated executives; or (c) the Eligible Executive is required to permanently relocate
outside of a fifty (50) mile radius of the Eligible Executive’s principal residence in order to perform his or her duties hereunder. 

7. Definition of Change in Control. For purposes of this Policy, the term “Change in Control” shall mean, in one or a series of
related transactions, (i) the sale of all or substantially all of the consolidated assets or capital stock of Energy Future Holdings Corp. (“EFH”), Oncor Electric Delivery Company Holdings LLC (“Oncor Holdings”) or Oncor to
a person (or group of persons acting in concert) who is not an Affiliate of any member of the Sponsor Group (defined below); (ii) a merger, recapitalization or other sale by EFH Corp., any member of the Sponsor Group or their Affiliates, to a
person (or group of persons acting in concert) of the common stock of EFH, no par value (“EFH Common Stock”) that results in more than 50% of the EFH Common Stock (or any resulting company after a merger) being held by a person (or group
of persons acting in concert) that does not include any member of the Sponsor Group or any of their respective Affiliates; or (iii) a merger, recapitalization or other sale of EFH Common Stock by EFH, any member of the Sponsor Group or
their Affiliates, after which the Sponsor Group owns less than 20% of the EFH Common Stock, and has the ability to appoint less than a 

  
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majority of the directors to the board of directors of EFH (or of any resulting company after a merger); and with respect to any of the events described in clauses (i) and (ii) above,
such event results in any person (or group of persons acting in concert) gaining control of more seats on the board of directors of EFH than the Sponsor Group; provided however, that notwithstanding the foregoing, (x) clause (i) above
shall be deemed not to include any reference to EFH, and clauses (ii) and (iii) shall not apply, in each case, for purposes of interpreting the termination or applicability of any puts, calls or release from transfer restrictions upon
Transfers of Oncor Units or equity units of Oncor Holdings, (y) clause (i) above shall be deemed not to include any reference to Oncor Holdings for purposes of interpreting the termination or applicability of any puts, calls or release
from transfer restrictions upon Transfers of Oncor Units and (z) clause (i) above shall be deemed not to include any reference to Oncor for the purposes of interpreting the termination or applicability of any puts, calls or release from
transfer restrictions upon Transfer of equity units of Oncor Holdings. For purpose of this policy, “Sponsor Group” means investment funds affiliated with Kohlberg Kravis Roberts & Co. L.P., TPG Capital, L.P. and Goldman
Sachs & Co., “Transfers” means to, directly or indirectly, transfer, sell, assign, pledge, hypothecate or otherwise dispose of Oncor Units, and “Oncor Units” means equity interests in Oncor or any Affiliate of Oncor (the
material assets of which consist only of its direct or indirect interest in Oncor, or the assets of Oncor) used for the purposes of effecting a public offering of the vehicle holding the assets of Oncor. Notwithstanding the foregoing, should a
Change in Control occur under clauses (i) through (iii) above with respect to the assets or capital stock of EFH, a Change in Control will not be deemed to have occurred unless such Change in Control would result in the material amendment
or interference with the Separateness Undertakings under Section 10(i)(vi) of the Second Amended and Restated Limited Liability Company Agreement of Oncor Electric Delivery Company LLC and any amendments thereto (the “LLC Agreement”),
or would adversely change or modify the definition of an Independent Director under Schedule A to the LLC Agreement. 
 8. Successor Bound
by Policy. It is the intent of the Company that this Policy will be assumed by, and be binding upon, a successor employer of an Eligible Executive following a Change in Control. The Company intends to seek the express assumption of this
Policy by any such successor employer. If a successor employer fails or refuses to expressly assume this Policy prior to the effective date of a Change in Control, the Eligible Executives will, effective immediately prior to the effective time of a
Change in Control, be eligible for the benefits provided for in this Policy upon each of their respective termination or resignation of employment, with or without Good Reason. 
 9. Amendments. This Policy may be amended at any time by the Board of Directors of the Company (“Board”) or a duly authorized committee thereof; provided, however, that no such
amendment that materially adversely affects the benefits available to Eligible Executives may be made at a time that the Company is in the process of negotiating, with the approval of the Board or a duly authorized committee thereof, with a third
party pursuant to a letter of intent, memorandum of understanding, confidentiality agreement or other similar evidence of active negotiation concerning a potential transaction or event which, if consummated, would constitute a Change in Control.

 10. Code Section 409A. 
 a. Notwithstanding any provision of this Policy to the contrary, the time and form of any payment described in this Policy shall be made in accordance with the applicable Section of the Policy (including
expense reimbursements), provided that with respect to termination or resignation of employment for reasons other than death, the payment or benefit at such time can be characterized as a “short-term deferral” for purposes of Code
Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and the Eligible Executive is a “specified employee” under Code Section 409A, such
portion of the payment shall be delayed until the earlier to occur of the Eligible Executive’s death or the date that is six (6) months and one (1) day following the Eligible Executive’s termination or resignation of employment
(the “Delay 

  
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Period”). Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 10 shall be paid or reimbursed to the Eligible Executive in a lump sum, and any
remaining payments shall be payable at the same time and in the same form as such amounts would have been paid in accordance with the applicable Section of the Policy. For purposes of the Policy, the terms “terminated,” “termination
from employment,” “resigns for Good Reason,” “termination or resignation of employment” and variations thereof, as used in this Policy, are intended to mean a termination of employment that constitutes a “separation
from service” under Code Section 409A. 
 b. Except as otherwise permitted under Code Section 409A and the
guidance and Treasury regulations issued thereunder, the time or schedule of any payment or amount scheduled to be paid pursuant to the Policy may not be accelerated. 
 c. The Policy and the benefits provided hereunder are intended to comply with Code Section 409A to the extent applicable thereto. Notwithstanding any other provision of the Policy to the contrary,
the Policy shall be interpreted and construed consistent with this intent. Notwithstanding the foregoing, the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer
the Policy so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Policy will comply with Code Section 409A or any other provision of federal, state, local, or non-United
States law. Neither the Company, its Subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to any Eligible Executive (or any other individual claiming a benefit through an Eligible Executive) for any tax,
interest, or penalties the Eligible Executive may owe as a result of participation in the Policy, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect any Eligible Executive from the obligation to pay any
taxes pursuant to Code Section 409A. 
  

			
	ONCOR ELECTRIC DELIVERY COMPANY LLC
		
	By:	 	 /s/ Debra L. Elmer

		 	Debra L. Elmer
		 	Senior Vice President, Human Resources
		
	Date:	 	February 15, 2011



  
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