Oncor Electric Delivery Company LLC Amended and Restated Executive Change in Control Policy

1. Policy Purpose.  The purpose of the Oncor Electric Delivery Company LLC Executive Change in Control Policy (the “Policy”) is to establish certain transition benefits, and uniform provisions for the payment thereof, to eligible executives of the Company or any of its Subsidiaries in the event of a termination of employment without Cause by, or a resignation with Good Reason from, a Surviving Entity within twenty-four (24) months following a Change in Control, all as set forth herein. This Policy is adopted effective as of December 31, 2021, and applies to a Change in Control which may occur after such effective date.

2. Definitions.  For purposes of this Policy, the following terms shall have the meanings set forth below:

(a) “Agreement and Release” means the Agreement and Release described in Section 5 hereof, and in the form attached as Exhibit A to this Policy, which must be timely executed, and not revoked, as a condition to an Eligible Executive’s receipt of the benefits provided for in this Policy.

(b) “Board” means:  (i) prior to a Change in Control, the Board of Directors of the Company; and (ii) after a Change in Control, the Board of Directors or comparable governing body of the Surviving Entity.

(c) “Cause” means any one or more of the following:

(i) 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 Surviving Entity; or

(ii) If there is no such employment or change-in-control agreement, (A) if, in carrying out his or her employment duties to the Surviving Entity, the Eligible Executive engages in conduct that constitutes:  (1) a breach of his or her fiduciary duty to the Surviving Entity or its equity interest holders, (2) gross neglect, or (3) gross misconduct resulting in material and objectively determinable damage to the business of the Surviving Entity, or (B) upon the indictment of the Eligible Executive for, or the Eligible Executive’s plea of nolo contendere to, a felony or a misdemeanor involving moral turpitude.

(d) “Change in Control” means any one or more of the following:

(i) The acquisition by one person or more than one person acting as a group (within the meaning of Treas. Reg. §1.409A-3(i)(5)(v)(B)), in one transaction or a series of transactions, of direct or indirect ownership of the equity of the Company or of Sempra Energy (including through any Subsidiary of Sempra Energy that has a direct or indirect beneficial ownership interest in the Company) that, together with the equity held by such person or group, constitutes more than 50% of the total fair market value, total direct or indirect voting power, or the direct or indirect beneficial ownership of the Company or Sempra Energy; provided that such an acquisition of the Company’s equity directly or indirectly by a wholly-owned Subsidiary of Sempra Energy shall not constitute a Change in Control; or

(ii) The acquisition, during any 12-month period, by one person or more than one person acting as a group (within the meaning of Treas. Reg. §1.409A-3(i)(5)(v)(B)), in one transaction or a series of transactions, of direct or indirect ownership of the equity of the Company or of Sempra Energy (including through any Subsidiary of Sempra Energy that has a direct or indirect beneficial ownership interest in the Company), that constitutes 30% or more of the total fair market value, the total direct or indirect voting power, or the direct or indirect beneficial ownership of the Company or Sempra Energy; provided that such an acquisition of the Company’s equity directly or indirectly by a wholly-owned Subsidiary of Sempra Energy shall not constitute a Change in Control; or

(iii) The sale, lease, exchange or other transfer (in one transaction or a series of transactions) of all or substantially all of the assets of the Company, other than a sale to a wholly-owned Subsidiary of Sempra Energy; or

(iv) The consummation of a transaction for which the Public Utility Commission of Texas approved a transfer or change of control (operational or otherwise) of the Company; or

(v) A material change to the terms of the Approved Ring Fence (as defined in the Third Amended and Restated Limited Liability Company Agreement of Oncor Electric Delivery Company LLC, dated as of March 9, 2018).

(e) “COBRA” means the Consolidated Omnibus Benefit Reconciliation Act of 1985, which sets forth certain requirements regarding continued health care benefit coverage.

(f) “COBRA Rate” means the required premium for COBRA coverage.

(g) “Code” means the Internal Revenue Code of 1986, as amended, and the regulations and other rulings promulgated thereunder.

(h) “Company” means Oncor Electric Delivery Company LLC, its successors and assigns.

(i) “Eligible Executive” means the officers of the Company comprising the Senior Leadership Team.

(j) “Good Reason” means any one or more of the following events or actions which are taken without the express, voluntary consent of the Eligible Executive:

(i) A material reduction in the Eligible Executive’s base salary or incentive compensation opportunity, other than a broad-based reduction of base salaries or incentive compensation opportunities of all similarly situated executives of the Surviving Entity, unless such broad-based reduction only applies to former executives of the Company; or

(ii) A material reduction in the aggregate type, 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 of the Surviving Entity, unless such broad-based reduction only applies to former executives of the Company; or

(iii) A material reduction in the Eligible Executive’s authority, duties or responsibilities, including an adverse change in:  (A) the Eligible Executive’s title, reporting level, reporting line or structure, scope of responsibilities, or management authority, or (B) the scope or size of the business, entity, or budget for which the Eligible Executive had responsibility, in each case as in effect immediately prior to the effective time of the Change in Control; or

(iv) The Eligible Executive’s primary work location is relocated, resulting in an increase in the Eligible Executive’s work commute in excess of thirty-five (35) miles more than the Eligible Executive’s work commute immediately prior to the Change in Control; or

(v) A material breach by the Surviving Entity of the terms of any employment agreement with the Eligible Executive; or

(vi) The failure of the Company to obtain an agreement by the Surviving Entity, if such entity is not the Company, to fully assume and perform the provisions of this Policy; or

(vii) The Eligible Executive is asked or required by the Surviving Entity to resign in connection with a Change in Control and does so resign.

(k) “Senior Leadership Team” means the officers of the Company who are elected by the Board from time to time at the level of Senior Vice President or above.

(l) “Subsidiary” means, with respect to an entity, another entity which is owned, directly or indirectly, by such entity.

(m) “Surviving Entity” means the Company, or a corporation, limited liability company or other entity which is the surviving entity in the Change in Control transaction, or any affiliate thereof, which employs an Eligible Executive as of and/or following the Change in Control.

3. Eligibility.  Each individual who, immediately prior to a Change in Control, is an Eligible Executive, shall be eligible to participate in this Policy, subject to the terms and conditions hereof.

4. Available Benefits.  In the event that an Eligible Executive:  (a) is terminated without Cause by the Surviving Entity, or (b) resigns with Good Reason from his or her employment with the Surviving Entity, in either such case within twenty-four (24) months following a Change in Control, the Eligible Executive will, subject to his or her executing and subsequently not revoking the Agreement and Release, and all revocation periods with respect to the Agreement and Release having expired, no later than 52 days following the effective date of such termination of employment, be entitled to receive the following benefits:

(a) Cash Severance Payments.  Eligible Executives will receive the following cash severance benefits:

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

(ii) 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) Pro Rata Target Bonus.  At the same time (and subject to the same conditions) that an Eligible Executive receives a cash severance payment under Section 4(a), the Eligible Executive shall also receive a cash severance payment in an amount equal to a pro rata portion of the Eligible Executive’s target annual incentive award for the year of termination or resignation, with such pro rata portion being the portion of the calendar year (or other applicable performance period) of termination that had been completed at the time of the Eligible Executive’s termination or resignation.

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

(d) Outplacement Assistance.  Eligible Executives will be eligible for payment or reimbursement by the Surviving Entity of reasonable expenses incurred for outplacement services performed by an independent executive outplacement consulting firm selected by the Surviving Entity, for up to the period set forth in the following chart.  The maximum aggregate outplacement assistance payments or reimbursements shall be $40,000 for the Chief Executive Officer, and $25,000 for other members of the Senior Leadership Team.

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

(f) Other Benefit Plans.  Eligible Executives will receive any vested, accrued benefits to which they have become entitled under any of the Surviving Entity’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.

(g) Tax Withholding.  The payments and other benefits provided for herein will be subject to all applicable tax withholdings.

(h) Tax Gross-Up.  Notwithstanding any provision of any other plan, program, arrangement or agreement to the contrary, if any payment, distribution or provision of a benefit to be provided by the Company or the Surviving Entity to the Eligible Executive pursuant to the terms of this Policy or any other payments, distributions or provision of benefits received or to be received by the Eligible Executive (a “Payment”) would be subject to an excise tax pursuant to Sections 280G and 4999 of the 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 Surviving Entity 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

5. 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, (i) the Eligible Executive executing and not subsequently revoking, no later than 52 days following the effective date of such termination of employment, an Agreement and Release in the form attached hereto as Exhibit A and (ii) all revocation periods with respect to the Agreement and Release having expired no later than 52 days following the effective date of such termination of employment.

6. Legal Fees.  The Surviving Entity shall pay or reimburse all reasonable legal fees and expenses (including, without limitation, arbitration fees and expenses) incurred by an Eligible Executive in disputing in good faith the Eligible Executive’s benefits under this Policy, up to a maximum of $250,000 in the aggregate.  Such payments or reimbursements shall be made within thirty (30) business days after delivery of the Eligible Executive’s written request for such payment or reimbursement, accompanied by such evidence as the Company may reasonably require.

7. Successor Bound by Policy.  It is the intent of the Company that this Policy will be assumed by, and be binding upon, the Surviving Entity.  The Company intends to seek the express assumption of this Policy by the Surviving Entity.  If the Surviving Entity is not the Company and it fails or refuses to expressly assume this Policy prior to the effective date of a Change in Control, all Eligible Executives will, effective immediately upon the Change in Control, be eligible to exercise their rights hereunder to resign with Good Reason and receive all of the benefits provided for herein as and in the manner set forth elsewhere herein, including in Section 2(j) hereof.

8. Amendments.  This Policy may be amended at any time by the Board or a duly authorized committee thereof; provided, however, that no such amendment that adversely affects the benefits available to Eligible Executives may be made (a) 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, or (b) within 24 months following a Change in Control.

9. Code Section 409A.

(a) It is intended that all compensation, benefits and other amounts payable or provided to Eligible Executives under this Policy shall be exempt from, or shall be paid or provided in compliance with, Code Section 409A (“Section 409A”).  In this connection, if any payments or benefits provided to an Eligible Executive under this Policy constitute non-qualified deferred compensation subject to, and not exempt from, Section 409A (“Subject Payments”), the following provisions shall apply to such payments and/or benefits:

(i) Each amount to be paid or benefit to be provided will be construed as a separate identified payment for purposes of Section 409A, even if part of an installment payment.

(ii) Neither the Surviving Entity nor the Eligible Executive will have the right to accelerate or defer the delivery of any Subject Payment except to the extent specifically permitted or required by Section 409A.

(iii) With respect to any reimbursement of fees and expenses, or similar payments, the following shall apply:  (A) unless a specific time period during which such expense reimbursements or payments may be incurred is provided for herein, such time period shall be deemed to be the Eligible Executive’s lifetime; (B) the amount of expenses eligible for reimbursement hereunder in any particular year shall not affect the expenses eligible for reimbursement in any other year; (C) the right to reimbursement of expenses shall not be subject to liquidation or exchange for any other benefit; and (D) the reimbursement of an eligible expense or a payment shall be made on or before the last day of the calendar year following the calendar year in which the expense was incurred or the payment was remitted, as the case may be.

(iv) Subject Payments triggered by a termination of employment shall not be made unless such termination of employment constitutes a “separation from service” within the meaning of Section 409A.

(v) If and to the extent any portion of any payment, compensation or other benefit provided to the Eligible Executive in connection with his or her separation from service is determined to constitute a Subject Payment and he or she is a “specified employee” within the meaning of Section 409A, such portion of the payment, compensation or other benefit will not be paid before the earlier of (i) the day that is six months plus one day after the date of separation from service, or (ii) the tenth day after the date of his or her death (as applicable, the “New Payment Date”).  The aggregate of any payments that otherwise would have been paid to the Eligible Executive during the period between the date of separation from service and the New Payment Date will be paid to him or her in a lump sum on the first payroll date beginning after such New Payment Date, and any remaining payments will be paid on their original schedule.

(b) Any payments that are exempt from Section 409A, including amounts exempt under the “short-term deferral” exemption or the “involuntary separation” exemption, each as provided for under Section 409A, will not be treated as Subject Payments unless applicable law requires otherwise.

(c) Notwithstanding any other provision hereof, except for the tax gross-up provisions of Section 4(h) hereof, Eligible Executives shall be fully and solely responsible for the income tax obligations resulting from their receipt of the payments and benefits provided for in this Policy.  In this connection, the Surviving Entity makes no representations or warranties and will have no liability to any Eligible Executive or any other person with respect to any excise or additional taxes imposed on an Eligible Executive as a result of this Policy failing to comply with any requirement of Section 409A.