Position. You will serve as Vice President of Engineering of the Company. You will report to the President and Chief Executive Officer (the “CEO”) and shall perform the duties and responsibilities customary for such position and such other related duties as are assigned by the President and CEO. You agree to devote substantially all of your professional time, attention and efforts to the performance of your duties as the Company’s Vice President of Engineering, and shall not render services to any other business without the prior approval of the CEO. The foregoing shall not, however, preclude you # from engaging in appropriate civic, charitable or religious activities, # from devoting a reasonable amount of time to private investments, # from serving on the boards of directors of other entities, or # from providing incidental assistance to family members on matters of family business, so long as the foregoing activities and service do not conflict with your responsibilities to the Company.

A one-time lump sum cash severance payment in an amount equal to the greater of: # a multiple of the aggregate of # 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 # the Eligible Executive’s target annual incentive award for the year of the termination or resignation, or # 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:

the assignment to the Executive, without the Executive’s express written approval, of duties or responsibilities, inconsistent, in a material respect, with the Executive’s title and position on the date of a Change in Control or a material reduction in the Executive’s duties, responsibilities or authority from those in effect on the date of a Change in Control;

Change in Executive’s Position. In the event that ​ transfers, demotes, promotes, or otherwise changes Executive’s compensation or position with ​, the restrictions and post-termination obligations set forth in [Sections 8 through 13] of this Agreement shall remain in full force and effect.

Performance of Duties. During Executive’s employment, Executive shall faithfully and diligently perform Executive’s duties in conformity with the directions of the President and Chief Executive Officer of the Company (or his/her designee) and serve the Company to the best of Executive’s ability in the Position. Executive shall devote Executive’s full business time, attention and best efforts to the business and affairs of the Company. In Executive’s capacity in the Position, Executive shall have such duties and responsibilities as are customary for Executive’s position and any other duties and responsibilities Executive may be assigned by the President and Chief Executive Officer (or his/her/their designee) of the Company.

Executive’s Attorney Fees. The Company shall pay for your incurrence of legal fees in connection with the evaluation, negotiation and preparation of this Letter Agreement and associated estate planning services, but in no event shall such payment exceed the sum of Three Thousand dollars ($3,000).

the assignment to Executive of any duties or the reduction of Executive’s duties, either of which results in a material diminution in Executive’s position or responsibilities with the Company in effect immediately prior to such assignment, or the removal of Executive from such position and responsibilities (other than a promotion or similar move to another position);

Good Reason. For purposes of this Agreement, “Good Reason” means: # a material reduction or adverse change in Executive’s title, position, duties or compensation without Executive’s prior express written consent; and # any other material breach by the Company of its obligations hereunder, which breach remains uncured for thirty (30) days following written notice to the Company of such breach, which notice specifies in reasonable detail the nature of such breach.

Notwithstanding Section 2.1, the term of this Agreement shall end upon any Termination of the Executive’s employment that is other than a Qualifying Termination in connection with a Change In Control of the Corporation. For example, this Agreement shall terminate if the Executive’s position is eliminated and the Executive’s employment is Terminated, other than in connection with a Change In Control of the Corporation, # due to a downsizing, consolidation or restructuring of AEPSC or of any other subsidiary of the Corporation or # due to the sale, disposition or divestiture of all or a portion of AEPSC or of any other subsidiary of the Corporation.

Employment Conditions. During the Protected Period, # the Executive’s position (including status, offices, titles, and reporting requirements), authority, duties, and responsibilities will be at least commensurate in all material respects with the most significant of those held, exercised, and assigned at any time during the 120-day period immediately preceding the Change in Control and # the Executive’s service will be performed during normal business hours at the Company’s office where the Executive was principally employed immediately prior to the Change in Control or any relocation of such office within a radius of 50 miles.