Exelon 2015 Annual Report Download - page 506

Notwithstanding the foregoing, if such Participant is eligible to obtain a specific type of coverage under welfare plan(s) sponsored
by another employer of such Participant (e.g. medical, prescription, vision, dental, disability, individual life insurance benefits,
group life insurance benefits, but excluding for the purposes of this sentence retiree benefits if such Participant is so eligible), then
the Company shall not be obligated to provide any such specific type of coverage. The Participant shall promptly notify the Plan
Administrator of any such coverage.
(f) Outplacement. To the extent actually incurred by such Participant, the Company shall pay or cause to be paid on behalf of such
Participant, as incurred, all reasonable fees and costs charged by a nationally recognized outplacement firm selected by such
Participant for outplacement services provided for up to 12 months after the Termination Date. No cash shall be paid in lieu of such
fees and costs.
(g) Indemnification. Such Participant shall be indemnified and held harmless by the Company to the greatest extent permitted under
applicable law and the Company’s by-laws if such Participant was, is, or is threatened to be, made a party to any pending, completed
or threatened action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other
proceeding brought by a third party (and not by or on behalf of the Company or its shareholders) whether civil, criminal,
administrative or investigative, and whether formal or informal, by reason of the fact that such Participant is or was, or had agreed to
become, a director, officer, employee, agent, or fiduciary of the Company or any other entity which such Participant is or was
serving at the request of the Company (“Proceeding”), against all expenses (including all reasonable attorneys’ fees) and all claims,
damages, liabilities and losses incurred or suffered by such Participant or to which such Participant may become subject for any
reason; provided, that the Participant provides the Company written notice of any such Proceeding promptly after receipt and such
that the Company’s ability to defend shall not be prejudiced in any fashion and the Company shall have the right to direct the
defense, approve any settlement and shall not be required to indemnify the Participant in connection with any proceeding initiated
by the Participant, including a counterclaim or crossclaim, unless such proceeding was authorized by the Company, and that the
Participant fully cooperates in the investigation and defense of such Proceeding.
(h) Directors’ and Officers’ Liability Insurance. For a period of six years after the Termination Date, the Company shall provide such
Participant with coverage under a directors’ and officers’ liability insurance policy in an amount no less than, and on terms no less
favorable than, those provided to peer executives of the Company from time to time.
5.2. Termination During an Imminent Control Change Period. If, during an Imminent Control Change Period, a Participant has a Termination of
Employment, then
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Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar® Document Research℠
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