Exelon 2015 Annual Report Download - page 514

(d) an Executive’s material violation of Exelon’s or any of its affiliate’s Code of Business Conduct (including the corporate policies
referenced therein), or of any statutory or common law duty of loyalty to Exelon or any of its affiliates; or
(e) any breach by the Executive of any one or more of the Restrictive Covenants.
7.12. “Change Date” means each date on which a Change in Control occurs after the Effective Date.
7.13. “Change in Control” means:
(a) any SEC Person becomes the Beneficial Owner of 20% or more of the then outstanding common stock of Exelon or of Voting
Securities representing 20% or more of the combined voting power of all the then outstanding Voting Securities of Exelon (such an
SEC Person, a “20% Owner”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not
constitute a Change in Control: (1) any acquisition directly from Exelon (excluding any acquisition resulting from the exercise of
an exercise, conversion or exchange privilege unless the security being so exercised, converted or exchanged was acquired directly
from Exelon), (2) any acquisition by Exelon, (3) any acquisition by an employee benefit plan (or related trust) sponsored or
maintained by Exelon or any corporation controlled by Exelon (a “Company Plan”), or (4) any acquisition by any corporation
pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (c) of this definition; provided further, that for
purposes of clause (2), if any 20% Owner of Exelon other than Exelon or any Company Plan becomes a 20% Owner by reason of an
acquisition by Exelon, and such 20% Owner of Exelon shall, after such acquisition by Exelon, become the beneficial owner of any
additional outstanding common shares of Exelon or any additional outstanding Voting Securities of Exelon (other than pursuant to
any dividend reinvestment plan or arrangement maintained by Exelon) and such beneficial ownership is publicly announced, such
additional beneficial ownership shall constitute a Change in Control; or
(b) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a
majority of the Incumbent Board; provided, however, that any individual becoming a director subsequent to the date hereof whose
election, or nomination for election by Exelon’s shareholders, was approved by a vote of at least a majority of the directors then
comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened
election contest (as such terms are used in Rule 14a-11 promulgated under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the Board; or
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Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar® Document Research℠
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