Exelon 2015 Annual Report Download - page 524

that no amendment, modification or termination shall deprive any Participant of any payment or benefit that the Plan Administrator previously has
determined is payable under the Plan. Notwithstanding the foregoing, no amendment or termination that reduces the severance payments or materially
adversely affects any Participant’s other benefits under Section 5 shall become effective as to such Participant during: (a) the 24-month period following a
Change Date or (b) during an Imminent Control Change Period (unless such Participant consents to such termination or amendment). Any purported Plan
termination or amendment in violation of this Section 12 shall be void and of no effect.
13. MISCELLANEOUS
13.1. Limitation on Rights. Participation in the Plan is limited to the individuals described in Sections 2 and 3, and the benefits under the Plan
shall not be payable with respect to any voluntary or involuntary termination of employment that is not a Termination of Employment.
13.2. Cooperation By Participants. During the Salary Continuation Period or Severance Period, as applicable, the Executive shall (a) be reasonably
available to the Company to respond to requests by them for information pertaining to or relating to matters which may be within the
knowledge of the Executive and (b) cooperate with the Company in connection with any existing or future litigation or other proceedings
brought by or against the Company, its subsidiaries or affiliates, to the extent the Company deems the Executive’s cooperation reasonably
necessary.
13.3. No Set-off by Company. This Section shall apply solely with respect to a Termination of Employment during a Post-Change Period or an
Imminent Control Change Period that culminates in a Change Date. Except as provided in Section 6, a Participant’s right to receive when due
the payments and other benefits provided for under Section 5 of this Plan is absolute, unconditional and subject to no setoff, counterclaim or
legal or equitable defense.
13.4. No Mitigation. A Participant shall not have any duty to mitigate the amounts payable by the Company under this Plan by seeking new
employment following termination. Except as specifically otherwise provided in this Plan, all amounts payable pursuant to this Plan shall be
paid without reduction regardless of any amounts of salary, compensation or other amounts which may be paid or payable to the Executive as
the result of the Executive’s employment by another, unaffiliated employer.
13.5. Headings. Headings of sections in this document are for convenience only, and do not constitute any part of the Plan.
13.6. Severability. If any one or more Sections, subsections or other portions of this Plan are declared by any court or governmental authority to be
unlawful or invalid, such unlawfulness or invalidity shall not serve to invalidate any Section, subsection or other portion not so declared to
be unlawful or invalid. Any Section, subsection or other portion so declared to be unlawful or invalid shall be construed so as to effectuate the
terms of such Section, subsection or other portion
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Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar® Document Research℠
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