Exelon 2015 Annual Report Download - page 528

“Code” shall mean the Internal Revenue Code of 1986, as amended.
“Committee” shall mean the Committee designated by the Board, consisting of two or more members of the Board, each of whom may be (i) a “Non-
Employee Director” within the meaning of Rule 16b-3 under the Exchange Act, (ii) an “outside director” within the meaning of Section 162(m) of the Code
and (iii) “independent” within the meaning of the rules of the New York Stock Exchange or, if the Common Stock is not listed on the New York Stock
Exchange, within the meaning of the rules of the principal national stock exchange on which the Common Stock is then traded.
“Common Stock” shall mean the common stock, without par value, of the Company.
“Company” shall mean Exelon Corporation, a Pennsylvania corporation, or any successor thereto.
“Company Plan” shall have the meaning set forth in Section 5.8(b)(i).
“Corporate Transaction” shall have the meaning set forth in Section 5.8(a).
“Disability” shall have the meaning specified in any long term disability plan maintained by the Company in which the participant is eligible to
participate; provided that a Disability shall not be deemed to have occurred until the Company has terminated such participant’s employment in connection
with such disability and the participant has commenced the receipt of long-term disability benefits under such plan. If an participant is not eligible to
participate in a long-term disability plan maintained by the Company, then Disability shall mean a termination of such participant’s employment by the
Company due to the inability of such participant to perform the essential functions such participant’s position, with or without reasonable accommodation,
for a continuous period of at least twelve months, as determined solely by the Committee.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
“Fair Market Value” shall mean the closing transaction price of a share of Common Stock as reported on the New York Stock Exchange on the date as
of which such value is being determined or, if the Common Stock is not listed on the New York Stock Exchange, the closing transaction price of a share of
Common Stock on the principal national stock exchange on which the Common Stock is traded on the date as of which such value is being determined or, if
there shall be no reported transactions for such date, on the next preceding date for which transactions were reported; provided, however, that if the Common
Stock is not listed on a national stock exchange or if Fair Market Value for any date cannot be so determined, Fair Market Value shall be determined by the
Committee by whatever means or method as the Committee, in the good faith exercise of its discretion, shall at such time deem appropriate and in accordance
with Section 409A of the Code.
“Free-Standing SAR” shall mean an SAR which is not granted in tandem with, or by reference to, an option, which entitles the holder thereof to
receive, upon exercise, shares of
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Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar® Document Research℠
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