Exelon 2015 Annual Report Download - page 538

described in Section 2.3(a) through Section 2.3(c), then each option and SAR held by such holder shall be exercisable only to the extent that such option or
SAR is exercisable on the effective date of such holder’s termination of employment, and may thereafter be exercised by such holder (or such holder’s legal
representative or similar person) until and including the earlier to occur of (i) the date which is 90 days after the effective date of such holder’s termination of
employment and (ii) the expiration date of the term of such option or SAR.
(e) Death Following Termination of Employment. Unless otherwise specified in the Agreement relating to an option or SAR, as the case may be, if the
holder of an option or SAR dies during the applicable post-termination exercise period described in Section 2.3(d), each option and SAR held by such holder
shall be exercisable only to the extent that such option or SAR, as the case may be, is exercisable on the date of such holder’s death and may thereafter be
exercised by the holder’s executor, administrator, legal representative, beneficiary or similar person until and including the earlier to occur of (i) the date
which is one year after the date of death and (ii) the expiration date of the term of such option or SAR.
(f) Breach of Restrictive Covenant. Notwithstanding Sections 2.3(a) through (e), if the holder of an option or SAR breaches his or her obligations to the
Company or any of its affiliates under a noncompetition, nonsolicitation, confidentiality, intellectual property or other restrictive covenant (a “Restrictive
Covenant”), each option and SAR held by such holder shall be cancelled and cease to be exercisable as of the date on which the holder first breached such
Restrictive Covenant, and the Company thereafter may require the repayment of any amounts received by such holder in connection with an exercise of such
option or SAR following such cancellation date.
(g) Certain Terminations After Change in Control. Unless otherwise specified in, and subject to all conditions set forth in, the Agreement relating to an
option or SAR, as the case may be, or any individual change in control agreement or severance plan, and notwithstanding any other provision of this Section
2.3, if within 24 months following a Change in Control, the Company ceases to employ the holder of an option or SAR due to a termination of employment
(i) by the Company other than for Cause, or (ii) with respect to a holder whose position is at least salary band E09 (or its equivalent), by the holder for Good
Reason, such holder’s outstanding options shall immediately become fully exercisable and may thereafter be exercised by such holder (or such holder’s legal
representative or similar person) until and including the earlier to occur of (A) the date which is five years after the effective date of such holder’s termination
of employment and (B) the expiration date of the term of such option or SAR.
2.4 No Repricing. The Committee shall not without the approval of the stockholders of the Company, (i) reduce the purchase price or base price of any
previously granted option or SAR, (ii) cancel any previously granted option or SAR in exchange for another option or SAR with a lower purchase price or
base price or (iii) cancel any previously granted option or SAR in exchange for cash or another award if the purchase price of such option or the base price of
such SAR exceeds the Fair Market Value of a share of Common Stock on the date of such cancellation, in each case, other than in connection with a Change
in Control or the adjustment provisions set forth in Section 5.7.
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Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar® Document Research℠
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