Exelon 2015 Annual Report Download - page 562

(c) Section 409A. This Program and the Awards granted hereunder are intended to comply with the requirements of section 409A of the Code and
shall be interpreted and construed consistently with such intent. Awards granted pursuant to this Program are also intended to be exempt from Section
409A of the Code to the maximum extent possible as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for this purpose each
payment shall be considered a separate payment. In the event the terms of an Award would subject a Participant to taxes or penalties under Section
409A of the Code (“409A Penalties”), the Company may modify the terms of such Award to avoid such 409A Penalties, to the extent possible;
provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any Award. To the extent the timing
of payment under an Award is determined by reference to a Participant’s “termination of employment,” such term shall be deemed to refer to the
Participant’s “separation from service,” within the meaning of section 409A of the Code. Notwithstanding any other provision in this Program, if a
Participant is a “specified employee,” as defined in Section 409A of the Code, as of the date of such Participant’s separation from service, then to the
extent any amount payable to the Participant (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A
of the Code, (ii) is payable upon the Participant’s separation from service and (iii) under the terms of this Program would be payable prior to the six-
month anniversary of the Participant’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month
anniversary of the separation from service and (B) the date of the Participant’s death.
(d) Amendment. The terms of this Program may be amended by the Committee or the Board (or their respective delegates), provided that the
Chief Human Resources Officer or the Vice President, Corporate Compensation, of the Company may amend the Program to comply with applicable
law, to make administrative changes or to carry out directives of the Board or the Committee.
(e) Governing Law. This Program and each Award granted thereunder, and all determinations made and actions taken pursuant thereto, to the
extent not governed by the laws of the United States, shall be governed by the laws of the Commonwealth of Pennsylvania and construed in
accordance therewith without giving effect to principles of conflicts of laws.
14
Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar® Document Research℠
The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,
except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.