Exelon 2015 Annual Report Download - page 566

after the date as of which the Participant has attained age 55 (age 50 with respect to Awards granted prior to January 1, 2013) and completed at least ten
years of service with the Company and the Subsidiaries. For purposes of this definition, the holder’s age and service shall be determined taking into
account any deemed age or service awarded to the holder for benefit accrual purposes under any nonqualified defined benefit retirement plan of the
Company in which the holder is a participant.
(u) “Second Tranche” shall mean two-thirds of the Performance Share Units granted under a Transition Award
(v) “Utility Company” shall mean Baltimore Gas & Electric Company, Commonwealth Edison Company, PECO Energy Company and the
Exelon Utility Group within Exelon Business Services Company, LLC.
3. Long Term Performance Share Award and Performance Cash Award Program.
(a) Granting of Awards. Within the first 90 days (or later, with respect to a new hire or promotion) of each Performance Cycle beginning on or
after the Effective Date, the Committee may grant Performance Share Unit Awards to employees who are employed in a Vice President or more senior
position, including without limitation Nuclear Plant Managers, as selected by the Committee in its sole discretion. Effective January 1, 2014, the
Committee may grant Performance Cash Units in lieu of Performance Share Unit Awards to such designated employees who are employed in a Utility
Company. Performance Share Unit Awards and Performance Cash Unit Awards shall be subject to the respective applicable terms and conditions set
forth in this Section 3, and shall contain such additional terms and conditions, not inconsistent with the terms of this Program, as the Committee shall
deem advisable and set forth in the applicable Program summary or Award Notice.
(b) Number of Shares (or Amount of Cash) and Other Terms. The number of shares of Common Stock represented by a Performance Share Unit
Award, and the amount of cash represented by a Performance Cash Award, for any Performance Cycle shall be determined based on the achievement of
performance goals established by the Committee and set forth in the Program summary for such Performance Cycle and the administrative guidelines
approved by the Committee. Each performance goal shall be assigned a weighting and scored at the end of each calendar year within the Performance
Cycle. For Performance Cycles beginning on or after January 1, 2013, at the end of the Performance Cycle, the number of Earned Shares (or the amount
of Earned Cash) is determined based on the average of the annual performance results, subject to adjustment as set forth in the Program summary and/or
administrative guidelines. Notwithstanding the foregoing, the maximum number of shares of Common Stock that may become subject to Performance
Share Unit Awards and Performance Cash Awards granted in any calendar year to Participants the Company has determined as of the Grant Date may be
“covered employees” (within the meaning of Section 162(m)(3) of the Code) for such year or for any subsequent year in which such Award may be
outstanding, shall be equal to the lesser of (i) the number determined by (A) multiplying 1.5% of the Company’s Operating Income for such year by
3
Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar® Document Research℠
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