Exelon 2015 Annual Report Download - page 569

Performance Share Unit Award and earned cash subject to a Performance Cash Unit shall become fully vested as of the effective date of the
Participant’s termination of employment or date of death, as the case may be. To the extent the Award has not been earned as of the date of the
Participant’s termination of employment or death (i.e. as to which the current Performance Cycle has not elapsed), the Participant shall become
vested in a pro-rated Award based on the number of elapsed days in the current Performance Cycle as of the termination date (or fully vested with
respect to such an Award for 2012 upon an involuntary termination without Cause) and the extent to which the Company performance goals
established under the Program for such Performance Cycle are attained as of the last day of the year in which the termination date occurs (and
assuming a 100% individual performance multiplier), and such Award shall be payable as of the date the first third of the Awards for such
Performance Cycle are payable to Participants who remain actively employed with the Company.
(ii) Retirement, Disability, Death or Involuntary Termination Without Cause – Awards Granted on or after January 1, 2013 (Including Transition
Awards). If a Participant’s employment with the Company terminates by reason of Retirement, Disability, death or an involuntary termination of
employment by the Company for a reason other than Cause, and such Participant has not breached his or her obligations to the Company or any
of its affiliates under any Restrictive Covenant, then (A) if such event occurs within the first 12 months of the Performance Cycle, then the
Participant shall earn and become vested in a pro-rated Award (both First and Second Tranches, in the case of Bridge Awards) based on the
number of elapsed days in such 12-month period as of the termination date (pro-ration determined by dividing the number of elapsed days by
365) and the extent to which the performance goals established under the Program for such Performance Cycle (or portion thereof, in the case of
the Transition Awards) are attained, and (B) if such event occurs after the first 12 months of the Performance Cycle, then the Participant shall
become fully vested in all Earned Shares (the number determined in accordance with Section 3(b) above) or earned cash, as applicable. In either
event, the Earned Shares or cash shall be payable on the next payout date applicable to Participants who remain actively employed with the
Company (either the payout date for the First Tranche or Second Tranche, as applicable, in the case of Transition Awards).
(iii) Termination for Other Reasons. If a Participant’s employment with the Company terminates for any reason other than as described in clause (i) or
(ii) of this Section 3(f) or if the Participant has breached his or her obligations to the Company or any of its affiliates under any Restrictive
Covenant, the unvested portion of such Participant’s Award shall be forfeited and terminate as of the date of such termination of employment.
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Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar® Document Research℠
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