ComEd 2006 Annual Report Download - page 365

Mr. Rowe would receive the termination benefits described in the preceding paragraph, if, prior to
March 16, 2010, Exelon terminates Mr. Rowe without cause or he terminates his employment for good
reason, and
• the termination occurs within 24 months after a Change in Control of Exelon or within 18
months after a Significant Acquisition, as such terms are described under “Change in Control
Employment Agreements and Severance Plan Covering Other Named Executives”; or
• Mr. Rowe resigns before March 16, 2010 because of the failure to be appointed or elected as
Exelon’s Chief Executive Officer, Chairman of Exelon’s board of directors, and a member of
the board of directors;
except that:
• the formula annual incentive award payable for the year in which Mr. Rowe’s employment
terminates will be paid in full, rather than prorated;
• in lieu of continued periodic payment of base salary and formula annual incentive, he will
receive a lump sum severance payment equal to his base salary and the formula annual
incentive multiplied by the lesser of (1) three years and (2) the number of years (including
fractional years) remaining until March 16, 2010;
• in determining the amount of such full formula annual incentive and lump sum severance
payment, the formula annual incentive will be the greater of the amount described in the
preceding paragraph or the target annual incentive for the year in which his employment
terminates;
• continued active welfare benefits will be provided for the lesser of (1) three years and (2) the
number of years (including fractional years) remaining until March 16, 2010;
• the SERP benefit will be determined taking into account the lump sum severance payment, as
though it were paid in installments and Mr. Rowe remained employed during the severance
period; and
• professional outplacement services will be provided for up to twelve months.
The term “good reason” means any material breach of the employment agreement by Exelon,
including:
• a failure to provide compensation and benefits required under the employment agreement
(including a reduction in base salary that is not commensurate with and applied to Exelon’s
other senior executives) without Mr. Rowe’s consent;
• causing Mr. Rowe to report to someone other than Exelon’s board of directors;
• any material adverse change in Mr. Rowe’s status, responsibilities or perquisites; or
• any announcement by Exelon’s board of directors without Mr. Rowe’s consent that Exelon is
seeking his replacement, other than with respect to the period following his retirement.
With respect to a termination of employment during the Change in Control or Significant
Acquisition periods described above, the following events will constitute additional grounds for
termination for good reason:
• a good faith determination by Mr. Rowe that he is substantially unable to perform, or that there
has been a material reduction in, any of his duties, functions, responsibilities or authority;
• the failure of any successor to assume his employment agreement;
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