ComEd 2015 Annual Report Download - page 500

shall be considered a “short-term deferral” within the meaning of Section 409A of the Code. A Participant who is not a participant in the
Annual Incentive Award Plan for the year in which the Termination Date occurs shall not be entitled to an Annual Incentive, and the amount
(if any) payable under any other Incentive Plan for such year shall be determined by the Company in its sole discretion.
4.3. Stock Options. No Participant shall be entitled to participate in any new grants of Stock Options (as defined in Section 5.1(b)) made after such
Participant’s notification of his or her Termination of Employment. Except as provided below, any Stock Options previously granted to the
Participant shall be exercisable only to the extent such Stock Options are exercisable as of the date of such Participant’s Termination Date and
shall thereafter be exercised in accordance with the provisions of the LTIP. Stock Options which remain unexercisable as of the Participant’s
Termination Date shall be forfeited. Notwithstanding the preceding, if, as of the last day of the Salary Continuation Period, such Participant
has attained at least age 50 ( age 55 with respect to Stock Options granted on or after January 1, 2013) and completed at least 10 years of
service as defined under the tax-qualified defined benefit plan maintained by Exelon in which the Executive is a participant (the “Pension
Plan”) or SERP, then any Stock Options granted to such Participant which have not become exercisable prior to the Participant’s Termination
Date shall (i) become fully vested, and (ii) remain exercisable until the fifth anniversary of the Termination Date or, if earlier, the option
expiration date, provided that this Section 4.3 shall not limit the right of the Company to cancel the Stock Options in connection with a
corporate transaction pursuant to the terms of the LTIP.
4.4. Other Awards. Awards of Performance Shares, Restricted Stock (as defined in Sections 5.1(c) and 5.1(d), respectively) and/or Cash
Performance Awards, as applicable, shall be payable to a Participant solely to the extent provided under the terms of such awards and the
applicable plan under which such awards are granted; provided, however, that to the extent the Company determines that a Participant is a
Specified Employee and that any such payment is deferred compensation, each within the meaning of Section 409A of the Code, such
payment shall not be made prior to the earlier to occur of (i) the six-month anniversary of the Termination Date or (ii) the date of the
Participant’s death.
4.5. Health Care Coverage. During the Salary Continuation Period, a Participant (and his or her dependents) shall be eligible to participate in the
health care plans under which they were covered immediately prior to his or her Termination of Employment, in accordance with and subject
to the terms and conditions of such plans as in effect from time to time. The Participant’s out of pocket costs (including premiums, deductibles
and co-payments) for such coverage shall be the same as that in effect from time to time for active peer employees during such period.
Coverage under this Paragraph 4.5 shall be provided for the duration of the Salary Continuation Period in lieu of continuation coverage under
Section 4980B of the Code and Section 601 to 609 of ERISA (“COBRA”) for the same period. At the end of the Salary Continuation Period,
COBRA continuation coverage may be elected for the remaining balance of the statutory coverage
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Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar® Document Research℠
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