ComEd 2015 Annual Report Download - page 508

(c) Non-vested Stock Options. Such Participant’s Stock Options that are not vested on the Termination Date:
(i) will not expire (unless such Stock Options would have expired had such Participant remained an employee of the Company)
during the Imminent Control Change Period; and
(ii) will not continue to vest and will not be exercisable during the Imminent Control Change Period.
If the Imminent Control Change lapses without a Change Date, such non-vested Stock Options will thereupon expire.
If the Imminent Control Change culminates in a Change Date, then immediately prior to the Change Date, such non-vested Stock
Options shall become fully vested, and may thereupon be exercised in whole or in part by such Participant at any time until the
earlier of the fifth anniversary of the Change Date, or the option expiration date for such Stock Options, provided that this Section
5.2(c) 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.
(d) Performance Shares. Such Participant’s Performance Shares granted under the Exelon Long Term Performance Share Award Program
under the LTIP will not be forfeited during the Imminent Control Change Period, and will not continue to vest during the Imminent
Control Change Period. If the Imminent Control Change lapses without a Change Date, such Performance Shares shall be governed
according to the terms of Section 4. If the Imminent Control Change Period culminates in a Change Date:
(i) All Performance Shares granted to such Participant under the Exelon Long Term Performance Share Award Program under
the LTIP prior to January 1, 2013, which, as of the Termination Date, have been earned by and awarded to such Participant,
shall become fully vested at the actual earned level on the Change Date, and
(ii) All of the Performance Shares granted to such Participant under the Exelon Long Term Performance Share Award Program
under the LTIP prior to January 1, 2013 which, as of the Termination Date, have not been earned by and awarded to such
Participant shall become fully vested on the Change Date at the actual earned level as of the last day of the applicable
performance cycle, and
(iii) With respect to all Performance Shares granted on or after January 1, 2013, such Performance Shares shall become vested and
earned as set forth in the LTIP, as if the Executive had been involuntarily terminated without cause.
(e) Restricted Stock. Such Participant’s non-vested Restricted Stock will:
(i) not be forfeited during the Imminent Control Change Period; and
(ii) not continue to vest during the Imminent Control Change Period.
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Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar® Document Research℠
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