ComEd 2015 Annual Report Download - page 509

If the Imminent Control Change Period lapses without a Change Date, such non-vested Restricted Stock shall thereupon be
forfeited.
If the Imminent Control Change Period culminates in a Change Date, then immediately prior to the Change Date, such Participant’s
Restricted Stock shall (except as expressly provided to the contrary in the award) become fully vested, and within ten business days
after the Change Date, the Company shall deliver to such Participant all of such shares theretofore held by or on behalf of the
Company, which will be subject to the same terms which other stockholders of the Company receive in the transaction.
(f) Cash Performance Awards. All Cash Performance Awards shall become fully vested in accordance with the terms of the underlying
award documents.
(g) Continuation of Welfare Benefits. The Participant and the Participant’s dependents shall be eligible for welfare benefits (other than
any severance pay that may be considered a welfare benefit) in accordance with the terms and conditions of the applicable plans
during the Imminent Control Change Period, to the same extent as if such Participant had remained employed during such period,
subject to the following:
(i) in determining benefits applicable under such Welfare Plans, such Participant’s annual compensation attributable to base
salary and incentives for any plan year or calendar year, as applicable, shall be deemed to be not less than such Participant’s
Base Salary and annual incentive for the year in which the Termination Date occurs;
(ii) the cost of such welfare benefits to such Participant and dependents under this Section 5.2(g) shall not exceed the cost of
such benefits to peer executives who are actively employed by the Company during the Imminent Control Change Period;
and
(iii) Health care coverage under this Section 5.2(g) shall be provided for the duration of the Severance 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 Severance Period, COBRA continuation coverage may be elected for the remaining balance of the statutory
coverage period, if any.
If the Imminent Control Change Period lapses without a Change Date, welfare benefit plan coverage under this Section 5.2(g) shall
thereupon cease, subject to such Participant’s rights, if any, to continued coverage under a Welfare Plan, Section 4, or applicable
law. If the Imminent Control Change Period culminates in a Change Date, then for the remainder of the Severance Period, the
Participant and his or her dependents shall continue to be eligible for welfare benefits as described in, and subject to the limitations
of Section 5.1(e).
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Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar® Document Research℠
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