ComEd 2015 Annual Report Download - page 513

the last day of such period; provided, however, that any reduction in a Participant’s Base Salary or annual incentive that would qualify as
Good Reason shall be disregarded for purposes of this definition
7.5. “Annual Incentive Award Plan”, means the Exelon Corporation Annual Incentive Award Plan (but not any other short-term incentive plan of a
Company), or any successor plan thereto (including but not limited to any annual incentive plan of a successor to Exelon pursuant to a
Change in Control).
7.6. “Applicable Trigger Date” means
(a) the Change Date, with respect to a Post-Change Period; or
(b) the date of an Imminent Control Change, with respect to the Imminent Control Change Period.
7.7. “Base Salary” for purposes of Section 5, means not less than 12 times the highest monthly base salary paid or payable to a Participant by the
Company in respect of the 12-month period immediately before the Applicable Trigger Date.
7.8. “Beneficial Owner” means such term as defined in Rule 13d-3 of the SEC under the Exchange Act.
7.9. “Board” means the Board of Directors of Exelon or, from and after the effective date of a Corporate Transaction (as defined in the definition of
Change in Control), the Board of Directors of the corporation resulting from a Corporate Transaction or, if securities representing at least 50%
of the aggregate voting power of such resulting corporation are directly or indirectly owned by another corporation, such other corporation.
7.10. “Cash Performance Award” means any cash performance award granted to a Participant in lieu of an award of Performance Shares or Restricted
Stock under the LTIP.
7.11. “Cause” means, with respect to any Executive:
(a) the refusal to perform or habitual neglect in the performance of the Executive’s duties or responsibilities, or of specific directives of
the officer or other executive of Exelon or any of its affiliates to whom the Executive reports which are not materially inconsistent
with the scope and nature of the Executive’s employment duties and responsibilities;
(b) an Executive’s willful or reckless commission of act(s) or omission(s) which have resulted in or are likely to result in, a material loss
to, or material damage to the reputation of, Exelon or any of its affiliates, or that compromise the safety of any employee or other
person;
(c) the Executive’s commission of a felony or any crime involving dishonesty or moral turpitude;
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Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar® Document Research℠
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