ComEd 2015 Annual Report Download - page 517

(iii) a relocation by more than 50 miles of (A) the Executive’s primary workplace, or (B) the principal offices of Exelon or its
successor (if such offices are such Executive’s workplace), in each case without the Executive’s consent; provided, however,
in both cases of (A) and (B) of this subsection (b)(iv), such new location is farther from the Executive’s residence than the
prior location; or
(iv) a material breach of this Plan by Exelon or its successor.
(c) Application of “Good Reason” Definition During the Imminent Control Change Period. During the Imminent Control Change
Period, “Good Reason” shall not include the events or conditions described in subsection (b)(i), (b)(ii) or (b)(iv) above unless the
Imminent Control Change Period culminates in a Change Date.
(d) Limitations on Good Reason. Notwithstanding the foregoing provisions of this Section, no act or omission shall constitute a
material breach of this Plan by Exelon, nor grounds for “Good Reason”:
(i) unless the Executive gives the Plan Administrator a Notice of Termination at least 30 days prior to the Executive’s
Termination Date, and the Company fails to cure such act or omission within the 30-day period;
(ii) if the Executive first acquired knowledge of such act or omission more than 90 days before such Participant gives the Plan
Administrator such Notice or Termination; or
(iii) if the Executive has consented in writing to such act or omission.
7.19. “Imminent Control Change” means, as of any date on or after the Effective Date and prior to the Change Date, the occurrence of any one or
more of the following:
(a) Exelon enters into an agreement the consummation of which would constitute a Change in Control;
(b) Any SEC Person commences a “tender offer” (as such term is used in Section 14(d) of the Exchange Act) or exchange offer, which, if
consummated, would result in a Change in Control; or
(c) Any SEC Person files with the SEC a preliminary or definitive proxy solicitation or election contest to elect or remove one or more
members of the Board, which, if consummated or effected, would result in a Change in Control;
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Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar® Document Research℠
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