ComEd 2015 Annual Report Download - page 552

by the Company’s independent public accountants, and certified by the Committee in accordance with section 162(m) of the Code. The Committee
reserves the right in its sole discretion to determine that the number of Earned Shares for any Performance Cycle shall be zero in the event of materially
adverse business or financial circumstances as determined by the Committee.
(c) Vesting and Forfeiture.
(i) Awards Granted prior to January 1, 2013. Except as provided in Section 3(f)(i) of the Program, Earned Shares granted prior to January 1, 2013
shall become vested (i) on the date of the first regular meeting of the Committee held in the calendar year following the calendar year in which
the Grant Date occurs with respect to one-third of the number of Earned Shares, (ii) on the date of the first regular meeting of the Committee held
in the second calendar year following the calendar in which the Grant Date occurs with respect to an additional one-third of the number of
Earned Shares, and (iii) on the date of the first regular meeting of the Committee held in the third calendar year following the calendar year in
which the Grant Date occurs with respect to the remaining Earned Shares (but, with respect to each such year, not later than March 15), in each
case subject to the Participant’s continuous employment with the Company through the applicable vesting date.
(ii) Transition Awards. Except as provided in Section 3(f)(ii) of the Program, Performance Share Units subject to a Transition Award shall be earned
and become vested (i) with respect to the First Tranche, on the date of the first regular meeting of the Committee held in 2014 and (ii) with
respect to the Second Tranche, on the date of the first regular meeting of the Committee held in 2015 (but, with respect to each such year, not
later than March 15), in each case subject to the Participant’s continuous employment with the Company through the applicable vesting date.
(iii) Awards Granted on or after January 1, 2013 (Other than Transition Awards). Except as provided in Section 3(f)(ii) of the Program, Performance
Share Units and Performance Cash Units subject to an Award (other than a Transition Award) and granted on or after January 1, 2013 shall be
earned and become fully vested on the date of the first regular meeting of the Committee held in the third calendar year following the calendar
year in which the Grant Date occurs (but, with respect to each such Performance Cycle, not later than March 15 of such year), in each case subject
to the Participant’s continuous employment with the Company through the applicable vesting date.
(d) Dividend Equivalents. As of each Dividend Payment Date, the Company shall pay to the Participant a cash payment in an amount equal to
the dollar amount of the cash dividend paid per share of Common Stock multiplied by the number of Earned Shares that are subject to a Performance
Share Unit Award immediately prior to the record date for such Dividend Payment Date, but that have not been issued pursuant to Section 3(e) as of
such record date.
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Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar® Document Research℠
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