ComEd 2015 Annual Report Download - page 555

(h) Awards Granted to Employees of Commonwealth Edison Company Prior to 2014. If Performance Share Unit Awards are granted to
Participants who are employed by Commonwealth Edison Company, an Illinois corporation and subsidiary of the Company (“ComEd”), then unless
the Committee determines otherwise, (i) the number of such Participant’s Earned Shares shall be determined based on the achievement of performance
criteria established by the Board of Directors of ComEd and ratified by the Committee, subject to the maximum number of Earned Shares that may be
subject to a Performance Share Unit Award, as set forth in Section 3(b), and (ii) such Performance Share Unit Awards for 2011 shall be settled (subject to
the vesting and other conditions herein) in a cash payment made by ComEd to the Participant in an amount equal to the Fair Market Value of the
number of such Participant’s Earned Shares, determined as of the applicable vesting date.
4. Restricted Stock Unit Award Program.
(a) Granting of Awards. The Committee may grant Restricted Stock Unit Awards to employees who are employed (i) in a Vice President or other
executive position (including without limitation Nuclear Plant Managers) below the Senior Vice President level, and (ii) key managers and other select
management employees, in each case as selected by the Committee in its sole discretion.
(b) Terms of Awards. Awards shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of this Program, as the Committee shall deem advisable and set forth in the applicable Award Notice.
(c) Number of Shares and Other Terms. The number of shares of Common Stock subject to a Restricted Stock Unit Award shall be determined by
the Committee and set forth in the applicable Award Notice.
(d) Vesting and Forfeiture. Except to the extent a Restricted Stock Unit Award becomes immediately vested upon a termination of the
Participant’s employment pursuant to Section 4(g) of the Program, the shares subject to a Restricted Stock Unit Award shall become vested (i) on the
date of the first regular meeting of the Committee in the calendar year following the calendar year in which the Grant Date occurs with respect to one-
third of the number of shares of Common Stock subject to the Award on the Grant Date, (ii) on the date of the first regular meeting of the Committee in
the second calendar year following the calendar year in which the Grant Date occurs with respect to an additional one-third of the number of shares of
Common Stock subject to the Award on the Grant Date, and (iii) on the date of the first regular meeting of the Committee in the third calendar year
following the calendar year in which the Grant Date occurs with respect to the remaining shares of Common Stock subject to the Award on the Grant
Date (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.
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Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar® Document Research℠
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