ComEd 2015 Annual Report Download - page 556

(e) Dividend Equivalents. As of each Dividend Payment Date, the number of shares of Common Stock that are subject to a Restricted Stock Unit
Award shall be increased by (i) the product of the total number of shares of Common Stock that are subject to such Restricted Stock Unit Award
immediately prior to the record date for such Dividend Payment Date, but that have not been issued pursuant to Section 4(f) as of such record date,
multiplied by the dollar amount of the cash dividend paid per share of Common Stock, divided by (ii) the Fair Market Value of a share of Common
Stock on such Dividend Payment Date. Such additional Restricted Stock Units shall be subject to all of the terms and conditions of the Award,
including the vesting conditions set forth in Section 4(d).
(f) Settlement of Vested Awards. Subject to the withholding of taxes pursuant to Section 8 of the Program, within 30 days after the vesting of a
Restricted Stock Unit Award, in whole or in part (or at such later time as may be required pursuant to this Section 4(f)), the Company shall issue or
transfer to the Participant the number of shares of Common Stock that have become vested. The Company may effect such transfer either by the
delivery of one or more certificates of Common Stock to the Participant or by an appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company, and in either case by issuing such shares in the Participant’s name or in such other name as is acceptable to
the Company and designated in writing by the Participant. The Company shall pay all original issue or transfer taxes and all fees and expenses incident
to such delivery, except as otherwise provided in Section 8 of the Program. Prior to the settlement of a Restricted Stock Unit Award, the holder of such
Award shall have no rights as a stockholder of the Company with respect to the shares of Common Stock subject to such Award. Notwithstanding the
foregoing, if a Participant is a “Specified Employee,” within the meaning of section 409A of the Code, and such Participant is or will become eligible
for Retirement prior to the calendar year in which the Restricted Stock Unit Award is scheduled to become fully vested, then any shares of Common
Stock subject to the Award which become vested upon the Participant’s termination of employment in accordance with Section 4(g) of this Program
shall be issued to the Participant as of the earlier to occur of the six-month anniversary of such Participant’s separation from service or the date of the
Participant’s death.
(g) Termination of Employment. Except as otherwise provided in this Program or the Plan:
(i) Retirement, Disability or Death. If a Participant’s employment with the Company terminates by reason of Retirement, Disability or death, and
such Participant has not breached his or her obligations to the Company or any of its affiliates under any Restrictive Covenant, then all shares of
Common Stock subject to such Participant’s Restricted Stock Unit Award shall become fully vested as of the effective date of the Participant’s
termination of employment or date of death, as the case may be.
(ii) Termination for Other Reasons. If a Participant’s employment with the Company terminates for any reason other than as described in clause (i) of
this Section 4(g) or if the Participant has breached his or her obligations to the Company or any of its affiliates under any Restrictive Covenant,
the
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Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar® Document Research℠
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