ComEd 2015 Annual Report Download - page 568

(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 (if any) 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.
(e) 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
Performance Share Unit Award, in whole or in part (or at such later time as may be required pursuant to this Section 3(e)), the Company shall issue or
transfer to the Participant the number of Earned Shares 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. All such Awards payable for 2012 or thereafter shall be paid 50% in Common Stock and 50% in cash; provided, however,
that effective for Awards granted on or after January 1, 2013 (including Transition Awards), a Participant whose title is Executive Vice President or
above and who has achieved 200% or more of his or her stock ownership target by September 30 of the calendar year prior to payout of the Award shall
be paid in cash. 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 Performance Share 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. Performance Cash Unit Awards shall be paid in cash
upon vesting. 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 Performance Share Unit Award is scheduled to become fully
vested, then any Earned Shares subject to the Award or payment under a Performance Cash Unit which become vested upon the Participant’s
termination of employment in accordance with Section 3(f) 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.
(f) Termination of Employment. Except as otherwise provided in this Program or the Plan:
(i) Retirement, Disability, Death or Involuntary Termination Without Cause – Awards Granted prior to January 1, 2013. If a Participant’s
employment with the Company terminates by reason of Retirement, Disability, death or an involuntary termination of employment by the
Company for a reason other than Cause, and such Participant has not breached his or her obligations to the Company or any of its affiliates under
any Restrictive Covenant, then all Earned Shares subject to such Participant’s
5
Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar® Document Research℠
The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,
except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.