ComEd 2015 Annual Report Download - page 573

(f) Method of Exercise. To the extent permitted by the Administrator, a Participant may exercise an Option (i) by giving written notice to the Company
(or its designated agent) specifying the number of whole shares of Common Stock to be purchased and accompanying such notice with payment therefor in
full, and without any extension of credit, either (A) in cash, (B) by delivery (either actual delivery or by attestation procedures established by the Company)
to the Company of previously owned whole shares of Common Stock having a Fair Market Value, determined as of the date of exercise, equal to the
aggregate purchase price payable by reason of such exercise, (C) authorizing the Company to withhold whole shares of Common Stock which would
otherwise be delivered having an aggregate Fair Market Value, determined as of the date of exercise, equal to the amount necessary to satisfy such obligation,
provided that the Committee determines that such withholding of shares does not cause the Company to recognize an increased compensation expense under
applicable accounting principles, (D) except as may be prohibited by applicable law, in cash by a broker-dealer acceptable to the Company to whom the
Participant has submitted an irrevocable notice of exercise or (E) a combination of (A), (B) and (C) and (ii) by executing such documents as the Company
may reasonably request. Any fraction of a share of Common Stock which would be required to pay such purchase price shall be disregarded and the
remaining amount due shall be paid in cash by the Participant. No shares of Common Stock shall be issued and no certificate representing Common Stock
shall be delivered until the full purchase price therefor and any withholding taxes thereon, as described in Section 8, have been paid.
(g) Termination of Employment.
(i) Retirement or Disability. If the Company ceases to employ a Participant by reason of such Participant’s Retirement or Disability, each Option
held by such Participant shall be fully exercisable, and may thereafter be exercised by such Participant (or such Participant’s legal representative
or similar person) until and including the earlier to occur of (i) the fifth anniversary of the effective date of such Participant’s termination of
employment and (ii) the Expiration Date.
(ii) Death. If the Company ceases to employ a Participant by reason of such Participant’s death, each Option held by such Participant shall be fully
exercisable, and may thereafter be exercised by such Participant’s executor, administrator, legal representative, beneficiary or similar person until
and including the earlier to occur of (i) the third anniversary of the date of death and (ii) the Expiration Date.
(iii) Cause. If the Company ceases to employ a Participant due to a termination of employment by the Company for Cause, each Option held by such
Participant shall be cancelled and cease to be exercisable as of the earlier to occur of (i) the effective date of such termination of employment and
(ii) the date on which the Participant first engaged in conduct giving rise to a termination for Cause, and the Company thereafter may require the
repayment of any amounts received by such Participant in connection with an exercise of such Option following such cancellation date.
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Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar® Document Research℠
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