Exelon 2015 Annual Report Download - page 498

plan, shall not be eligible for benefits under Section 4, except as expressly provided in Section 5 or such Individual Change in Control
Agreement (which expressly refers to the benefits under Section 4 of this Plan).
2.3. Eligibility Under Section 5. Eligibility for the benefits provided under Section 5 hereof due to a Termination of Employment during a Post-
Change Period or an Imminent Control Change Period shall be subject to Section 2.1, and shall be limited to persons who are Executives
immediately prior to the Applicable Trigger Date and who are not subject to Individual Change in Control Agreements.
3. PARTICIPATION
Each eligible Executive shall become a participant in the Plan (“Participant”) upon his or her execution of a separation agreement with the Company
in such form as the Company, in its sole discretion, shall require or permit (the “Severance Agreement”), provided such Severance Agreement is executed not
later than 45 days after the Executive’s Termination Date. Notwithstanding anything herein to the contrary, each Executive shall also be required to execute,
not later than 45 days after the Executive’s Termination Date, a waiver and release of claims against the Company (“Waiver and Release”) which is
substantially in the form attached hereto and made a part hereof as Exhibit II, as may from time to time be modified by the Company in its sole discretion. An
Executive’s right to the payments and benefits under this Plan shall be contingent upon (a) Executive having timely executed and delivered to the Company
the Severance Agreement, Waiver and Release and Restrictive Covenants, (b) Executive not revoking the Waiver and Release and (c) Executive not violating
any of Executive’s on-going obligations under the Plan, the Waiver and Release and the Restrictive Covenants. To the extent that the Company makes
payments and provides benefits to an Executive prior to receipt of the Waiver and Release and/or the expiration of the revocation period and the Executive
either does not timely execute and deliver the Waiver and Release to the Company or revokes the Waiver and Release in accordance with its terms, Executive
shall pay to the Company within 10 days following the expiration of the 45-day consideration period or the date such release was revoked, a lump sum
payment of all payments and the value of all benefits received by Executive to date hereunder.
4. BENEFITS
A Participant described in Section 2.2 shall be entitled to all Accrued Obligations and, subject to Section 6, benefits pursuant to this Section 4 upon
the Participant’s Termination of Employment.
4.1. Severance Pay.
(a) In General. Each Participant other than a Participant described in Section 4.1(b) shall receive severance pay at a monthly rate equal
to 1/12 of the sum of (a) the Participant’s annual base salary in effect as of the date of Termination of Employment, plus, if the
Executive is a participant in the Annual Incentive Award Plan with respect to the year in which the Termination Date occurs, (b) the
Severance Incentive. Subject to Section 13.13 below, payment shall be made in regular payroll installments for the
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Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar® Document Research℠
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