Exelon 2015 Annual Report Download - page 511

5.4. Other Terminations of Employment by the Company or a Participant.
(a) Obligations. If, during a Post-Change Period or an Imminent Control Change Period, (i) the Company terminates an eligible
Executive’s employment for Cause (or causes a Participant to be terminated for Cause) (“Cause Termination”) or disability (as
determined by the Plan Administrator in good faith), (ii) an Executive elects to retire or otherwise terminate employment other than
for Good Reason, disability or death, or (iii) an eligible Executive’s employment terminates on account of death, the Company shall
have no obligations to such Executive under Section 5. The remaining applicable provisions of this Plan (including the Restrictive
Covenants) shall continue to apply.
(b) Procedural Requirements. The Company shall strictly observe or cause to be strictly observed each of the following procedures in
connection with any Cause Termination during a Post-Change Period or an Imminent Control Change Period: an eligible
Executive’s termination of employment shall not be deemed to be for Cause under this Section 5.4 unless and until there shall have
been delivered to such Executive a written notice of the determination of the Chief Executive Officer of the Executive’s employer
(“CEO”) (after reasonable written notice of such consideration by the CEO of acts or omissions alleged to constitute Cause is
provided to such Executive and such Executive is given an opportunity to present a written response to the CEO regarding such
allegations), finding that, in his or her good faith opinion, such Executive’s acts, or failure to act, constitutes Cause and specifying
the particulars thereof in detail.
5.5. Sole and Exclusive Obligations. The obligations of the Company under this Plan with respect to any Termination of Employment occurring
during a Post-Change Period or Imminent Control Change Period shall supersede any severance obligations of the Company in any other plan
of the Company or agreement between such Participant and the Company, including, without limitation, Section 4, any offer of employment
or employment contract of the Company which provides for severance benefits, except as explicitly provided in Section 5.2 or to the extent
such Participant is ineligible for such benefits or such benefits are waived pursuant to Section 2.1.
5.6. Payment Capped. If at any time or from time to time, it shall be determined by the Company’s independent auditors that any payment or other
benefit to a Participant pursuant to Section 4 or 5 of this Plan or otherwise (“Potential Parachute Payment”) is or will become subject to the
excise tax imposed by Section 4999 of the Code or any similar tax payable under any United States federal, state, local, foreign or other law
(“Excise Taxes”), then the Potential Parachute Payments payable to such Participant shall be reduced to the largest amount which would both
(a) not cause any Excise Tax to be payable by such Participant and (b) not cause any Potential Parachute Payments to become nondeductible
by the Company by reason of Section 280G of the Code (or any successor provision).
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Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar® Document Research℠
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