Exelon 2015 Annual Report Download - page 516

Notwithstanding the occurrence of any of the foregoing events, a Change in Control shall not occur with respect to a Participant if, in
advance of such event, such Participant agrees in writing that such event shall not constitute a Change in Control.
7.14. “Code” means the Internal Revenue Code of 1986, as amended.
7.15. “ComEd Key Manager Plan” means the ComEd Key Manager Long-Term Performance Plan, or any successor thereto.
7.16. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
7.17. “Exchange Act” means the Securities Exchange Act of 1934, as amended.
7.18. “Good Reason” means:
(a) for purposes of Section 4 hereof,
(i) a material reduction of an Executive’s salary unless such reduction is part of a policy, program or arrangement applicable to
peer executives of the Company or of the Executive’s business unit; and
(ii) with respect to an Executive whose title with respect to a Company is Senior Vice President or above, a material adverse
reduction in the Executive’s position or duties that is not applicable to peer executives of the Company or of the
Executive’s business unit, but excluding any change (A) resulting from a reorganization or realignment of all or a significant
portion of the business, operations or senior management of the Company or of the business unit that employs the Executive
or (B) that generally places the Executive in substantially the same level of responsibility. Notwithstanding the foregoing,
no change in the position or level of officer to whom an Executive reports shall constitute grounds for Good Reason.
(b) for purposes of Section 5 hereof, the occurrence of any one or more of the following actions or omissions that occurs during a Post-
Change Period or an Imminent Control Change Period:
(i) a material reduction of an Executive’s salary, incentive compensation opportunity or aggregate benefits unless such
reduction is part of a policy, program or arrangement applicable to peer executives (including peer executives of any
successor to Exelon);
(ii) a material adverse reduction in the Executive’s position, duties or responsibilities (excluding a change in the position or
level of officer to whom the Executive reports), unless such reduction is part of a policy, program or arrangement applicable
to peer executives (including peer executives of any successor to Exelon);
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Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar® Document Research℠
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