Exelon 2015 Annual Report Download - page 518

provided, however, that an Imminent Control Change will lapse and cease to qualify as an Imminent Control Change:
(i) With respect to an Imminent Control Change described in clause (a) of this definition, the date such agreement is terminated,
cancelled or expires without a Change Date occurring;
(ii) With respect to an Imminent Control Change described in clause (b) of this definition, the date such tender offer or exchange
offer is withdrawn or terminates without a Change Date occurring;
(iii) With respect to an Imminent Control Change described in clause (c) of this definition, (1) the date the validity of such proxy
solicitation or election contest expires under relevant state corporate law, or (2) the date such proxy solicitation or election
contest culminates in a shareholder vote, in either case without a Change Date occurring; or
(iv) The date a majority of the members of the Incumbent Board make a good faith determination that any event or condition
described in clause (a), (b), or (c) of this definition no longer constitutes an Imminent Control Change, provided that such
determination may not be made prior to the first anniversary of the occurrence of such event.
7.20. “Imminent Control Change Period” means the period commencing on the date of an Imminent Control Change, and ending on the first to
occur thereafter of
(a) a Change Date, provided
(i) such date occurs no later than the first anniversary of the Termination Date, and
(ii) either the Imminent Control Change has not lapsed, or the Imminent Control Change in effect upon such Change Date is the
last Imminent Control Change in a series of Imminent Control Changes unbroken by any period of time between the lapse of
an Imminent Control Change and the occurrence of a new Imminent Control Change;
(b) the date an Imminent Control Changes lapses without the prior or concurrent occurrence of a new Imminent Control Change; or
(c) the first anniversary of the Termination Date.
7.21. “Incentive Plan” means the Exelon Corporation Annual Incentive Award Plan, or such other annual cash bonus arrangement of the Company
in which the Executive is a participant in lieu of the Annual Incentive Award Plan, but excluding any supplemental incentive plans.
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Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar® Document Research℠
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