Exelon 2015 Annual Report Download - page 521

performance period if the performance goals established pursuant to such plan were achieved at the 100% (target) level as of the end of the
applicable performance period; provided, however, that any reduction in a Participant’s Base Salary or annual incentive that would qualify as
Good Reason shall be disregarded for purposes of this definition.
7.46. “Taxes” means the incremental federal, state, local and foreign income, employment, excise and other taxes payable by a Participant with
respect to any applicable item of income.
7.47. “Termination Date” means the effective date of an eligible Executive’s Termination of Employment with the Company for any or no reason,
which shall be the date on which such Executive has a “separation from service,” within the meaning of Section 409A of the Code; provided,
however, that if the Executive terminates his or her employment for Good Reason, the Termination Date shall not be earlier than the thirtieth
day following the Company’s receipt of such Executive’s Notice of Termination, unless the Exelon consents in writing to an earlier
Termination Date.
7.48. “Termination of Employment” means:
(a) a termination of an eligible Executive’s employment by the Company for reasons other than for Cause; or
(b) a resignation by an eligible Executive for Good Reason.
The following shall not constitute a Termination of Employment for purposes of the Plan: (i) a termination of employment for Cause, (ii) an
Executive’s resignation for any reason other than for Good Reason, (iii) the cessation of an Executive’s employment with the Company or any
Affiliate due to death or disability (as determined by the Plan Administrator in good faith), or (iv) the cessation of an Executive’s employment with
the Company or any subsidiary thereof as the result of the sale, spin-off or other divestiture of a plant, division, business unit or subsidiary or a merger
or other business combination followed by employment or reemployment with the purchaser or successor in interest to the Executive’s employer with
regard to such plant, division, business unit or subsidiary, or an offer of employment by such purchaser or successor in interest on terms and
conditions comparable in the aggregate (as determined by the Plan Administrator in its sole discretion) to the terms and conditions of the Executive’s
employment with the Company or its subsidiary immediately prior to such transaction.
7.49. “20% Owner” — see paragraph (a) of the definition of “Change in Control.”
7.50. “Voting Securities” means with respect to a corporation, securities of such corporation that are entitled to vote generally in the election of
directors of such corporation.
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Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar® Document Research℠
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