Exelon 2015 Annual Report Download - page 527

Exhibit 10.34
EXELON CORPORATION
2011 LONG-TERM INCENTIVE PLAN
(As Amended Effective December 18, 2014)
I. INTRODUCTION
1.1 Purposes. The purposes of the Exelon Corporation 2011 Long-Term Incentive Plan (this “Plan”) are (i) to align the interests of the Company’s
stockholders and the recipients of awards under this Plan by increasing the proprietary interest of such recipients in the Company’s growth and success, (ii) to
advance the interests of the Company by attracting and retaining officers and other key management employees and (iii) to motivate such persons to act in
the long-term best interests of the Company and its stockholders.
1.2 Certain Definitions.
“Affiliate” shall mean any Person (including a Subsidiary) that directly or indirectly controls, is controlled by, or is under common control with, the
Company. For purposes of this definition the term “control” with respect to any Person means the power to direct or cause the direction of management or
policies of such Person, directly or indirectly, whether through the ownership of Voting Securities, by contract or otherwise.
“Agreement” shall mean the written agreement evidencing an award hereunder between the Company and the recipient of such award.
“Beneficial Owner” shall mean such term as defined in Rule 13d-3 under the Exchange Act.
“Board” shall mean the Board of Directors of the Company.
“Cause” shall mean (a) with respect to an employee whose entitlement to severance benefits upon termination of employment is governed by an
individual change in control agreement, the meaning of such term specified in such agreement, (b) with respect to an employee whose entitlement to
severance benefits upon termination of employment is governed by the Exelon Corporation Senior Management Severance Plan or any other executive
severance plan, as in effect from time to time, the meaning of such term specified in such plan, or (c) with respect to any other employee, the meaning of such
term specified in the Exelon Corporation Severance Benefit Plan, as amended from time to time, or any successor plan thereto, regardless of whether such
employee is eligible to participate in such plan.
“Change in Control” shall have the meaning set forth in Section 5.8.
Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar® Document Research℠
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