Exelon 2015 Annual Report Download - page 533

conditions with respect to the award, such as limiting competitive employment or other activities. All such interpretations, rules, regulations and conditions
shall be conclusive and binding on all parties.
The Committee may delegate some or all of its power and authority hereunder to the Board or, subject to applicable law, to the Chief Executive Officer
or other officer of the Company as the Committee deems appropriate; provided, however, that (i) the Committee may not delegate its power and authority to
the Board or the Chief Executive Officer or other officer of the Company with regard to the grant of an award to any person who is a “covered employee”
within the meaning of Section 162(m) of the Code or who, in the Committee’s judgment, is likely to be a covered employee at the time during the period an
award hereunder to such employee would be outstanding, (ii) the Committee may not delegate its power and authority to the Chief Executive Officer or other
officer of the Company with regard to the selection for participation in this Plan of an officer or other person subject to Section 16 of the Exchange Act or
whose title with the Company is “executive vice president” or higher, or decisions concerning the timing, pricing or amount of an award to such an officer or
other person and (iii) the awards granted by the Chief Executive Officer pursuant to such delegation shall not exceed the limits set forth in Section 1.6(c) and
1.6(d).
No member of the Board or Committee, and neither the Chief Executive Officer nor any other officer to whom the Committee delegates any of its power
and authority hereunder, shall be liable for any act, omission, interpretation, construction or determination made in connection with this Plan in good faith,
and the members of the Board and the Committee and the Chief Executive Officer or other officer shall be entitled to indemnification and reimbursement by
the Company in respect of any claim, loss, damage or expense (including attorneys’ fees) arising therefrom to the full extent permitted by law (except as
otherwise may be provided in the Company’s Articles of Incorporation and/or By-laws) and under any directors’ and officers’ liability insurance that may be
in effect from time to time.
A majority of the Committee shall constitute a quorum. The acts of the Committee shall be either (i) acts of a majority of the members of the Committee
present at any meeting at which a quorum is present or (ii) acts approved in writing by all of the members of the Committee without a meeting.
1.4 Eligibility. Participants in this Plan shall consist of such officers and other key management employees, and persons expected to become officers and
other key management employees, of the Company and its Subsidiaries as the Committee in its sole discretion may select from time to time. The Committee’s
selection of a person to participate in this Plan at any time shall not require the Committee to select such person to participate in this Plan at any other time.
For purposes of this Plan, references to employment by the Company shall also mean employment by a Subsidiary.
1.5 Shares Available. Subject to adjustment as provided in Section 5.7, the aggregate number of shares of Common Stock available for awards granted under
the Plan in the form of options, SARs, Stock Awards or Performance Units shall be the sum of (i) five million
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Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar® Document Research℠
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