Exelon 2015 Annual Report Download - page 551

(t) “Second Tranche” shall mean two-thirds of the Performance Share Units granted under a Transition Award
(u) “Utility Company” shall mean Baltimore Gas & Electric Company, Commonwealth Edison Company, PECO Energy Company and the
Exelon Utility Group within Exelon Business Services Company, LLC.
3. Long Term Performance Share Award and Performance Cash Award Program.
(a) Granting of Awards. Within the first 90 days of each Performance Cycle beginning on or after the Effective Date, the Committee may grant
Performance Share Unit Awards to employees who are employed in a Vice President or more senior position, including without limitation Nuclear Plant
Managers, as selected by the Committee in its sole discretion. Effective January 1, 2014, the Committee may grant Performance Cash Units in lieu of
Performance Share Unit Awards to such designated employees who are employed in a Utility Company. Performance Share Unit Awards and
Performance Cash Units shall be subject to the respective applicable terms and conditions set forth in this Section 3, and shall contain such additional
terms and conditions, not inconsistent with the terms of this Program, as the Committee shall deem advisable and set forth in the applicable Program
summary or Award Notice.
(b) Number of Shares and Other Terms. The number of shares of Common Stock represented by a Performance Share Unit Award (“Earned
Shares”) for any Performance Cycle shall be determined based on the achievement of performance goals established by the Committee and set forth in
the Program summary for such Performance Cycle and the administrative guidelines approved by the Committee. Each performance goal shall be
assigned a weighting and scored at the end of each calendar year within the Performance Cycle. For Performance Cycles beginning on or after January
1, 2013, at the end of the Performance Cycle, the number of Earned Shares is determined based on the average of the annual performance results,
subject to adjustment as set forth in the Program summary and/or administrative guidelines. Notwithstanding the foregoing, the maximum number of
shares of Common Stock that may become subject to Performance Share Unit Awards granted in any calendar year to Participants the Company has
determined as of the Grant Date may be “covered employees” (within the meaning of Section 162(m)(3) of the Code) for such year or for any
subsequent year in which such Award may be outstanding, shall be equal to the lesser of (i) the number determined by (A) multiplying 1.5% of the
Company’s Operating Income for such year by the allocation percentage approved by Committee for such Participant within the first 90 days of the
applicable Performance Cycle and (B) dividing such dollar amount by the closing price of a share of Common Stock on the last trading day of such
year and (ii) the per person limit set forth in Section 1.6 of the Plan. For purposes of this Section 3(b), the “Operating Income” of the Company for such
year shall be as reported in the Company’s financial statements for such year according to generally accepted accounting principles and as reviewed or
accepted, as the case may be,
3
Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar® Document Research℠
The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,
except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.