Exelon 2015 Annual Report Download - page 554

vested in a pro-rated Award based on the number of elapsed days in the current Performance Cycle as of the termination date (or fully vested with
respect to such an Award for 2012 upon an involuntary termination without Cause) and the extent to which the Company performance goals
established under the Program for such Performance Cycle are attained as of the last day of the year in which the termination date occurs (and
assuming a 100% individual performance multiplier), and such Award shall be payable as of the date the first third of the Awards for such
Performance Cycle are payable to Participants who remain actively employed with the Company.
(ii) Retirement, Disability, Death or Involuntary Termination Without Cause – Awards Granted on or after January 1, 2013 (Including Transition
Awards). If a Participant’s employment with the Company terminates by reason of Retirement, Disability, death or an involuntary termination of
employment by the Company for a reason other than Cause, and such Participant has not breached his or her obligations to the Company or any
of its affiliates under any Restrictive Covenant, then (A) if such event occurs within the first 12 months of the Performance Cycle, then the
Participant shall earn and become vested in a pro-rated Award (both First and Second Tranches, in the case of Bridge Awards) based on the
number of elapsed days in such 12-month period as of the termination date (pro-ration determined by dividing the number of elapsed days by
365) and the extent to which the performance goals established under the Program for such Performance Cycle (or portion thereof, in the case of
the Transition Awards) are attained, and (B) if such event occurs after the first 12 months of the Performance Cycle, then the Participant shall
become fully vested in all Earned Shares (the number determined in accordance with Section 3(b) above) or earned cash, as applicable. In either
event, the Earned Shares or cash shall be payable on the next payout date applicable to Participants who remain actively employed with the
Company (either the payout date for the First Tranche or Second Tranche, as applicable, in the case of Transition Awards).
(iii) Termination for Other Reasons. If a Participant’s employment with the Company terminates for any reason other than as described in clause (i) or
(ii) of this Section 3(f) or if the Participant has breached his or her obligations to the Company or any of its affiliates under any Restrictive
Covenant, the unvested portion of such Participant’s Award shall be forfeited and terminate as of the date of such termination of employment.
(g) Restriction on Sale of Shares by Senior Officers. Shares of Common Stock issued under an Award pursuant to Section 3(e) to a Participant
who is employed as of the Grant Date in a position of, or more senior than, Senior Vice President may not be sold or transferred by such Participant
until the earlier to occur of (i) the date as of which the final third of such Award is scheduled to become vested pursuant to Section 3(c) (even if such
Award actually vests earlier pursuant to Section 3(f)) or (ii) the date of the Participant’s death, regardless of when such shares are issued or transferred to
such Participant. Effective January 1, 2013, this provision shall no longer be effective.
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Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar® Document Research℠
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