Exelon 2015 Annual Report Download - page 558

would otherwise be delivered having an aggregate Fair Market Value, determined as of the date of exercise, equal to the amount necessary to satisfy such
obligation, provided that the Committee determines that such withholding of shares does not cause the Company to recognize an increased compensation
expense under applicable accounting principles, (D) except as may be prohibited by applicable law, in cash by a broker-dealer acceptable to the Company to
whom the Participant has submitted an irrevocable notice of exercise or (E) a combination of (A), (B) and (C) and (ii) by executing such documents as the
Company may reasonably request. Any fraction of a share of Common Stock which would be required to pay such purchase price shall be disregarded and the
remaining amount due shall be paid in cash by the Participant. No shares of Common Stock shall be issued and no certificate representing Common Stock
shall be delivered until the full purchase price therefor and any withholding taxes thereon, as described in Section 8, have been paid.
(g) Termination of Employment.
(i) Retirement or Disability. If the Company ceases to employ a Participant by reason of such Participant’s Retirement or Disability, each Option
held by such Participant shall be fully exercisable, and may thereafter be exercised by such Participant (or such Participant’s legal representative
or similar person) until and including the earlier to occur of (i) the fifth anniversary of the effective date of such Participant’s termination of
employment and (ii) the Expiration Date.
(ii) Death. If the Company ceases to employ a Participant by reason of such Participant’s death, each Option held by such Participant shall be fully
exercisable, and may thereafter be exercised by such Participant’s executor, administrator, legal representative, beneficiary or similar person until
and including the earlier to occur of (i) the third anniversary of the date of death and (ii) the Expiration Date.
(iii) Cause. If the Company ceases to employ a Participant due to a termination of employment by the Company for Cause, each Option held by such
Participant shall be cancelled and cease to be exercisable as of the earlier to occur of (i) the effective date of such termination of employment and
(ii) the date on which the Participant first engaged in conduct giving rise to a termination for Cause, and the Company thereafter may require the
repayment of any amounts received by such Participant in connection with an exercise of such Option following such cancellation date.
(iv) Other Termination. Subject to clauses (v), (vi) and (vii) below, if the Company ceases to employ a Participant for any reason other than as
described in clause (i), (ii) or (iii) above, then each Option held by such Participant shall be exercisable only to the extent that such Option is
exercisable on the effective date of such Participant’s termination of employment, and may thereafter be exercised by such Participant (or such
Participant’s legal representative or similar person) until and including the earlier to occur of (i) the date which is 90 days after the effective date
of such Participant’s termination of employment and (ii) the Expiration Date.
10
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.