Exelon 2015 Annual Report Download - page 564

Exhibit 10.34.2
EXELON CORPORATION
LONG-TERM INCENTIVE PROGRAM
(As amended and restated as of January 1, 2015)
1. Purpose. The purpose of this Exelon Corporation Long-Term Incentive Program (the “Program”) is to set forth certain provisions which shall be
deemed a part of, and govern, equity compensation awards granted by Exelon Corporation, a Pennsylvania corporation (the “Company”), on or after January
1, 2011 to executives, key managers and other select management employees pursuant to the Exelon Corporation 2011 Long-Term Incentive Plan, as
amended (the “Plan”).
2. Certain Definitions.
Except as otherwise set forth herein, the defined terms used in this Program shall have the meanings set forth below or in the Plan.
(a) “Administrator” shall have the meaning set forth in Section 14 below.
(b) “Award” shall mean an award granted under this Program.
(c) “Award Notice” shall mean a notice of a Participant’s Award, issued by the Company in written or electronic form, which shall set forth the
type of the Award, the number of shares (or target share opportunity that, together with the Program summary, sets forth the number of shares) of
Common Stock subject to such Award and any other terms of the Award not set forth in the Plan, this Program or the Program summary.
(d) “Board” shall mean the board of directors of the Company.
(e) “Transition Award” shall mean a Performance Share Unit Award granted on a one-time basis in 2013 (or 2014, in certain cases such as new
hires, promotions or transfers) in order to transition from a one-year Performance Cycle to a three-year Performance Cycle.
(f) “Committee” shall mean the compensation committee of the Board.
(g) “Dividend Payment Date” shall mean each date on which the Company pays a regular cash dividend to record owners of shares of Common
Stock.
(h) “Earned Cash” shall be the dollar amount of cash subject to a Performance Cash Unit Award that have been earned based on the achievement
of the performance goals for the applicable Performance Cycle).
(i) “Earned Shares” shall mean shares of Common Stock (or cash representing shares, as applicable) subject to a Performance Share Unit Award
that have been earned based on the achievement of the performance goals for the applicable Performance Cycle (or portion thereof, in the case of
Transition Awards).
Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar® Document Research℠
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