Exelon 2015 Annual Report Download - page 570

(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.
(h) Awards Granted to Employees of Commonwealth Edison Company Prior to 2014. If Performance Share Unit Awards are granted to
Participants who are employed by Commonwealth Edison Company, an Illinois corporation and subsidiary of the Company (“ComEd”), then unless
the Committee determines otherwise, (i) the number of such Participant’s Earned Shares shall be determined based on the achievement of performance
criteria established by the Board of Directors of ComEd and ratified by the Committee, subject to the maximum number of Earned Shares that may be
subject to a Performance Share Unit Award, as set forth in Section 3(b), and (ii) such Performance Share Unit Awards for 2011 shall be settled (subject to
the vesting and other conditions herein) in a cash payment made by ComEd to the Participant in an amount equal to the Fair Market Value of the
number of such Participant’s Earned Shares, determined as of the applicable vesting date.
4. Restricted Stock Unit Award Program, and Constellation Short-Term Incentives and Commissions Payable as Restricted Stock Units.
(a) Granting of Awards. The Committee may grant Restricted Stock Unit Awards to employees who are employed (i) in a Vice President or other
executive position (including without limitation Nuclear Plant Managers) below the Senior Vice President level, and (ii) key managers and other select
management employees, in each case as selected by the Committee in its sole discretion.
(b) Terms of Awards. Awards shall be subject to the following terms and conditions 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 Award Notice.
(c) Number of Shares and Other Terms. The number of shares of Common Stock subject to a Restricted Stock Unit Award shall be determined by
the Committee and set forth in the applicable Program summary or Award Notice (which may reference a number of shares or cash value).
(d) Vesting and Forfeiture. Except to the extent a Restricted Stock Unit Award becomes immediately vested upon a termination of the
Participant’s employment pursuant to Section 4(g) of the Program, the shares subject to a Restricted Stock Unit Award shall become vested (i) on the
date of the first regular meeting of the Committee in the calendar year following the calendar year in which the Grant Date occurs with respect to one-
third of the number of shares of Common Stock subject to the Award on the Grant
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Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar® Document Research℠
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