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Exelon Corp, et al. – ‘10-Q’ for 9/30/19 – ‘EX-10.2’

On:  Thursday, 10/31/19, at 12:34pm ET   ·   For:  9/30/19   ·   Accession #:  1109357-19-112   ·   File #s:  0-16844, 1-01072, 1-01405, 1-01839, 1-01910, 1-03559, 1-16169, 1-31403, 333-85496

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  As Of               Filer                 Filing    For·On·As Docs:Size

10/31/19  Exelon Corp                       10-Q        9/30/19  161:61M
          Peco Energy Co
          Potomac Electric Power Co
          Delmarva Power & Light Co/DE
          Commonwealth Edison Co
          Baltimore Gas & Electric Co
          Atlantic City Electric Co
          Pepco Holdings LLC
          Exelon Generation Co LLC

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   9.82M 
 2: EX-3.1      Articles of Incorporation/Organization or Bylaws    HTML     73K 
 3: EX-10.1     Material Contract                                   HTML     75K 
 4: EX-10.2     Material Contract                                   HTML     62K 
 5: EX-10.3     Material Contract                                   HTML     75K 
 6: EX-10.4     Material Contract                                   HTML     78K 
 7: EX-10.5     Material Contract                                   HTML     81K 
 8: EX-31.1     Certification Filed by Christopher M. Crane for     HTML     53K 
                Exelon Corporation                                               
17: EX-31.10    Certification Filed by David M. Vahos for           HTML     53K 
                Baltimore Gas and Electric Company                               
18: EX-31.11    Certification Filed by David M. Velazquez for       HTML     53K 
                Pepco Holdings LLC                                               
19: EX-31.12    Certification Filed by Phillip S. Barnett for       HTML     53K 
                Pepco Holdings LLC                                               
20: EX-31.13    Certification Filed by David M. Velazquez for       HTML     53K 
                Potomac Electric Power Company                                   
21: EX-31.14    Certification Filed by Phillip S. Barnett for       HTML     53K 
                Potomac Electric Power Company                                   
22: EX-31.15    Certification Filed by David M. Velazquez for       HTML     53K 
                Delmarva Power & Light Company                                   
23: EX-31.16    Certification Filed by Phillip S. Barnett for       HTML     53K 
                Delmarva Power & Light Company                                   
24: EX-31.17    Certification Filed by David M. Velazquez for       HTML     53K 
                Atlantic City Electric Company                                   
25: EX-31.18    Certification Filed by Phillip S. Barnett for       HTML     53K 
                Atlantic City Electric Company                                   
 9: EX-31.2     Certification Filed by Joseph Nigro for Exelon      HTML     53K 
                Corporation                                                      
10: EX-31.3     Certification Filed by Kenneth W. Cornew for        HTML     53K 
                Exelon Generation Company, LLC                                   
11: EX-31.4     Certification Filed by Bryan P. Wright for Exelon   HTML     53K 
                Generation Company, LLC                                          
12: EX-31.5     Certification Filed by Joseph Dominguez for         HTML     53K 
                Commonwealth Edison Company                                      
13: EX-31.6     Certification Filed by Jeanne M. Jones for          HTML     53K 
                Commonwealth Edison Company                                      
14: EX-31.7     Certification Filed by Michael A. Innocenzo for     HTML     53K 
                Peco Energy Company                                              
15: EX-31.8     Certification Filed by Robert J. Stefani for Peco   HTML     53K 
                Energy Company                                                   
16: EX-31.9     Certification Filed by Calvin G. Butler, Jr. for    HTML     53K 
                Baltimore Gas and Electric Co                                    
26: EX-32.1     Certification Filed by Christopher M. Crane for     HTML     48K 
                Exelon Corporation                                               
35: EX-32.10    Certification Filed by David M. Vahos for           HTML     48K 
                Baltimore Gas and Electric Company                               
36: EX-32.11    Certification Filed by David M. Velazquez for       HTML     48K 
                Pepco Holdings LLC                                               
37: EX-32.12    Certification Filed by Phillip S. Barnett for       HTML     48K 
                Pepco Holdings LLC                                               
38: EX-32.13    Certification Filed by David M. Velazquez for       HTML     48K 
                Potomac Electric Power Company                                   
39: EX-32.14    Certification Filed by Phillip S. Barnett for       HTML     48K 
                Potomac Electric Power Company                                   
40: EX-32.15    Certification Filed by David M. Velazquez for       HTML     48K 
                Delmarva Power & Light Company                                   
41: EX-32.16    Certification Filed by Phillip S. Barnett for       HTML     48K 
                Delmarva Power & Light Company                                   
42: EX-32.17    Certification Filed by David M. Velazquez for       HTML     48K 
                Atlantic City Electric Company                                   
43: EX-32.18    Certification Filed by Phillip S. Barnett for       HTML     48K 
                Atlantic City Electric Company                                   
27: EX-32.2     Certification Filed by Joseph Nigro for Exelon      HTML     48K 
                Corporation                                                      
28: EX-32.3     Certification Filed by Kenneth W. Cornew for        HTML     48K 
                Exelon Generation Company, LLC                                   
29: EX-32.4     Certification Filed by Bryan P. Wright for Exelon   HTML     48K 
                Generation Company, LLC                                          
30: EX-32.5     Certification Filed by Joseph Dominguez for         HTML     48K 
                Commonwealth Edison Company                                      
31: EX-32.6     Certification Filed by Jeanne M. Jones for          HTML     48K 
                Commonwealth Edison Company                                      
32: EX-32.7     Certification Filed by Michael A. Innocenzo for     HTML     48K 
                Peco Energy Company                                              
33: EX-32.8     Certification Filed by Robert J. Stefani for Peco   HTML     48K 
                Energy Company                                                   
34: EX-32.9     Certification Filed by Calvin G. Butler, Jr. for    HTML     48K 
                Baltimore Gas and Electric Co                                    
121: R1          Cover Page                                          HTML    149K  
52: R2          Consolidated Statements of Operations and           HTML    323K 
                Comprehensive Income (Unaudited)                                 
94: R3          Consolidated Statements of Cash Flows (Unaudited)   HTML    272K 
133: R4          Consolidated Balance Sheets (Unaudited)             HTML    466K  
120: R5          Consolidated Balance Sheets (Unaudited)             HTML     81K  
                (Parenthetical)                                                  
51: R6          Consolidated Statements of Changes in Shareholders  HTML    325K 
                Equity (Unaudited)                                               
93: R7          Consolidated Statements of Changes in Shareholders  HTML     50K 
                Equity (Unaudited) (Parenthetical)                               
134: R8          Significant Accounting Policies                     HTML     92K  
119: R9          Variable Interest Entities (Exelon, Generation,     HTML    261K  
                PHI and ACE)                                                     
88: R10         Mergers, Acquisitions and Dispositions (Exelon and  HTML     57K 
                Generation)                                                      
74: R11         Revenue from Contracts with Customers (All          HTML     93K 
                Registrants)                                                     
111: R12         Leases (All Registrants)                            HTML    481K  
153: R13         Regulatory Matters (All Registrants)                HTML    179K  
89: R14         Asset Impairments (Exelon and Generation)           HTML     55K 
75: R15         Early Plant Retirements (Exelon and Generation)     HTML     92K 
112: R16         Fair Value of Financial Assets and Liabilities      HTML   1.52M  
                (All Registrants)                                                
155: R17         Derivative Financial Instruments (All Registrants)  HTML    250K  
90: R18         Debt and Credit Agreements (All Registrants)        HTML    116K 
73: R19         Income Taxes (All Registrants)                      HTML    297K 
123: R20         Nuclear Decommissioning (Exelon and Generation)     HTML     69K  
135: R21         Retirement Benefits (All Registrants)               HTML    173K  
91: R22         Changes in Accumulated Other Comprehensive Income   HTML    173K 
                (Exelon)                                                         
49: R23         Commitments and Contingencies (All Registrants)     HTML    365K 
124: R24         Supplemental Financial Information (All             HTML    877K  
                Registrants)                                                     
136: R25         Segment Information (All Registrants)               HTML   1.47M  
92: R26         Significant Accounting Policies (Policies)          HTML     77K 
50: R27         Variable Interest Entities (Tables)                 HTML    237K 
122: R28         Revenue from Contracts with Customers (Tables)      HTML     89K  
138: R29         Leases (Tables)                                     HTML    428K  
161: R30         Regulatory Matters (Tables)                         HTML    140K  
114: R31         Early Plant Retirements (Tables)                    HTML     83K  
72: R32         Fair Value of Financial Assets and Liabilities      HTML   1.53M 
                (Tables)                                                         
85: R33         Derivative Financial Instruments (Tables)           HTML    222K 
160: R34         Debt and Credit Agreements (Tables)                 HTML    112K  
113: R35         Income Taxes (Tables)                               HTML    301K  
71: R36         Nuclear Decommissioning (Tables)                    HTML     57K 
84: R37         Retirement Benefits (Tables)                        HTML    174K 
156: R38         Changes in Accumulated Other Comprehensive Income   HTML    174K  
                (Tables)                                                         
115: R39         Commitments and Contingencies (Tables)              HTML    334K  
141: R40         Supplemental Financial Information (Tables)         HTML    883K  
126: R41         Segment Information (Tables)                        HTML   1.47M  
60: R42         Variable Interest Entities - Narrative (Details)    HTML     67K 
102: R43         Variable Interest Entities - Assets and             HTML    238K  
                Liabilities of VIES which Creditors or                           
                Beneficiaries have no Recourse (Details)                         
140: R44         Variable Interest Entities - Summary of             HTML     81K  
                Significant Unconsolidated VIEs (Details)                        
125: R45         Mergers, Acquisitions and Dispositions -            HTML     55K  
                Acquisitions Narrative (Details)                                 
59: R46         Mergers, Acquisitions and Dispositions -            HTML     86K 
                Dispositions Narrative (Details)                                 
101: R47         Revenue from Contracts with Customers - Change in   HTML     68K  
                Contract with Customer, Asset and Liability                      
                (Details)                                                        
139: R48         Revenue from Contracts with Customers -             HTML     70K  
                Performance Obligations (Details)                                
127: R49         Leases Lessee - Narrative (Details)                 HTML    110K  
105: R50         Leases Lessee - Components of Lease Cost (Details)  HTML     96K  
146: R51         Leases Lessee - Supplemental Balance Sheet          HTML    119K  
                Information Related to Lessee Right-of-Use Assets                
                and Lease Liabilities (Details)                                  
82: R52         Leases Lessee - Future Minimum Operating Lease      HTML    101K 
                Maturity Payments (Details)                                      
67: R53         Leases Lessee - 2018 Schedule of Minimum Future     HTML    107K 
                Operating Lease Payments (Details)                               
106: R54         Leases Lessee - Supplemental Cash Flow Information  HTML     71K  
                Related to Leases (Details)                                      
147: R55         Leases Lessor - Narrative (Details)                 HTML     95K  
83: R56         Leases Lessor - Components of Operating Lease       HTML     71K 
                Income (Details)                                                 
68: R57         Leases Lessor - Future Minimum Operating Lease      HTML     93K 
                Maturity Payments (Details)                                      
103: R58         Regulatory Matters - Narrative (Details)            HTML    199K  
148: R59         Regulatory Matters Schedule of Completed Rate       HTML     99K  
                Cases (Details) (Details)                                        
95: R60         Regulatory Matters Schedule of Pending Rate Cases   HTML    103K 
                (Details) (Details)                                              
55: R61         Regulatory Matters - Annual Electric Transmission   HTML     84K 
                Fillings (Details)                                               
128: R62         Regulatory Matters Energy Efficiency Formula Rate   HTML     67K  
                (Details)                                                        
142: R63         Regulatory Matters - Capitalized Ratemaking Amount  HTML     65K  
                Not Recognized (Details)                                         
98: R64         Asset Impairments - Narrative (Details)             HTML     87K 
58: R65         Early Plant Retirements - Narrative (Details)       HTML     52K 
131: R66         Early Plant Retirements - Pretax Expense (Details)  HTML     66K  
145: R67         Early Plant Retirements - Implications of           HTML     68K  
                Potential Early Plant Retirement on Balance Sheet                
                (Details)                                                        
99: R68         Fair Value of Financial Assets and Liabilities -    HTML     67K 
                Narrative (Details)                                              
53: R69         Fair Value of Financial Assets and Liabilities -    HTML    136K 
                Fair Value of Financial Liabilities Recorded at                  
                Amortized Cost (Details)                                         
64: R70         Fair Value of Financial Assets and Liabilities -    HTML    714K 
                Fair Value Measurements of Assets and Liabilities,               
                Recurring and Nonrecurring (Details)                             
81: R71         Fair Value of Financial Assets and Liabilities -    HTML    156K 
                Fair Value Assets Liabilities Measured On                        
                Recurring Basis Unobservable Input Reconciliation                
                (Details)                                                        
152: R72         Fair Value of Financial Assets and Liabilities -    HTML     82K  
                Fair Value Assets And Liabilities Measured On                    
                Recurring Basis Gain Loss Included In Earnings                   
                (Details)                                                        
110: R73         Fair Value of Financial Assets and Liabilities -    HTML    109K  
                Fair Value Inputs Assets Quantitative Information                
                (Details)                                                        
61: R74         Derivative Financial Instruments - Summary of       HTML    105K 
                Derivative Fair Value Balances (Details)                         
78: R75         Derivative Financial Instruments - Summary of       HTML     61K 
                Economic Hedges (Details)                                        
149: R76         Derivative Financial Instruments - Summary of       HTML     83K  
                Credit Risk Exposure (Details)                                   
107: R77         Derivative Financial Instruments - Summary of       HTML     57K  
                Credit Risk Related Contingent Features (Details)                
66: R78         Derivative Financial Instruments - Narrative        HTML    101K 
                (Details)                                                        
77: R79         Derivative Financial Instruments Derivative         HTML     66K 
                Financial Instruments - Summary of Cash Collateral               
                and Letters of Credit (Details)                                  
63: R80         Debt and Credit Agreements - Narrative (Details)    HTML     72K 
80: R81         Debt and Credit Agreements - Commercial Paper       HTML     72K 
                Borrowings (Details)                                             
151: R82         Debt and Credit Agreements - Issuance of Long-Term  HTML     82K  
                Debt (Details)                                                   
109: R83         Income Taxes - Narrative (Details)                  HTML     77K  
62: R84         Income Taxes - Reconciliation to Effective Tax      HTML    145K 
                Rate (Details)                                                   
79: R85         Income Taxes - Accounting for Uncertainty in        HTML     58K 
                Income Taxes (Details)                                           
150: R86         Income Taxes Income Taxes - Reasonably possible     HTML     58K  
                the total amount of unrecognized tax benefits                    
                could significantly increase or decrease within 12               
                months after the reporting date (Details)                        
108: R87         Income Taxes Income Taxes - Other Income Tax        HTML     55K  
                Matters (Details)                                                
65: R88         Nuclear Decommissioning - Narrative (Details)       HTML     96K 
76: R89         Nuclear Decommissioning - Rollforward of Nuclear    HTML     93K 
                Decommissioning ARO (Details)                                    
96: R90         Retirement Benefits - Narrative (Details)           HTML     68K 
56: R91         Retirement Benefits - Calculation of Net Periodic   HTML     82K 
                Benefit Cost (Details)                                           
129: R92         Retirement Benefits - Allocated Portion of Pension  HTML     82K  
                and Postretirement Benefit Plan Costs (Details)                  
143: R93         Retirement Benefits - Defined Contribution Savings  HTML     70K  
                Plans (Details)                                                  
97: R94         Changes in Accumulated Other Comprehensive Income   HTML    113K 
                - Schedule of Changes in AOCI (Details)                          
57: R95         Changes in Accumulated Other Comprehensive Income   HTML     57K 
                - Components of Other Comprehensive Income (Loss)                
                (Details)                                                        
130: R96         Commitments and Contingencies - Narrative           HTML    118K  
                (Details)                                                        
144: R97         Commitments and Contingencies - Merger Commitment   HTML     68K  
                (Details)                                                        
100: R98         Commitments and Contingencies - Schedule of         HTML    190K  
                Commercial Commitments (Details)                                 
54: R99         Commitments and Contingencies - Schedule of         HTML     79K 
                Accruals for Environmental Matters (Details)                     
158: R100        Supplemental Financial Information - Utility Taxes  HTML     79K  
                (Details)                                                        
117: R101        Supplemental Financial Information - Operations     HTML     89K  
                (Detail)                                                         
70: R102        Supplemental Financial Information - Cash Flow      HTML    152K 
                (Details)                                                        
87: R103        Supplemental Financial Information - Balance Sheet  HTML    126K 
                (Details)                                                        
157: R104        Segment Information - Narrative (Details)           HTML     52K  
116: R105        Segment Information - Reconciliation to             HTML    394K  
                Consolidated Financial Statements (Details)                      
69: R106        Segment Information - Generation Total Revenues     HTML    133K 
                (Details)                                                        
86: R107        Segment Information - Generation Total Revenues     HTML     99K 
                Net of Purchased Power and Fuel Expense (Details)                
159: R108        Segment Information - Electric and Gas Revenue by   HTML    279K  
                Customer Class (Details)                                         
154: XML         IDEA XML File -- Filing Summary                      XML    257K  
118: XML         XBRL Instance -- exc-20190930x10q_htm                XML  25.50M  
104: EXCEL       IDEA Workbook of Financial Reports                  XLSX    284K  
45: EX-101.CAL  XBRL Calculations -- exc-20190930_cal                XML    432K 
46: EX-101.DEF  XBRL Definitions -- exc-20190930_def                 XML   2.45M 
47: EX-101.LAB  XBRL Labels -- exc-20190930_lab                      XML   3.20M 
48: EX-101.PRE  XBRL Presentations -- exc-20190930_pre               XML   2.60M 
44: EX-101.SCH  XBRL Schema -- exc-20190930                          XSD    358K 
137: JSON        XBRL Instance as JSON Data -- MetaLinks              650±  1.07M  
132: ZIP         XBRL Zipped Folder -- 0001109357-19-000112-xbrl      Zip   1.25M  


‘EX-10.2’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 <!   C:   C: 
  Exhibit  


EXELON CORPORATION
FORM OF RESTRICTED STOCK AWARD AGREEMENT

Exelon Corporation, a Pennsylvania corporation (the “Company”), hereby grants [NAME], (the “Holder”) as of [DATE], (the “Grant Date”), pursuant to the provisions of the Exelon Corporation 2011 Long-Term Incentive Plan, as amended and restated effective December 18, 2014, as amended (the “Plan”), a restricted stock award (the “Award”) of [WRITTEN NUMBER] ([NUMERICAL NUMBER]) restricted shares of the Company's common stock, without par value (“Common Stock”), upon and subject to the terms and conditions set forth below. Capitalized terms not defined herein shall have the meanings specified in the Plan.
1.    Award Subject to Acceptance of Agreement. The Award shall be subject to all the terms of this Agreement and the Plan.
2.     Rights as a Stockholder. The Holder shall have the right to vote the shares of Common Stock subject to the Award and to receive dividends and other distributions thereon unless and until such shares are forfeited pursuant to Section 3.2 hereof; provided, however, that a dividend or distribution with respect to shares (including, without limitation, a stock dividend or stock split), other than a regular cash dividend, shall be delivered to the Company (and the Holder shall, if requested by the Company, execute and return one or more irrevocable stock powers related thereto) and shall be subject to the same restrictions as the shares of Common Stock with respect to which such dividend or distribution was made.
3.    Restriction Period -- Vesting Dates and Vesting.
3.1.    Vesting Dates. Subject to Section 3.2 below, all of the shares of Common Stock subject to the Award shall vest and the restrictions thereon shall lapse on the [FIFTH] anniversary of the Grant Date.
3.2.    Forfeiture/Accelerated Vesting of Non-Vested Shares.
(a)    If Holder terminates his or her employment with the Company or any successor thereto for any reason prior to the [FIFTH] anniversary of the Grant Date, all non-vested shares of Common Stock subject to the Award will be forfeited.
(b)    If Holder's employment with the Company or any successor thereto terminates prior to the [FIFTH] anniversary of the Grant Date on account of Holder's death or disability, the Award will become fully vested as of the date of such termination of employment.
(c)    If the Company or any successor thereto terminates Holder's employment prior to the [FIFTH] anniversary of the Grant date for any reason other than Cause or poor performance as determined by the Company in accordance with applicable personnel policy, the Award will become fully vested as of the date of such termination of employment.
4.    Termination of Award. In the event that the Holder shall forfeit any shares of Common Stock subject to the Award pursuant to Section 3.2, this Award shall immediately terminate. The Holder shall, upon the Company's request, promptly return this Agreement to the Company for cancellation. Such cancellation shall, however, be effective regardless of whether the Holder returns this Agreement.
5.    Additional Terms and Conditions of Award.
5.1.    Nontransferability of Award. This Award may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate or encumber, or otherwise dispose of this Award or any shares of Common Stock subject hereto that have not vested and been issued pursuant to Section 5.5, this Award and any obligation of the Company with respect to the shares subject hereto shall immediately become null and void.

1



5.2.    Withholding Taxes.
(a)    As a condition precedent to the delivery to the Holder of any shares of Common Stock subject to the Award, the Holder shall, upon request by the Company, pay to the Company (or shall cause a broker-dealer on behalf of the Holder to pay to the Company) such amount of cash as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the “Required Tax Payments”) with respect to the Award. If the Holder shall fail to advance the Required Tax Payments after request by the Company, the Company may, in its discretion, deduct any Required Tax Payments from any amount then or thereafter payable by the Company to the Holder.
(b)    The Holder may elect to satisfy his or her obligation to advance the Required Tax Payments by any of the following means: (1) a cash payment to the Company pursuant to Section 5.2(a), (2) delivery to the Company of previously owned whole shares of Common Stock (which the Holder has held for at least six months prior to the delivery of such shares or which the Holder purchased on the open market and for which the Holder has good title, free and clear of all liens and encumbrances) having a Fair Market Value, determined as of the date the obligation to withhold or pay taxes first arises in connection with the Award (the “Tax Date”), equal to the Required Tax Payments, (3) authorizing the Company to withhold from the shares of Common Stock otherwise to be delivered to the Holder pursuant to the Award a number of whole shares of Common Stock having a Fair Market Value, determined as of the Tax Date, equal to the Required Tax Payments, (4) a cash payment by a broker-dealer acceptable to the Company through whom the Holder has sold the shares with respect to which the Required Tax Payments have arisen or (5) any combination of (1), (2) and (3). The Committee shall have sole discretion to disapprove of an election pursuant to any of clauses (2)-(5). Shares of Common Stock to be delivered or withheld may not have a Fair Market Value in excess of the minimum amount of the Required Tax Payments. Any fraction of a share of Common Stock which would be required to satisfy such an obligation shall be disregarded and the remaining amount due shall be paid in cash by the Holder. No certificate representing a share of Common Stock shall be delivered until the Required Tax Payments have been satisfied in full.
5.3.    Adjustment. In the event of any stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or other similar change in capitalization or event, or any distribution to holders of Common Stock other than a regular cash dividend, the number and class of securities subject to the Award shall be adjusted as determined by the Committee. The decision of the Committee regarding any such adjustment shall be final, binding and conclusive.
5.4.    Compliance with Applicable Law. The Award is subject to the condition that if the listing, registration or qualification of the shares subject to the Award upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the vesting or delivery of shares hereunder, the shares of Common Stock subject to the Award shall not vest or be delivered, in whole or in part, unless such listing, registration, qualification, consent or approval shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company agrees to use reasonable efforts to effect or obtain any such listing, registration, qualification, consent or approval.
5.5.    Delivery of Shares. Subject to Section 5.2, as soon as practicable after the shares of Common Stock subject to the Award become vested, the Company shall make one or more book entries issued in the Holder's name representing the number of vested shares. The Company shall pay all original issue or transfer taxes and all fees and expenses incident to such delivery, except as otherwise provided in Section 5.2.
5.6.    Award Confers No Rights to Continued Employment. In no event shall the granting of the Award or its acceptance by the Holder give or be deemed to give the Holder any right to continued employment by the Company or any affiliate of the Company.

2



5.7.    Decisions of Committee. The Committee shall have the right to resolve all questions which may arise in connection with the Award. Any interpretation, determination or other action made or taken by the Committee regarding the Plan or this Agreement shall be final, binding and conclusive.
5.8.    Investment Representation. The Holder hereby represents and covenants that (a) any share of Common Stock acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities law; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of acquisition of any shares hereunder or (y) is true and correct as of the date of any sale of any such shares, as applicable.
5.9.     Agreement Subject to the Plan. This Agreement is subject to the provisions of the Plan and shall be interpreted in accordance therewith.
6.    Miscellaneous Provisions.
6.1.    Meaning of Certain Terms. As used herein, the following terms shall have the respective meanings set forth below:
“Fair Market Value” means the closing transaction price of a share of Common Stock, as reported on the national securities exchange or quotation service through which the Common Stock is listed or traded on the date in question or, if there shall be no reported transaction for such date, on the next preceding date for which a transaction was reported.
As used herein, “employment by the Company” shall include employment by any successor to the Company or by a corporation which is a “subsidiary corporation” of the Company, as such term is defined in section 424 of the Code. References in this Agreement to sections of the “Code” shall be deemed to refer to any successor section of the Code or any successor internal revenue law.
6.2.    Successors. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall, upon the death of the Holder, acquire any rights hereunder in accordance with this Agreement or the Plan.
6.3.    Notices. All notices, requests or other communications provided for in this Agreement shall be made, if to the Company, to Exelon Corporation, 10 South Dearborn Street, Chicago, Illinois 60603, Attention: Corporate Secretary, and if to the Holder, at his or her then current work location. All notices, requests or other communications provided for in this Agreement shall be made in writing (a) by personal delivery to the party entitled thereto, (b) by facsimile transmission with confirmation of receipt, (c) by mailing in the United States mails to the last known address of the party entitled thereto or (d) by express courier service. The notice, request or other communication shall be deemed to be received upon personal delivery, upon confirmation of receipt of facsimile transmission, or upon receipt by the party entitled thereto if by United States mail or express courier service; provided, however, that if a notice, request or other communication is not received during regular business hours, it shall be deemed to be received on the next succeeding business day of the Company.
6.4.    Governing Law. This Agreement, the Award and all determinations made and actions taken pursuant hereto and thereto, to the extent not otherwise governed by the laws of the United States, shall be governed by the laws of the Commonwealth of Pennsylvania and construed in accordance therewith without giving effect to conflicts of laws principles.
* * *

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EXELON CORPORATION

By:    _____________________
Title:    Senior Vice President, General Counsel,
& Corporate Secretary

4

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:10/31/198-K
For Period end:9/30/194
12/18/1411-K,  4
 List all Filings 


4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/21/24  Exelon Corp.                      10-K       12/31/23  322:89M
 2/14/23  Exelon Corp.                      10-K       12/31/22  279:68M
 2/25/22  Exelon Corp.                      10-K       12/31/21  313:198M
 2/24/21  Exelon Corp.                      10-K       12/31/20  310:85M
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