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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/10/16 Exelon Corp 10-K 12/31/15 300:75M Donnelley … Solutions/FA Commonwealth Edison Co Peco Energy Co Baltimore Gas & Electric Co Exelon Generation Co LLC |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 7.51M
3: EX-10.21.1 Exelon Corporation Senior Management Severance HTML 213K
Plan
2: EX-10.3 Form of Exelon Corporation Unfunded Deferred HTML 105K
Compensation Plan
4: EX-10.34 Form of Exelon Corporation 2011 Long-Term HTML 161K
Incentive Plan
5: EX-10.34.1 Form of Exelon Corporation Long-Term Incentive HTML 138K
Program
6: EX-10.34.2 Form of Exelon Corporation Long-Term Incentive HTML 138K
Program
7: EX-10.34.3 Amendment Number Two to the Exelon Corporation HTML 88K
2011 Long-Term Incentive Plan
13: EX-21.1 Exelon Corporation Subsidiaries HTML 127K
14: EX-21.2 Exelon Generation Company, LLC Subsidiaries HTML 122K
15: EX-21.3 Commonwealth Edison Company Subsidiaries HTML 85K
16: EX-21.4 Peco Energy Company Subsidiaries HTML 85K
17: EX-21.5 Baltimore Gas and Electric Company Subsidiaries HTML 85K
18: EX-23.1 Consent of Independent Registered Public HTML 86K
Accountants - Exelon Corporation
19: EX-23.2 Consent of Independent Registered Public HTML 86K
Accountants - Exelon Generation Co. LLC
20: EX-23.3 Consent of Independent Registered Public HTML 86K
Accountants - Commonwealth Edison Co.
21: EX-23.4 Consent of Independent Registered Public HTML 86K
Accountants - Peco Energy Company
22: EX-23.5 Consent of Independent Registered Public HTML 86K
Accountants - Baltimore Gas & Electric
23: EX-24.1 Power of Attorney - Anthony K. Anderson HTML 87K
32: EX-24.10 Power of Attorney - Richard W. Mies HTML 86K
33: EX-24.11 Power of Attorney - John W. Rogers, Jr HTML 86K
34: EX-24.12 Power of Attorney - Mayo A. Shattuck Iii HTML 86K
35: EX-24.13 Power of Attorney - Stephen D. Steinour HTML 86K
36: EX-24.14 Power of Attorney - James W. Compton HTML 86K
37: EX-24.15 Power of Attorney - Christopher M. Crane HTML 86K
38: EX-24.16 Power of Attorney - A. Steven Crown HTML 86K
39: EX-24.17 Power of Attorney - Nicholas Debenedictis HTML 86K
40: EX-24.18 Power of Attorney - Peter V. Fazio, Jr. HTML 86K
41: EX-24.19 Power of Attorney - Michael Moskow HTML 86K
24: EX-24.2 Power of Attorney - Ann C. Berzin HTML 86K
42: EX-24.20 Power of Attorney - Denis P. O'Brien HTML 86K
43: EX-24.21 Power of Attorney - Anne R. Pramaggiore HTML 86K
44: EX-24.23 Power of Attorney - Craig L. Adams HTML 86K
45: EX-24.24 Power of Attorney - Christopher M. Crane HTML 86K
46: EX-24.25 Power of Attorney - M. Walter D'Alessio HTML 86K
47: EX-24.26 Power of Attorney - Nicholas Debenedictis HTML 86K
48: EX-24.27 Power of Attorney - Nelson A. Diaz HTML 86K
49: EX-24.28 Power of Attorney - Rosemarie B. Greco HTML 86K
50: EX-24.29 Power of Attorney - Charisse R. Lillie HTML 86K
25: EX-24.3 Power of Attorney - John A. Canning, Jr. HTML 86K
51: EX-24.30 Power of Attorney - Denis P. O'Brien HTML 86K
52: EX-24.31 Power of Attorney - Ronald Rubin HTML 86K
53: EX-24.32 Power of Attorney - Ann C. Berzin HTML 86K
54: EX-24.33 Power of Attorney - Christopher M. Crane HTML 86K
55: EX-24.34 Power of Attorney - Michael E. Cryor HTML 86K
56: EX-24.35 Power of Attorney - James R. Curtiss HTML 86K
57: EX-24.36 Power of Attorney - Calvin G. Butler, Jr. HTML 86K
58: EX-24.37 Power of Attorney - Joseph Haskins, Jr. HTML 86K
59: EX-24.38 Power of Attorney - Carla D. Hayden HTML 86K
60: EX-24.39 Power of Attorney - Denis P. O'Brien HTML 86K
26: EX-24.4 Power of Attorney - Christopher M. Crane HTML 86K
61: EX-24.40 Power of Attorney - Michael D. Sullivan HTML 86K
27: EX-24.5 Power of Attorney - Yves C. De Balmann HTML 87K
28: EX-24.6 Power of Attorney - Nicholas Debenedictis HTML 86K
29: EX-24.7 Power of Attorney - Paul L. Joskow HTML 86K
30: EX-24.8 Power of Attorney - Linda P. Jojo HTML 86K
31: EX-24.9 Power of Attorney - Robert J. Lawless HTML 86K
8: EX-12.1 Exelon Corporation Computation of Ratio of HTML 108K
Earnings to Fixed Charges.
9: EX-12.2 Exelon Generation Company, LLC Computation of HTML 96K
Ratio of Earnings to Fixed Charges
10: EX-12.3 Commonwealth Edison Company Computation of Ratio HTML 96K
of Earnings to Fixed Charges
11: EX-12.4 Peco Energy Company Computation of Ratio of HTML 108K
Earnings to Fixed Charges
12: EX-12.5 Baltimore Gas and Electric Co Computation of Ratio HTML 107K
of Earnings to Fixed Charges
62: EX-31.1 Certification Filed by Christopher M. Crane for HTML 92K
Exelon Corporation
71: EX-31.10 Certification Filed by David M. Vahos Baltimore HTML 92K
Gas and Electric Company
63: EX-31.2 Certification Filed by Jonathan W. Thayer for HTML 92K
Exelon Corporation
64: EX-31.3 Certification Filed by Kenneth W. Cornew for HTML 92K
Exelon Generation Company, LLC
65: EX-31.4 Certification Filed by Bryan P. Wright for Exelon HTML 92K
Generation Company, LLC
66: EX-31.5 Certification Filed by Anne R. Pramaggiore for HTML 92K
Commonwealth Edison Company
67: EX-31.6 Certification Filed by Joseph R. Trpik, Jr. for HTML 92K
Commonwealth Edison Company
68: EX-31.7 Certification Filed by Craig L. Adams for Peco HTML 92K
Energy Company
69: EX-31.8 Certification Filed by Phillip S. Barnett for Peco HTML 92K
Energy Company
70: EX-31.9 Certification Filed by Calvin G. Butler, Jr. for HTML 92K
Baltimore Gas and Electric Co.
72: EX-32.1 Certification Filed by Christopher M. Crane for HTML 86K
Exelon Corporation
81: EX-32.10 Certification Filed by David M. Vahos Baltimore HTML 86K
Gas and Electric Company
73: EX-32.2 Certification Filed by Jonathan W. Thayer for HTML 86K
Exelon Corporation
74: EX-32.3 Certification Filed by Kenneth W. Cornew for HTML 86K
Exelon Generation Company, LLC
75: EX-32.4 Certification Filed by Bryan P. Wright for Exelon HTML 86K
Generation Company, LLC
76: EX-32.5 Certification Filed by Anne R. Pramaggiore for HTML 86K
Commonwealth Edison Company
77: EX-32.6 Certification Filed by Joseph R. Trpik, Jr. for HTML 86K
Commonwealth Edison Company
78: EX-32.7 Certification Filed by Craig L. Adams for Peco HTML 86K
Energy Company
79: EX-32.8 Certification Filed by Phillip S. Barnett for Peco HTML 86K
Energy Company
80: EX-32.9 Certification Filed by Calvin G. Butler, Jr. for HTML 86K
Baltimore Gas and Electric Co.
88: R1 Document and Entity Information HTML 123K
89: R2 Consolidated Statements of Operations and HTML 287K
Comprehensive Income (Unaudited)
90: R3 Consolidated Statements of Operations and HTML 92K
Comprehensive Income (Parenthetical)
91: R4 Consolidated Statements of Cash Flows (Unaudited) HTML 307K
92: R5 Consolidated Balance Sheets (Unaudited) HTML 426K
93: R6 Consolidated Balance Sheets (Unaudited) HTML 102K
(Parenthetical)
94: R7 Consolidated Statement of Changes in Shareholders HTML 291K
Equity (Unaudited)
95: R8 Consolidated Statement of Changes in Shareholders HTML 93K
Equity (Unaudited) (Parenthetical)
96: R9 Significant Accounting Policies HTML 282K
97: R10 Variable Interest Entities (Exelon, Generation, HTML 360K
ComEd, PECO and BGE)
98: R11 Regulatory Matters (Exelon, Generation, ComEd, HTML 606K
PECO and BGE)
99: R12 Mergers, Acquisitions and Dispositions (Exelon, HTML 179K
Generation, ComEd, PECO and BGE)
100: R13 Investment in Constellation Energy Nuclear Group, HTML 131K
LLC (Exelon and Generation)
101: R14 Accounts Receivable (Exelon, Generation, ComEd, HTML 122K
PECO and BGE)
102: R15 Property, Plant and Equipment (Exelon, Generation, HTML 230K
ComEd, PECO and BGE)
103: R16 Impairment of Long-lived Assets (Exelon and HTML 115K
Generation)
104: R17 Jointly Owned Electric Utility Plant (Exelon, HTML 153K
Generation, PECO and BGE)
105: R18 Intangible Assets (Exelon, Generation, ComEd, PECO HTML 264K
and BGE)
106: R19 Fair Value of Financial Assets and Liabilities HTML 1.26M
(Exelon, Generation, ComEd, PECO and BGE)
107: R20 Derivative Financial Instruments (Exelon, HTML 601K
Generation, ComEd, PECO and BGE)
108: R21 Debt and Credit Agreements (Exelon, Generation, HTML 535K
ComEd, PECO and BGE)
109: R22 Income Taxes (Exelon, Generation, ComEd, PECO and HTML 568K
BGE)
110: R23 Asset Retirement Obligations (Exelon, Generation, HTML 221K
ComEd and PECO)
111: R24 Implications of Potential Early Plant Retirements HTML 120K
Implications of Potential Early Plant Retirements
(Exelon, Generation)
112: R25 Retirement Benefits (Exelon, Generation, ComEd, HTML 913K
PECO and BGE)
113: R26 Severance (Exelon, Generation, ComEd, PECO and HTML 97K
BGE)
114: R27 Shareholder Equity (Exelon, ComEd, PECO and BGE) HTML 147K
115: R28 Stock-Based Compensation Plans (Exelon, HTML 234K
Generation, ComEd, PECO and BGE)
116: R29 Earnings Per Share and Equity (Exelon) HTML 106K
117: R30 Changes in Accumulated Other Comprehensive Income HTML 358K
(Exelon, Generation, ComEd, PECO and BGE)
118: R31 Commitments and Contingencies (Exelon, Generation, HTML 422K
ComEd, PECO and BGE)
119: R32 Supplemental Financial Information (Exelon, HTML 844K
Generation, ComEd, PECO and BGE)
120: R33 Segment Information (Exelon, Generation, ComEd, HTML 486K
PECO and BGE)
121: R34 Related Party Transactions (Exelon, Generation, HTML 441K
ComEd, PECO and BGE)
122: R35 Quarterly Data (Unaudited) (Exelon, Generation, HTML 274K
ComEd, PECO and BGE)
123: R36 Schedule I - Condensed Financial Information of HTML 373K
Parent (Exelon Corporate)
124: R37 Schedule II - Valuation and Qualifying Accounts HTML 361K
125: R38 Significant Accounting Policies (Policies) HTML 312K
126: R39 Significant Accounting Policies (Tables) HTML 174K
127: R40 Variable Interest Entities (Tables) HTML 311K
128: R41 Regulatory Matters (Tables) HTML 425K
129: R42 Mergers, Acquisitions and Dispositions (Tables) HTML 147K
130: R43 Investment in Constellation Energy Nuclear Group, HTML 102K
LLC (Tables)
131: R44 Accounts Receivable (Tables) HTML 116K
132: R45 Property, Plant, and Equipment (Tables) HTML 225K
133: R46 Impairment of Long-Lived assets (Tables) HTML 96K
134: R47 Jointly Owned Electric Utility Plant (Tables) HTML 150K
135: R48 Intangible Assets (Tables) HTML 248K
136: R49 Fair Value of Financial Assets and Liabilities HTML 1.23M
(Tables)
137: R50 Derivative Financial Instruments (Tables) HTML 534K
138: R51 Debt and Credit Agreements (Tables) HTML 507K
139: R52 Income Taxes (Tables) HTML 552K
140: R53 Asset Retirement Obligations (Tables) HTML 186K
141: R54 Implications of Potential Early Plant Retirements HTML 113K
Implications of Potential Early Plant Retirements
(Tables)
142: R55 Retirement Benefits (Tables) HTML 913K
143: R56 Severance (Tables) HTML 111K
144: R57 Contingently Redeemable Noncontrolling Interest HTML 99K
Contingently Redeemable Noncontrolling Interest
(Table)
145: R58 Shareholder Equity Shareholder Equity (Tables) HTML 142K
146: R59 Stock-Based Compensation Plans (Exelon, HTML 238K
Generation, ComEd, PECO and BGE) (Tables)
147: R60 Earnings Per Share and Equity (Tables) HTML 102K
148: R61 Changes in Accumulated Other Comprehensive Income HTML 361K
(Tables)
149: R62 Commitments and Contingencies (Tables) HTML 334K
150: R63 Supplemental Financial Information (Tables) HTML 850K
151: R64 Segment Information (Tables) HTML 475K
152: R65 Related Party Transactions (Tables) HTML 441K
153: R66 Quarterly Data (Unaudited) (Tables) HTML 282K
154: R67 Significant Accounting Policies - Narrative HTML 145K
(Details)
155: R68 Significant Accounting Policies - Summary of HTML 105K
Capitalized Software Costs (Details)
156: R69 Significant Accounting Policies - Summary of Total HTML 109K
Interest Incurred, Capitalized and Credits to
AFUDC (Details)
157: R70 Significant Accounting Policies Balance Sheet HTML 112K
Classification of Deferred Taxes (Details)
158: R71 Variable Interest Entities - Narrative (Details) HTML 186K
159: R72 Variable Interest Entities - Carrying Amounts and HTML 119K
Classification of Consolidated VIE Assets and
Liabilities (Details)
160: R73 Variable Interest Entities - Assets and HTML 243K
Liabilities of VIEs which Creditors or
Beneficiaries have No Recourse (Details)
161: R74 Variable Interest Entities - Summary of HTML 137K
Significant Unconsolidated VIEs (Details)
162: R75 Regulatory Matters - Narrative (Details) HTML 599K
163: R76 Regulatory Matters - Estimated Commitments related HTML 109K
to PJM Agreements (Details)
164: R77 Regulatory Matters - Schedule of Regulatory Assets HTML 270K
(Details)
165: R78 Regulatory Matters - Schedule of Regulatory HTML 166K
Liabilities (Details)
166: R79 Regulatory Matters - Purchase of Receivables HTML 104K
Programs (Details)
167: R80 Regulatory Matters Annual Electric Distribution HTML 105K
Filings (Details)
168: R81 Mergers, Acquisitions and Dispositions - Narrative HTML 298K
(Details)
169: R82 Mergers, Acquisitions and Dispositions - Summary HTML 119K
of Integrys Energy Group Acquisition (Details)
170: R83 Mergers, Acquisitions and Dispositions - Costs HTML 98K
Recognized after Closing of Merger (Details)
171: R84 Mergers, Acquisitions and Dispositions - Summary HTML 112K
of Asset Divestitures (Details)
172: R85 Mergers, Acquisitions and Dispositions - Summary HTML 115K
of Major Classes of Assets and Liabilities Held
for Sale (Details)
173: R86 Investment in Constellation Energy Nuclear Group, HTML 221K
LLC - Narrative (Details)
174: R87 Investment in Constellation Energy Nuclear Group, HTML 121K
LLC - Schedule of Assets and Liabilities of CENG
(Details)
175: R88 Accounts Receivable - Schedule of Estimated HTML 110K
Unbilled Revenues (Details)
176: R89 Accounts Receivable - Narrative (Details) HTML 99K
177: R90 Property, Plant and Equipment - Summary of HTML 213K
Property, Plant and Equipment (Details)
178: R91 Property, Plant and Equipment - Annual HTML 108K
Depreciation Provisions as Percentage of Average
Service Life (Details)
179: R92 Property, Plant and Equipment - Narrative HTML 95K
(Details)
180: R93 Impairment of Long-lived Assets - Narrative HTML 126K
(Details)
181: R94 Impairment of Long-lived Assets - Components of HTML 95K
Net Investment in Long-term Leases (Details)
182: R95 Jointly Owned Electric Utility Plant - Ownership HTML 172K
Interests in Jointly Owned Electric Plants and
Transmission Facilities (Details)
183: R96 Intangible Assets - Schedule of Goodwill (Details) HTML 112K
184: R97 Intangible Assets - Narrative (Details) HTML 119K
185: R98 Intangible Assets - Schedule of Other Intangible HTML 214K
Assets (Details)
186: R99 Intangible Assets - Summary of Amortization HTML 99K
Expense (Details)
187: R100 Fair Value of Financial Assets and Liabilities - HTML 183K
Fair Value of Financial Liabilities Recorded at
the Carrying Amount (Details)
188: R101 Fair Value of Financial Assets and Liabilities - HTML 1.04M
Fair Value Measurement of Assets and Liabilities,
Recurring and Nonrecurring (Details)
189: R102 Fair Value of Financial Assets and Liabilities - HTML 234K
Fair Value Reconciliation of Level 3 Assets and
Liabilities Measured on a Recurring Basis
(Details)
190: R103 Fair Value of Financial Assets and Liabilities - HTML 90K
Narrative (Details)
191: R104 Fair Value of Financial Assets and Liabilities - HTML 221K
Fair Value Assets and Liabilities Measure on
Recurring Basis Gain Loss Included in Earnings
(Details)
192: R105 Fair Value of Financial Assets and Liabilities - HTML 146K
Fair Value Inputs Assets Quantitative Information
(Details)
193: R106 Derivative Financial Instruments - Narrative HTML 236K
(Details)
194: R107 Derivative Financial Instruments - Summary of HTML 155K
Interest Rate and Foreign Currency Hedges
(Details)
195: R108 Derivative Financial Instruments - Summary of HTML 107K
Gains and Losses on Hedges (Details)
196: R109 Derivative Financial Instruments - Summary of HTML 170K
Derivative Fair Value Balances (Details)
197: R110 Derivative Financial Instruments - Summary of AOCI HTML 133K
related to Cash Flow Hedges (Details)
198: R111 Derivative Financial Instruments - Summary of HTML 142K
Economic Hedges (Details)
199: R112 Derivative Financial Instruments - Summary of HTML 99K
Proprietary Trading Activities (Details)
200: R113 Derivative Financial Instruments - Summary of HTML 112K
Credit Risk Exposure (Details)
201: R114 Derivative Financial Instruments - Net Credit HTML 105K
Exposure by Type of Counterparty (Details)
202: R115 Derivative Financial Instruments - Summary of HTML 100K
Credit Risk Related Contingent Features (Details)
203: R116 Debt and Credit Agreements - Commercial Paper HTML 140K
Borrowings Outstanding (Details)
204: R117 Debt and Credit Agreements - Summary of Bank HTML 146K
Commitments, Credit Facility Borrowings and
Available Capacity (Details)
205: R118 Debt and Credit Agreements - Summary of Short-term HTML 107K
Borrowing Activities (Details)
206: R119 Debt and Credit Agreements - Narrative (Details) HTML 344K
207: R120 Debt and Credit Agreements - Summary of Credit HTML 105K
Facility Thresholds (Details)
208: R121 Debt and Credit Agreements - Summary of Interest HTML 96K
Coverage Ratios (Details)
209: R122 Debt and Credit Agreements - Summary of HTML 261K
Outstanding Long-term Debt (Details)
210: R123 Debt and Credit Agreements - Schedule of Long-term HTML 141K
Debt Maturities (Details)
211: R124 Income Taxes - Components of Income Tax Expense HTML 126K
(Benefit) from Continuing Operations (Details)
212: R125 Income Taxes - Reconciliation to Effective Tax HTML 153K
Rate (Details)
213: R126 Income Taxes - Tax Effects of Temporary HTML 150K
Differences and Carryforwards (Details)
214: R127 Income Taxes - Schedule of Carryforwards and HTML 120K
Corresponding Valuation Allowances (Details)
215: R128 Income Taxes - Reconciliation of Unrecognized Tax HTML 126K
Benefits (Details)
216: R129 Income Taxes - Narrative (Details) HTML 131K
217: R130 Income Taxes - Summary of Interest Receivable HTML 97K
(Payable) (Details)
218: R131 Income Taxes - Summary of Interest Expense HTML 98K
(Income) (Details)
219: R132 Asset Retirement Obligations - Nuclear HTML 110K
Decommissioning Asset Retirement Obligation
Rollforward (Details)
220: R133 Asset Retirement Obligations - Narrative (Details) HTML 137K
221: R134 Asset Retirement Obligations - Unrealized Gain on HTML 97K
NDT Funds (Details)
222: R135 Asset Retirement Obligations - Pledged Assets and HTML 99K
Payables to ZionSolutions (Details)
223: R136 Asset Retirement Obligations - Non-Nuclear Asset HTML 142K
Retirement Obligations Rollforward (Details)
224: R137 Implications of Potential Early Plant Retirements HTML 115K
Implications of Potential Early Plant Retirements
(Details)
225: R138 Retirement Benefits - Narrative (Details) HTML 173K
226: R139 Retirement Benefits - Summary of Changes in HTML 128K
Benefit Obligations (Details)
227: R140 Retirement Benefits - Summary of Changes in Plan HTML 116K
Assets (Details)
228: R141 Retirement Benefits - Balance Sheet locations of HTML 104K
Benefit Obligations and Plan Assets (Details)
229: R142 Retirement Benefits - Projected Benefit HTML 101K
Obligations and Accumulated Benefit Obligations in
Excess of Plan Assets (Details)
230: R143 Retirement Benefits - Components of Net Periodic HTML 113K
Benefit Cost (Details)
231: R144 Retirement Benefits - Components of Accumulated HTML 115K
Other Comprehensive Income and Regulatory Assets
(Liabilities) related to Retirement Plans
(Details)
232: R145 Retirement Benefits - Gross Accumulated Other HTML 107K
Comprehensive Loss and Regulatory Assets
(Liabilities) not Recognized as Components of
Periodic Benefit Cost (Details)
233: R146 Retirement Benefits - Components of Accumulated HTML 110K
Other Comprehensive Income and Regulatory Assets
expected to be Amortized as Components of Periodic
Benefit Cost (Details)
234: R147 Retirement Benefits - Assumptions Used in HTML 141K
Calculations (Details)
235: R148 Retirement Benefits - Effects of One Percentage HTML 97K
Point Change in Assumed Health Care Cost Trend
Rates (Details)
236: R149 Retirement Benefits - Contributions made to HTML 155K
Pension and Other Postretirement Benefit Plans
(Details)
237: R150 Retirement Benefits - Estimated Future Benefit HTML 109K
Payments (Details)
238: R151 Retirement Benefits - Allocated Portion of Pension HTML 104K
and Postretirement Benefit Plan Costs (Details)
239: R152 Retirement Benefits - Pension and Other HTML 112K
Postretirement Benefit Plan Target Asset
Allocations (Details)
240: R153 Retirement Benefits - Fair Value Measurements of HTML 323K
Pension and Postretirement Benefit Plan Assets
(Details)
241: R154 Retirement Benefits - Reconciliation of Level 3 HTML 176K
Assets and Liabilities measured at Fair Value for
Pension and Other Postretirement Benefit Plans
(Details)
242: R155 Retirement Benefits - Summary of Defined HTML 107K
Contribution Savings Plan (Details)
243: R156 Contingently Redeemable Noncontrolling Interest HTML 99K
Contingently Redeemable Noncontrolling Interest
(Details)
244: R157 Shareholder Equity Schedule of Common Stock HTML 102K
Authorided and Outstanding (Details)
245: R158 Shareholder Equity Shareholder Narrative (Details) HTML 108K
246: R159 Shareholder Equity Preferred and Preference HTML 128K
Securities (Details)
247: R160 Schedule of Common Stock Authorized and HTML 100K
Outstanding (Details)
248: R161 Stock-Based Compensation Plans - Narrative HTML 197K
(Details)
249: R162 Stock-Based Compensation Plans - Schedule of HTML 94K
Stock-based Compensation Expense (Details)
250: R163 Stock-Based Compensation Plans - Schedule of HTML 104K
Pre-Tax Stock-based Compensation Expense (Details)
251: R164 Stock-Based Compensation Plans - Components of Tax HTML 94K
Benefits from Stock-based Compensation (Details)
252: R165 Stock-Based Compensation Plans - Assumptions used HTML 100K
in Calculating Fair Value of Options (Details)
253: R166 Stock-Based Compensation Plans - Summary of Stock HTML 125K
Option Activity (Details)
254: R167 Stock-Based Compensation Plans - Summary of HTML 93K
Information of Stock Options Exercised (Details)
255: R168 Stock-Based Compensation Plans - Summary of HTML 108K
Nonvested Stock Option Activity (Details)
256: R169 Stock-Based Compensation Plans - Summary of HTML 119K
Nonvested Restrict Stock Unit Activity (Details)
257: R170 Stock-Based Compensation Plans - Summary of HTML 123K
Nonvested Performance Share Awards Activity
(Details)
258: R171 Stock-Based Compensation Plans - Balance Sheet HTML 96K
Classification of Obligations related to
Outstanding Performance Share Awards Not Yet
Settled (Details)
259: R172 Earnings Per Share and Equity - Schedule of HTML 101K
Earnings per Share (Details)
260: R173 Earnings Per Share and Equity - Narrative HTML 98K
(Details)
261: R174 Changes in Accumulated Other Comprehensive Income HTML 154K
- Schedule of Changes in AOCI (Details)
262: R175 Changes in Accumulated Other Comprehensive Income HTML 199K
- Reclassifications out of Accumulated Other
Comprehensive Income (Details)
263: R176 Changes in Accumulated Other Comprehensive Income HTML 107K
- Components of Accumulated Other Comprehensive
Income (Details)
264: R177 Commitments and Contingencies - Narrative HTML 244K
(Details)
265: R178 Commitments and Contingencies - Schedule of HTML 104K
Government Agreement Settlements (Details)
266: R179 Commitments and Contingencies - Schedule of Energy HTML 90K
Supply Procurement, Curtailment Services, REC and
AEC Purchase Commitments (Details)
267: R180 Commitments and Contingencies - Schedule of HTML 206K
Commercial Commitments (Details)
268: R181 Commitments and Contingencies - Schedule of Equity HTML 101K
Investment Commitments (Details)
269: R182 Commitments and Contingencies - Schedule of HTML 136K
Minimum Future Operating Lease Payments (Details)
270: R183 Commitments and Contingencies - Schedule of Future HTML 102K
Rental Expense under Operating Leases (Details)
271: R184 Commitments and Contingencies - Schedule of HTML 108K
Environmental Liabilities (Details)
272: R185 Supplemental Financial Information - Summary of HTML 115K
Taxes other than Income (Details)
273: R186 Supplemental Financial Information - Summary of HTML 160K
Other Income (Expense) (Details)
274: R187 Supplemental Financial Information - Summary of HTML 135K
Depreciation, Amortization, Accretion and
Depletion (Details)
275: R188 Supplemental Financial Information - Supplemental HTML 261K
Cash Flow Information (Details)
276: R189 Supplemental Financial Information - Narrative HTML 102K
(Details)
277: R190 Supplemental Financial Information - Supplemental HTML 199K
Balance Sheet Information (Details)
278: R191 Segment Information - Narrative (Details) HTML 91K
279: R192 Segment Information - Analysis and Reconciliation HTML 360K
to Consolidated Financial Statements (Details)
280: R193 Segment Information - Generation Total Revenues HTML 187K
(Details)
281: R194 Segment Information - Generation Total Revenues HTML 157K
Net of Purchased Power and Fuel Expense (Details)
282: R195 Related Party Transactions - Related Party HTML 332K
Transactions included in Consolidated Income
Statement (Details)
283: R196 Related Party Transactions - Related Party HTML 203K
Transactions included in Consolidated Balance
Sheet (Details)
284: R197 Quarterly Data (Unaudited) - Quarterly Operating HTML 129K
Results (Details)
285: R198 Quarterly Data (Unaudited) - Quarterly Per Share HTML 104K
Information (Details)
286: R199 Quarterly Data (Unaudited) - Quarterly Composite HTML 97K
Common Stock Prices and Dividends (Details)
287: R200 Schedule I - Condensed Financial Information of HTML 189K
Parent (Exelon Corporate) - Condensed Statements
of Operations and Other Comprehensive Income
(Details)
288: R201 Schedule I - Condensed Financial Information of HTML 153K
Parent (Exelon Corporate) - Condensed Statements
of Cash Flows (Details)
289: R202 Schedule I - Condensed Financial Information of HTML 242K
Parent (Exelon Corporate) - Condensed Balance
Sheet (Details)
290: R203 Schedule I - Condensed Financial Information of HTML 98K
Parent (Exelon Corporate) - Condensed Balance
Sheet - Phantom (Details)
291: R204 Schedule I - Condensed Financial Information of HTML 101K
Parent (Exelon Corporate) - Basis of Presentation
- Narrative (Details)
292: R205 Schedule I - Condensed Financial Information of HTML 101K
Parent (Exelon Corporate) - Debt and Credit
Agreements - Narrative (Details)
293: R206 Schedule I - Condensed Financial Information of HTML 129K
Parent (Exelon Corporate) - Debt and Credit
Agreements - Schedule of Outstanding Long-term
Debt (Details)
294: R207 Schedule I - Condensed Financial Information of HTML 112K
Parent (Exelon Corporate) - Debt and Credit
Agreements - Schedule of Debt Maturities (Details)
295: R208 Schedule I - Condensed Financial Information of HTML 161K
Parent (Exelon Corporate) - Related Party
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| Form of Exelon Corporation 2011 Long-Term Incentive Plan |
Exhibit 10.34
EXELON CORPORATION
2011 LONG-TERM INCENTIVE PLAN
(As Amended Effective December 18, 2014)
I. INTRODUCTION
1.1 Purposes. The purposes of the Exelon Corporation 2011 Long-Term Incentive Plan (this “Plan”) are (i) to align the interests of the Company’s stockholders and the recipients of awards under this Plan by increasing the proprietary interest of such recipients in the Company’s growth and success, (ii) to advance the interests of the Company by attracting and retaining officers and other key management employees and (iii) to motivate such persons to act in the long-term best interests of the Company and its stockholders.
1.2 Certain Definitions.
“Affiliate” shall mean any Person (including a Subsidiary) that directly or indirectly controls, is controlled by, or is under common control with, the Company. For purposes of this definition the term “control” with respect to any Person means the power to direct or cause the direction of management or policies of such Person, directly or indirectly, whether through the ownership of Voting Securities, by contract or otherwise.
“Agreement” shall mean the written agreement evidencing an award hereunder between the Company and the recipient of such award.
“Beneficial Owner” shall mean such term as defined in Rule 13d-3 under the Exchange Act.
“Board” shall mean the Board of Directors of the Company.
“Cause” shall mean (a) with respect to an employee whose entitlement to severance benefits upon termination of employment is governed by an individual change in control agreement, the meaning of such term specified in such agreement, (b) with respect to an employee whose entitlement to severance benefits upon termination of employment is governed by the Exelon Corporation Senior Management Severance Plan or any other executive severance plan, as in effect from time to time, the meaning of such term specified in such plan, or (c) with respect to any other employee, the meaning of such term specified in the Exelon Corporation Severance Benefit Plan, as amended from time to time, or any successor plan thereto, regardless of whether such employee is eligible to participate in such plan.
“Change in Control” shall have the meaning set forth in Section 5.8.
“Code” shall mean the Internal Revenue Code of 1986, as amended.
“Committee” shall mean the Committee designated by the Board, consisting of two or more members of the Board, each of whom may be (i) a “Non-Employee Director” within the meaning of Rule 16b-3 under the Exchange Act, (ii) an “outside director” within the meaning of Section 162(m) of the Code and (iii) “independent” within the meaning of the rules of the New York Stock Exchange or, if the Common Stock is not listed on the New York Stock Exchange, within the meaning of the rules of the principal national stock exchange on which the Common Stock is then traded.
“Common Stock” shall mean the common stock, without par value, of the Company.
“Company” shall mean Exelon Corporation, a Pennsylvania corporation, or any successor thereto.
“Company Plan” shall have the meaning set forth in Section 5.8(b)(i).
“Corporate Transaction” shall have the meaning set forth in Section 5.8(a).
“Disability” shall have the meaning specified in any long term disability plan maintained by the Company in which the participant is eligible to participate; provided that a Disability shall not be deemed to have occurred until the Company has terminated such participant’s employment in connection with such disability and the participant has commenced the receipt of long-term disability benefits under such plan. If an participant is not eligible to participate in a long-term disability plan maintained by the Company, then Disability shall mean a termination of such participant’s employment by the Company due to the inability of such participant to perform the essential functions such participant’s position, with or without reasonable accommodation, for a continuous period of at least twelve months, as determined solely by the Committee.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
“Fair Market Value” shall mean the closing transaction price of a share of Common Stock as reported on the New York Stock Exchange on the date as of which such value is being determined or, if the Common Stock is not listed on the New York Stock Exchange, the closing transaction price of a share of Common Stock on the principal national stock exchange on which the Common Stock is traded on the date as of which such value is being determined or, if there shall be no reported transactions for such date, on the next preceding date for which transactions were reported; provided, however, that if the Common Stock is not listed on a national stock exchange or if Fair Market Value for any date cannot be so determined, Fair Market Value shall be determined by the Committee by whatever means or method as the Committee, in the good faith exercise of its discretion, shall at such time deem appropriate and in accordance with Section 409A of the Code.
“Free-Standing SAR” shall mean an SAR which is not granted in tandem with, or by reference to, an option, which entitles the holder thereof to receive, upon exercise, shares of
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Common Stock (which may be Restricted Stock), cash or a combination thereof with an aggregate value equal to the excess of the Fair Market Value of one share of Common Stock on the date of exercise over the base price of such SAR, multiplied by the number of such SARs which are exercised.
“Good Reason” shall mean (i) with respect to an employee whose entitlement to severance benefits upon termination of employment is governed by an individual change in control agreement, the meaning of such term specified in such agreement, or (ii) with respect to a employee whose entitlement to severance benefits upon termination of employment is governed by the Exelon Corporation Senior Management Severance Plan or any other executive severance plan, as in effect from time to time, the meaning of such term specified in such plan.
“Incentive Stock Option” shall mean an option to purchase shares of Common Stock that meets the requirements of Section 422 of the Code, or any successor provision, which is intended by the Committee to constitute an Incentive Stock Option.
“Incumbent Board” shall have the meaning set forth in Section 5.8(b)(ii).
“Nonqualified Stock Option” shall mean an option to purchase shares of Common Stock which is not an Incentive Stock Option.
“Performance Measures” shall mean the criteria and objectives, established by the Committee, which shall be satisfied or met (i) as a condition to the grant or exercisability of all or a portion of an option or SAR or (ii) during the applicable Restriction Period or Performance Period as a condition to the vesting of the holder’s interest, in the case of a Restricted Stock Award, of the shares of Common Stock subject to such award, or, in the case of a Restricted Stock Unit Award or Performance Unit Award, to the holder’s receipt of the shares of Common Stock subject to such award or of payment with respect to such award. To the extent necessary for an award to be qualified performance-based compensation under Section 162(m) of the Code and the regulations thereunder, such criteria and objectives shall include one or more of the following measures, each of which may be based on absolute standards or peer industry group comparatives and may be applied at various organizational levels (e.g., corporate, business unit, division): (1) cumulative shareholder value added (SVA), (2) customer satisfaction, (3) revenue, (4) primary or fully-diluted earnings per share of Common Stock, (5) net income, (6) total shareholder return, (7) earnings before interest taxes (EBIT), (8) cash flow, including operating cash flows, free cash flow, discounted cash flow return on investment and cash flow in excess of cost of capital, or any combination thereof, (9) economic value added, (10) return on equity, (11) return on capital, (12) return on assets, (13) net operating profits after taxes, (14) stock price increase, (15) return on sales, (16) debt to equity ratio, (17) payout ratio, (18) asset turnover, (19) ratio of share price to book value of shares, (20) price/earnings ratio, (21) employee satisfaction, (22) diversity, (23) market share, (24) operating income, (25) pre-tax income, (26) safety, (27) diversification of business opportunities, (28) expense ratios, (29) total expenditures, (30) completion of key projects, (31) dividend payout as percentage of net income, (32) earnings before interest, taxes, depreciation and amortization (EBITDA), or (33) any individual performance objective which is measured solely in terms of quantitative targets related to the
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Company, any Subsidiary or the Company’s or Subsidiary’s business. Such individual performance measures related to the Company, a Subsidiary or the Company’s or Subsidiary’s business may include: (A) production-related factors such as generating capacity factor, performance against the INPO index, generating equivalent availability, heat rates and production cost, (B) transmission and distribution-related factors such as customer satisfaction, reliability (based on outage frequency and duration), and cost, (C) customer service-related factors such as customer satisfaction, service levels and responsiveness and bad debt collections or losses, and (D) relative performance against other similar companies in targeted areas. The measures may be weighted differently for holders of awards based on their management level and the extent to which their responsibilities are primarily corporate or business unit-related, and may be based in whole or in part on the performance of the Company, a Subsidiary, division and/or other operational unit under one or more of such measures. In the sole discretion of the Committee, but subject to Section 162(m) of the Code, the Committee may amend or adjust the Performance Measures or other terms and conditions of an outstanding award in recognition of unusual or nonrecurring events affecting the Company or its financial statements or changes in law or accounting principles.
“Performance Option” shall mean an Incentive Stock Option or Nonqualified Stock Option, the grant of which or the exercisability of all or a portion of which is contingent upon the attainment of specified Performance Measures within a specified Performance Period.
“Performance Period” shall mean any period designated by the Committee during which (i) the Performance Measures applicable to an award shall be measured and (ii) the conditions to vesting applicable to an award shall remain in effect.
“Performance Share Award” shall mean a Restricted Stock Award or Restricted Stock Unit Award, the vesting of which is subject to the attainment of specified Performance Measures within a specified Performance Period.
“Performance Unit” shall mean a right to receive, contingent upon the attainment of specified Performance Measures within a specified Performance Period and the expiration of any applicable Restriction Period, a specified cash amount or, in lieu thereof, shares of Common Stock having a Fair Market Value equal to such cash amount.
“Performance Unit Award” shall mean an award of Performance Units under this Plan.
“Person” shall mean any individual, sole proprietorship, partnership, joint venture, limited liability company, trust, unincorporated organization, association, corporation, institution, public benefit corporation, entity or government instrumentality, division, agency, body or department.
“Plan” shall have the meaning set forth in Section 1.1.
“Prior Plan” shall mean the Exelon Corporation 2006 Long-Term Incentive Plan, as amended.
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“Restricted Stock” shall mean shares of Common Stock which are subject to a Restriction Period and which may, in addition thereto, be subject to the attainment of specified Performance Measures within a specified Performance Period.
“Restricted Stock Award” shall mean an award of Restricted Stock under this Plan.
“Restricted Stock Unit” shall mean a right to receive one share of Common Stock or, in lieu thereof, the Fair Market Value of such share of Common Stock in cash, which shall be contingent upon the expiration of a specified Restriction Period and which may, in addition thereto, be contingent upon the attainment of specified Performance Measures within a specified Performance Period.
“Restricted Stock Unit Award” shall mean an award of Restricted Stock Units under this Plan.
“Restriction Period” shall mean any period designated by the Committee during which (i) the Common Stock subject to a Restricted Stock Award may not be sold, transferred, assigned, pledged, hypothecated or otherwise encumbered or disposed of, except as provided in this Plan or the Agreement relating to such award, or (ii) the conditions to vesting applicable to a Restricted Stock Unit Award shall remain in effect.
“Restrictive Covenant” shall have the meaning set forth in Section 2.3(g).
“Retirement” shall mean the retirement of a holder of an award from employment with the Company on or after attaining the minimum age specified for early or normal retirement in any then effective qualified defined benefit retirement plan of the Company in which such holder is a participant, provided that such holder has also attained age 50 and completed at least ten years of service with the Company and the Subsidiaries. For purposes of this definition, the holder’s age and service shall be determined taking into account any deemed age or service awarded to the holder for benefit accrual purposes under any nonqualified defined benefit retirement plan of the Company in which the holder is a participant.
“SAR” shall mean a stock appreciation right, which may be a Free-Standing SAR or a Tandem SAR.
“SEC Person” shall mean any person (as such term is used in Rule 13d-5 under the Exchange Act) or group (as such term is defined in Sections 3(a)(9) and 13(d)(3) of the Exchange Act), other than (i) the Company or an Affiliate, or (ii) any employee benefit plan (or any related trust) of the Company or any of its Affiliates.
“Stock Award” shall mean a Restricted Stock Award or a Restricted Stock Unit Award, including any such award which is granted as a Performance Share Award.
“Subsidiary” shall mean any corporation, limited liability company, partnership, joint venture or similar entity in which the Company owns, directly or indirectly, an equity interest possessing more than 50% of the combined voting power of the total outstanding equity interests of such entity.
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“Tandem SAR” shall mean an SAR which is granted in tandem with, or by reference to, an option (including a Nonqualified Stock Option granted prior to the date of grant of the SAR), which entitles the holder thereof to receive, upon exercise of such SAR and surrender for cancellation of all or a portion of such option, shares of Common Stock (which may be Restricted Stock), cash or a combination thereof with an aggregate value equal to the excess of the Fair Market Value of one share of Common Stock on the date of exercise over the base price of such SAR, multiplied by the number of shares of Common Stock subject to such option, or portion thereof, which is surrendered.
“Tax Date” shall have the meaning set forth in Section 5.5.
“Ten Percent Holder” shall have the meaning set forth in Section 2.1(a).
“20% Owner” shall have the meaning set forth in Section 5.8(b)(i).
“Voting Securities” shall mean with respect to a corporation, securities of such corporation that are entitled to vote generally in the election of directors of such corporation.
1.3 Administration. This Plan shall be administered by the Committee. Any one or a combination of the following awards may be made under this Plan to eligible persons: (i) options to purchase shares of Common Stock in the form of Incentive Stock Options or Nonqualified Stock Options (which may include Performance Options), (ii) SARs in the form of Tandem SARs or Free-Standing SARs, (iii) Stock Awards in the form of Restricted Stock or Restricted Stock Units (which may include Performance Share Awards) and (iv) Performance Units. The Committee shall, subject to the terms of this Plan, select eligible persons for participation in this Plan and determine the form, amount and timing of each award to such persons and, if applicable, the number of shares of Common Stock, the number of SARs, the number of Restricted Stock Units and the number of Performance Units subject to such an award, the exercise price or base price associated with the award, the time and conditions of exercise or settlement of the award and all other terms and conditions of the award, including, without limitation, the form of the Agreement evidencing the award. The Committee may, in its sole discretion and for any reason at any time, subject to the requirements of Section 162(m) of the Code and regulations thereunder in the case of an award intended to be qualified performance-based compensation, take action such that (i) any or all outstanding options and SARs shall become exercisable in part or in full, (ii) all or a portion of the Restriction Period applicable to any outstanding Restricted Stock or Restricted Stock Units shall lapse, (iii) all or a portion of the Performance Period applicable to any outstanding Performance Share Award or Performance Units shall lapse and (iv) the Performance Measures (if any) applicable to any outstanding award shall be deemed to be satisfied at the target or any other level not exceeding the maximum allowable under its terms. The Committee shall, subject to the terms of this Plan, interpret this Plan and the application thereof, establish rules and regulations it deems necessary or desirable for the administration of this Plan and may impose, incidental to the grant of an award,
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conditions with respect to the award, such as limiting competitive employment or other activities. All such interpretations, rules, regulations and conditions shall be conclusive and binding on all parties.
The Committee may delegate some or all of its power and authority hereunder to the Board or, subject to applicable law, to the Chief Executive Officer or other officer of the Company as the Committee deems appropriate; provided, however, that (i) the Committee may not delegate its power and authority to the Board or the Chief Executive Officer or other officer of the Company with regard to the grant of an award to any person who is a “covered employee” within the meaning of Section 162(m) of the Code or who, in the Committee’s judgment, is likely to be a covered employee at the time during the period an award hereunder to such employee would be outstanding, (ii) the Committee may not delegate its power and authority to the Chief Executive Officer or other officer of the Company with regard to the selection for participation in this Plan of an officer or other person subject to Section 16 of the Exchange Act or whose title with the Company is “executive vice president” or higher, or decisions concerning the timing, pricing or amount of an award to such an officer or other person and (iii) the awards granted by the Chief Executive Officer pursuant to such delegation shall not exceed the limits set forth in Section 1.6(c) and 1.6(d).
No member of the Board or Committee, and neither the Chief Executive Officer nor any other officer to whom the Committee delegates any of its power and authority hereunder, shall be liable for any act, omission, interpretation, construction or determination made in connection with this Plan in good faith, and the members of the Board and the Committee and the Chief Executive Officer or other officer shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including attorneys’ fees) arising therefrom to the full extent permitted by law (except as otherwise may be provided in the Company’s Articles of Incorporation and/or By-laws) and under any directors’ and officers’ liability insurance that may be in effect from time to time.
A majority of the Committee shall constitute a quorum. The acts of the Committee shall be either (i) acts of a majority of the members of the Committee present at any meeting at which a quorum is present or (ii) acts approved in writing by all of the members of the Committee without a meeting.
1.4 Eligibility. Participants in this Plan shall consist of such officers and other key management employees, and persons expected to become officers and other key management employees, of the Company and its Subsidiaries as the Committee in its sole discretion may select from time to time. The Committee’s selection of a person to participate in this Plan at any time shall not require the Committee to select such person to participate in this Plan at any other time. For purposes of this Plan, references to employment by the Company shall also mean employment by a Subsidiary.
1.5 Shares Available. Subject to adjustment as provided in Section 5.7, the aggregate number of shares of Common Stock available for awards granted under the Plan in the form of options, SARs, Stock Awards or Performance Units shall be the sum of (i) five million
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(5,000,000), plus (ii) the number of shares of Common Stock which as of the effective date of this Plan remain available for future awards pursuant to Section 1.5 of the Prior Plan, and reduced by the sum of the aggregate number of shares of Common Stock which become subject to outstanding options, outstanding Free-Standing SARs and outstanding Stock Awards granted under the Plan and shares of Common Stock delivered upon the settlement of Performance Units granted under the Plan. To the extent that shares of Common Stock subject to an outstanding option, SAR or stock award granted under the Plan or any predecessor plan are not issued or delivered by reason of the expiration, termination, cancellation or forfeiture of such award (excluding shares subject to an option cancelled upon settlement in shares of a related tandem SAR or shares subject to a tandem SAR cancelled upon exercise of a related option), then such shares of Common Stock shall again be available under this Plan. Shares of Common Stock to be delivered under this Plan shall be made available from authorized and unissued shares of Common Stock, or authorized and issued shares of Common Stock reacquired and held as treasury shares or otherwise or a combination thereof.
1.6 Award Limits.
(a) Subject to adjustment as provided in Section 5.7, no individual may be granted awards under the Plan during any calendar year that, in the aggregate, may be settled by delivery of more than two million (2,000,000) shares of Common Stock. In addition, with respect to awards the value of which is based on the Fair Market Value of Common Stock and that may be settled in cash (in whole or in part), no individual may be paid during any calendar year cash amounts relating to such awards that exceed the greater of the Fair Market Value of the number of shares of Common Stock set forth in the preceding sentence either at the date of grant or at the date of settlement. This Section 1.6(a) sets forth two separate limitations, so that awards that may be settled solely by delivery of Common Stock will not operate to reduce the amount or value of cash-only awards, and vice versa; nevertheless, awards that may be settled in Common Stock or cash must not exceed either limitation.
(b) With respect to awards, the value of which is not based on the Fair Market Value of Common Stock, no individual may receive during any calendar year cash or shares of Common Stock with a Fair Market Value at the date of settlement that, in the aggregate, exceeds five million dollars ($5,000,000).
(c) Subject to adjustment as provided in Section 5.7, the number of shares of Common Stock subject to options and SARs granted in any single year by the Chief Executive Officer, pursuant to a delegation by the Committee in accordance with Section 1.3 of this Plan, shall not exceed 1,200,000 in the aggregate or 40,000 with respect to any individual employee.
(d) Subject to adjustment as provided in Section 5.7, the number of shares of Common Stock subject to Stock Awards and Performance Units granted in any single year by the Chief Executive Officer, pursuant to a delegation by the Committee in accordance with Section 1.3 of this Plan, shall not exceed 600,000 in the aggregate or 20,000 with respect to any individual employee.
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II. STOCK OPTIONS AND STOCK APPRECIATION RIGHTS
2.1 Stock Options. The Committee may, in its discretion, grant options to purchase shares of Common Stock to such eligible persons as may be selected by the Committee. Each option, or portion thereof, that is not an Incentive Stock Option, shall be a Nonqualified Stock Option. Each option shall be granted within 10 years after the date on which this Plan is approved by the Board. To the extent that the aggregate Fair Market Value (determined as of the date of grant) of shares of Common Stock with respect to which options designated as Incentive Stock Options are exercisable for the first time by a participant during any calendar year (under this Plan or any other plan of the Company, or any parent or Subsidiary) exceeds the amount (currently $100,000) established by the Code, such options shall constitute Nonqualified Stock Options.
Options shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable:
(a) Number of Shares and Purchase Price. The number of shares of Common Stock subject to an option and the purchase price per share of Common Stock purchasable upon exercise of the option shall be determined by the Committee; provided, however, that the purchase price per share of Common Stock purchasable upon exercise of a Nonqualified Stock Option or an Incentive Stock Option shall not be less than 100% of the Fair Market Value of a share of Common Stock on the date of grant of such option; provided further, that if an Incentive Stock Option shall be granted to any person who, at the time such option is granted, owns capital stock possessing more than 10 percent of the total combined voting power of all classes of capital stock of the Company (or of any parent or Subsidiary) (a “Ten Percent Holder”), the purchase price per share of Common Stock shall not be less than the price (currently 110% of Fair Market Value) required by the Code in order to constitute an Incentive Stock Option.
(b) Option Period and Exercisability. The period during which an option may be exercised shall be determined by the Committee; provided, however, that no option shall be exercised later than 10 years after its date of grant; provided further, that if an Incentive Stock Option shall be granted to a Ten Percent Holder, such option shall not be exercised later than five years after its date of grant. The Committee may, in its discretion, determine that an option is to be granted as a Performance Option and may establish an applicable Performance Period and Performance Measures which shall be satisfied or met as a condition to the grant of such option or to the exercisability of all or a portion of such option. The Committee shall determine whether an option shall become exercisable in cumulative or non-cumulative installments and in part or in full at any time. An exercisable option, or portion thereof, may be exercised only with respect to whole shares of Common Stock.
(c) Method of Exercise. An option may be exercised (i) by giving written notice to the Company specifying the number of whole shares of Common Stock to be purchased and accompanying such notice with payment therefor in full, and without any extension of credit, either (A) in cash, (B) by delivery (either actual delivery or by attestation procedures established by the Company) to the Company of previously owned whole shares of Common Stock having a
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Fair Market Value, determined as of the date of exercise, equal to the aggregate purchase price payable by reason of such exercise, (C) authorizing the Company to withhold whole shares of Common Stock which 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 optionee has submitted an irrevocable notice of exercise or (E) a combination of (A), (B) and (C), in each case to the extent set forth in the Agreement relating to the option, (ii) if applicable, by surrendering to the Company any Tandem SARs which are cancelled by reason of the exercise of the option and (iii) 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 optionee. 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 5.5, have been paid.
2.2 Stock Appreciation Rights. The Committee may, in its discretion, grant SARs to such eligible persons as may be selected by the Committee. The Agreement relating to an SAR shall specify whether the SAR is a Tandem SAR or a Free-Standing SAR.
SARs shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable:
(a) Number of SARs and Base Price. The number of SARs subject to an award shall be determined by the Committee. Any Tandem SAR related to an Incentive Stock Option shall be granted at the same time that such Incentive Stock Option is granted. The base price of a Tandem SAR shall be the purchase price per share of Common Stock of the related option. The base price of a Free-Standing SAR shall be determined by the Committee; provided, however, that such base price shall not be less than 100% of the Fair Market Value of a share of Common Stock on the date of grant of such SAR.
(b) Exercise Period and Exercisability. The Agreement relating to an award of SARs shall specify whether such award may be settled in shares of Common Stock (including shares of Restricted Stock) or cash or a combination thereof. The period for the exercise of an SAR shall be determined by the Committee; provided, however, that no SAR shall be exercised later than 10 years after its date of grant; and provided, further, that no Tandem SAR shall be exercised later than the expiration, cancellation, forfeiture or other termination of the related option. The Committee may, in its discretion, establish Performance Measures which shall be satisfied or met as a condition to the grant of an SAR or to the exercisability of all or a portion of an SAR. The Committee shall determine whether an SAR may be exercised in cumulative or non-cumulative installments and in part or in full at any time. An exercisable SAR, or portion thereof, may be exercised, in the case of a Tandem SAR, only with respect to whole shares of Common Stock and, in the case of a Free-Standing SAR, only with respect to a whole number of SARs. If an
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SAR is exercised for shares of Restricted Stock, a certificate or certificates representing such Restricted Stock shall be issued in accordance with Section 3.2(c), or such shares shall be transferred to the holder in book entry form with restrictions on the Shares duly noted, and the holder of such Restricted Stock shall have such rights of a stockholder of the Company as determined pursuant to Section 3.2(d). Prior to the exercise of an SAR for shares of Common Stock, including Restricted Stock, the holder of such SAR shall have no rights as a stockholder of the Company with respect to the shares of Common Stock subject to such SAR.
(c) Method of Exercise. A Tandem SAR may be exercised (i) by giving written notice to the Company specifying the number of whole SARs which are being exercised, (ii) by surrendering to the Company any options which are cancelled by reason of the exercise of the Tandem SAR and (iii) by executing such documents as the Company may reasonably request. A Free-Standing SAR may be exercised (A) by giving written notice to the Company specifying the whole number of SARs which are being exercised and (B) by executing such documents as the Company may reasonably request.
2.3 Termination of Employment.
(a) Retirement or Disability. Subject to Sections 2.3(e) and 2.3(g) below, and unless otherwise specified in the Agreement relating to an option or SAR, as the case may be, if the Company ceases to employ the holder of an option or SAR by reason of such holder’s Retirement or Disability, each option and SAR held by such holder shall be fully exercisable, and may thereafter be exercised by such holder (or such holder’s legal representative or similar person) until and including the earlier to occur of (i) the date which is five years after the effective date of such holder’s termination of employment and (ii) the expiration date of the term of such option or SAR.
(b) Death. Unless otherwise specified in the Agreement relating to an option or SAR, as the case may be, if the Company ceases to employ the holder of an option or SAR by reason of such holder’s death, each option and SAR held by such holder shall be fully exercisable, and may thereafter be exercised by such holder’s executor, administrator, legal representative, beneficiary or similar person until and including the earlier to occur of (i) the date which is three years after the date of death and (ii) the expiration date of the term of such option or SAR.
(c) Cause. If the Company ceases to employ the holder of an option or SAR due to a termination of employment by the Company for Cause, each option and SAR held by such holder 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 holder 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 holder in connection with an exercise of such option or SAR following such cancellation date.
(d) Other Termination. Subject to Sections 2.3(e), 2.3(f) and 2.3(g) below and unless otherwise specified in the Agreement relating to an option or SAR, as the case may be, if the Company ceases to employ the holder of an option or SAR for any reason other than as
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described in Section 2.3(a) through Section 2.3(c), then each option and SAR held by such holder shall be exercisable only to the extent that such option or SAR is exercisable on the effective date of such holder’s termination of employment, and may thereafter be exercised by such holder (or such holder’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 holder’s termination of employment and (ii) the expiration date of the term of such option or SAR.
(e) Death Following Termination of Employment. Unless otherwise specified in the Agreement relating to an option or SAR, as the case may be, if the holder of an option or SAR dies during the applicable post-termination exercise period described in Section 2.3(d), each option and SAR held by such holder shall be exercisable only to the extent that such option or SAR, as the case may be, is exercisable on the date of such holder’s death and may thereafter be exercised by the holder’s executor, administrator, legal representative, beneficiary or similar person until and including the earlier to occur of (i) the date which is one year after the date of death and (ii) the expiration date of the term of such option or SAR.
(f) Breach of Restrictive Covenant. Notwithstanding Sections 2.3(a) through (e), if the holder of an option or SAR breaches his or her obligations to the Company or any of its affiliates under a noncompetition, nonsolicitation, confidentiality, intellectual property or other restrictive covenant (a “Restrictive Covenant”), each option and SAR held by such holder shall be cancelled and cease to be exercisable as of the date on which the holder first breached such Restrictive Covenant, and the Company thereafter may require the repayment of any amounts received by such holder in connection with an exercise of such option or SAR following such cancellation date.
(g) Certain Terminations After Change in Control. Unless otherwise specified in, and subject to all conditions set forth in, the Agreement relating to an option or SAR, as the case may be, or any individual change in control agreement or severance plan, and notwithstanding any other provision of this Section 2.3, if within 24 months following a Change in Control, the Company ceases to employ the holder of an option or SAR due to a termination of employment (i) by the Company other than for Cause, or (ii) with respect to a holder whose position is at least salary band E09 (or its equivalent), by the holder for Good Reason, such holder’s outstanding options shall immediately become fully exercisable and may thereafter be exercised by such holder (or such holder’s legal representative or similar person) until and including the earlier to occur of (A) the date which is five years after the effective date of such holder’s termination of employment and (B) the expiration date of the term of such option or SAR.
2.4 No Repricing. The Committee shall not without the approval of the stockholders of the Company, (i) reduce the purchase price or base price of any previously granted option or SAR, (ii) cancel any previously granted option or SAR in exchange for another option or SAR with a lower purchase price or base price or (iii) cancel any previously granted option or SAR in exchange for cash or another award if the purchase price of such option or the base price of such SAR exceeds the Fair Market Value of a share of Common Stock on the date of such cancellation, in each case, other than in connection with a Change in Control or the adjustment provisions set forth in Section 5.7.
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III. STOCK AWARDS
3.1 Stock Awards. The Committee may, in its discretion, grant Stock Awards to such eligible persons as may be selected by the Committee. The Agreement relating to a Stock Award shall specify whether the Stock Award is a Restricted Stock Award or a Restricted Stock Unit Award. The Committee may, in its discretion, determine that a Restricted Stock Award or Restricted Stock Unit Award is to be granted as a Performance Share Award and may establish an applicable Performance Period and Performance Measures which shall be satisfied or met as a condition to the grant or vesting of all or a portion of such award.
3.2 Terms of Restricted Stock Awards. Restricted Stock Awards shall be subject to the following terms and conditions and shall be subject to such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable.
(a) Number of Shares and Other Terms. The number of shares of Common Stock subject to a Restricted Stock Award and the Restriction Period and Performance Measures (if any) applicable to a Restricted Stock Award shall be determined by the Committee.
(b) Vesting and Forfeiture. The Agreement relating to a Restricted Stock Award shall provide, in the manner determined by the Committee, in its discretion, and subject to the provisions of this Plan, for the vesting of the shares of Common Stock subject to such award (i) if the holder of such award remains continuously in the employment of the Company during the specified Restriction Period and (ii) in the case of a Performance Share Award, if specified Performance Measures are satisfied or met during a specified Performance Period, and for the forfeiture of the shares of Common Stock subject to such award (x) if the holder of such award does not remain continuously in the employment of the Company during the specified Restriction Period or (y) in the case of a Performance Share Award, if specified Performance Measures are not satisfied or met during a specified Performance Period. The restrictions applicable to each Performance Share Award shall lapse no earlier than one year after the applicable grant date, except to the extent an award Agreement provides otherwise in the case of a Change in Control or a participant’s death, Disability or termination of employment.
(c) Stock Issuance. During the Restriction Period, the shares of Restricted Stock shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing a Restricted Stock Award shall be registered in the holder’s name and may bear a legend, in addition to any legend which may be required pursuant to Section 5.6, indicating that the ownership of the shares of Common Stock represented by such certificate is subject to the restrictions, terms and conditions of this Plan and the Agreement relating to the Restricted Stock Award. All such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the shares of Common Stock subject to the Restricted Stock Award in the event such award is forfeited in whole or in part. Upon termination of any applicable Restriction Period (and the satisfaction or attainment of applicable Performance Measures), subject to the Company’s right to require
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payment of any taxes in accordance with Section 5.5, the restrictions shall be removed from the requisite number of any shares of Common Stock that are held in book entry form, and all certificates evidencing ownership of the requisite number of shares of Common Stock shall be delivered to the holder of such award.
(d) Rights with Respect to Restricted Stock Awards. Unless otherwise set forth in the Agreement relating to a Restricted Stock Award, and subject to the terms and conditions of a Restricted Stock Award, the holder of such award shall have all rights as a stockholder of the Company, including, but not limited to, voting rights, the right to receive dividends and the right to participate in any capital adjustment applicable to all holders of Common Stock; provided, however, that (i) a distribution with respect to shares of Common Stock, other than a regular cash dividend, and (ii) a regular cash dividend with respect to shares of Common Stock that are subject to performance-based vesting conditions, in each case shall be deposited with the Company and shall be subject to the same restrictions as the shares of Common Stock with respect to which such distribution was made.
3.3 Terms of Restricted Stock Unit Awards. Restricted Stock Unit 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 Plan, as the Committee shall deem advisable.
(a) Number of Shares and Other Terms. The number of shares of Common Stock subject to a Restricted Stock Unit Award and the Restriction Period and Performance Measures (if any) applicable to a Restricted Stock Unit Award shall be determined by the Committee.
(b) Vesting and Forfeiture. The Agreement relating to a Restricted Stock Unit Award shall provide, in the manner determined by the Committee, in its discretion, and subject to the provisions of this Plan, for the vesting of such Restricted Stock Unit Award (i) if the holder of such award remains continuously in the employment of the Company during the specified Restriction Period and (ii) in the case of a Performance Share Award, if specified Performance Measures are satisfied or met during a specified Performance Period, and for the forfeiture of the shares of Common Stock subject to such award (x) if the holder of such award does not remain continuously in the employment of the Company during the specified Restriction Period or (y) in the case of a Performance Share Award, if specified Performance Measures are not satisfied or met during a specified Performance Period. Each Performance Share Award shall become vested no earlier than one year after the applicable grant date, except to the extent an award Agreement provides otherwise in the case of a Change in Control or a participant’s death, Disability or termination of employment.
(c) Settlement of Vested Restricted Stock Unit Awards. The Agreement relating to a Restricted Stock Unit Award shall specify (i) whether such award may be settled in shares of Common Stock, including Restricted Stock, or cash or a combination thereof and (ii) whether the holder thereof shall be entitled to receive, on a current or deferred basis, dividend equivalents and, if determined by the Committee, interest on, or the deemed reinvestment of, any deferred dividend equivalents, with respect to the number of shares of Common Stock subject to such award. Prior to the settlement of a Restricted Stock Unit Award, the holder of such award shall have no rights as a stockholder of the Company with respect to the shares of Common Stock subject to such award.
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3.4 Termination of Employment. All of the terms relating to the satisfaction of Performance Measures and the termination of the Restriction Period or Performance Period relating to a Stock Award, or any forfeiture and cancellation of such award upon a termination of employment with the Company of the holder of such award, whether by reason of Disability, Retirement, death or any other reason, shall be determined by the Committee and set forth in the applicable award Agreement.
IV. PERFORMANCE UNIT AWARDS
4.1 Performance Unit Awards. The Committee may, in its discretion, grant Performance Unit Awards to such eligible persons as may be selected by the Committee.
4.2 Terms of Performance Unit Awards. Performance Unit Awards shall be subject to the following terms and conditions and shall be subject to such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable.
(a) Number of Performance Units and Performance Measures. The number of Performance Units subject to a Performance Unit Award and the Performance Measures and Performance Period applicable to a Performance Unit Award shall be determined by the Committee.
(b) Vesting and Forfeiture. The Agreement relating to a Performance Unit Award shall provide, in the manner determined by the Committee, in its discretion, and subject to the provisions of this Plan, for the vesting of such Performance Unit Award if the specified Performance Measures are satisfied or met during the specified Performance Period and for the forfeiture of such award if the specified Performance Measures are not satisfied or met during the specified Performance Period.
(c) Settlement of Vested Performance Unit Awards. The Agreement relating to a Performance Unit Award shall specify whether such award may be settled in shares of Common Stock (including shares of Restricted Stock) or cash or a combination thereof. If a Performance Unit Award is settled in shares of Restricted Stock, such shares of Restricted Stock shall be issued to the holder in book entry form or a certificate or certificates representing such Restricted Stock shall be issued in accordance with Section 3.2(c) and the holder of such Restricted Stock shall have such rights as a stockholder of the Company as determined pursuant to Section 3.2(d). Prior to the settlement of a Performance Unit Award in shares of Common Stock, including Restricted Stock, the holder of such award shall have no rights as a stockholder of the Company.
4.3 Termination of Employment. All of the terms relating to the satisfaction of Performance Measures and the termination of the Performance Period relating to a Performance Unit Award, or any forfeiture and cancellation of such award upon a termination of employment with the Company of the holder of such award, whether by reason of Disability, Retirement, death or any other reason, shall be determined by the Committee and set forth in the applicable award Agreement.
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V. GENERAL
5.1 Effective Date and Term of Plan. This Plan shall be submitted to the stockholders of the Company for approval at the Company’s 2010 annual meeting of stockholders and, if approved by the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy at such annual meeting of stockholders, shall become effective as of January 1, 2011. This Plan shall terminate ten (10) years after its effective date, unless terminated earlier by the Committee. Termination of this Plan shall not affect the terms or conditions of any award granted prior to termination.
Awards hereunder may be made at any time prior to the termination of this Plan, provided that, subject to Section 2.1, no award may be made later than ten (10) years after the effective date of this Plan. In the event that this Plan is not approved by the stockholders of the Company, this Plan and any awards hereunder shall be void and of no force or effect.
5.2 Amendments. The Committee may amend this Plan as it shall deem advisable, subject to any requirement of stockholder approval required by applicable law, rule or regulation, including Section 162(m) of the Code and any rule of the New York Stock Exchange, or, if the Common Stock is not listed on the New York Stock Exchange, any rule of the principal national stock exchange on which the Common Stock is then traded; provided, however, that no amendment may impair the rights of a holder of an outstanding award without the consent of such holder.
5.3 Agreement. Each award under this Plan shall be evidenced by an Agreement setting forth the terms and conditions applicable to such award. No award shall be valid until an Agreement is executed by the Company and the recipient of such award and, upon execution by each party and delivery of the Agreement to the Company within the time period specified by the Company, such award shall be effective as of the effective date set forth in the Agreement.
5.4 Non-Transferability. No award shall be transferable other than by will, the laws of descent and distribution or pursuant to beneficiary designation procedures approved by the Company or, to the extent expressly permitted in the Agreement relating to such award, to the holder’s family members, a trust or entity established by the holder for estate planning purposes or a charitable organization designated by the holder. Except to the extent permitted by the foregoing sentence or the Agreement relating to an award, each award may be exercised or settled during the holder’s lifetime only by the holder or the holder’s legal representative or similar person. Except as permitted by the second preceding sentence, no award may 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, encumber or otherwise dispose of any award, such award and all rights thereunder shall immediately become null and void.
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5.5 Tax Withholding. The Company shall have the right to require, prior to the issuance or delivery of any shares of Common Stock or the payment of any cash pursuant to an award made hereunder, or upon the vesting of any award that is considered deferred compensation, payment by the holder of such award of any federal, state, local or other taxes which may be required to be withheld or paid in connection with such award. An Agreement may provide that (i) the Company shall withhold whole shares of Common Stock which would otherwise be delivered to a holder, having an aggregate Fair Market Value determined as of the date the obligation to withhold or pay taxes arises in connection with an award (the “Tax Date”), or withhold an amount of cash which would otherwise be payable to a holder, in the amount necessary to satisfy any such obligation or (ii) the holder may satisfy any such obligation by any of the following means: (A) a cash payment to the Company, (B) authorizing the Company to withhold whole shares of Common Stock which would otherwise be delivered having an aggregate Fair Market Value, determined as of the Tax Date, or withhold an amount of cash which would otherwise be payable to a holder, equal to the amount necessary to satisfy any such obligation, (C) in the case of the exercise of an option and except as may be prohibited by applicable law, a cash payment by a broker-dealer acceptable to the Company to whom the optionee has submitted an irrevocable notice of exercise or (D) any combination of (A) and (B), in each case to the extent set forth in the Agreement relating to the award. Shares of Common Stock to be delivered or withheld may not have an aggregate Fair Market Value in excess of the amount determined by applying the minimum statutory withholding rate. 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.
5.6 Restrictions on Shares. Each award made hereunder shall be subject to the requirement that if at any time the Company determines that the listing, registration or qualification of the shares of Common Stock subject to such 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 delivery of shares thereunder, such shares shall not be delivered unless such listing, registration, qualification, consent, approval or other action shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company may require that certificates evidencing shares of Common Stock delivered pursuant to any award made hereunder bear a legend indicating that the sale, transfer or other disposition thereof by the holder is prohibited except in compliance with the Securities Act of 1933, as amended, and the rules and regulations thereunder.
5.7 Adjustment. In the event 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) occurs on or after the date this Plan is approved by the stockholders of the Company, the number and class of securities available for all awards under this Plan, the maximum number of securities with respect to which awards may be granted during any year to any one person, the maximum number of shares subject to awards granted during any year by the Chief Executive Officer, the number and class of securities subject to each outstanding option and the purchase price per security, and the terms of each outstanding SAR, Restricted Stock Award, Restricted Stock Unit Award, Performance Share Award and
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Performance Unit Award, including the number and class of securities subject thereto, shall be appropriately adjusted by the Committee, such adjustments to be made in the case of outstanding options and SARs without an increase in the aggregate purchase price or base price. The decision of the Committee regarding any such adjustment shall be final, binding and conclusive. If any such adjustment would result in a fractional security being (a) available under this Plan, such fractional security shall be disregarded, or (b) subject to an award under this Plan, the Company shall pay the holder of such award, in connection with the first vesting, exercise or settlement of such award, in whole or in part, occurring after such adjustment, an amount in cash determined by multiplying (i) the fraction of such security (rounded to the nearest hundredth) by (ii) the excess, if any, of (A) the Fair Market Value on the vesting, exercise or settlement date over (B) the exercise or base price, if any, of such award.
5.8 Corporate Transactions; Change in Control.
(a) If the Company shall be a party to a reorganization, merger, or consolidation or sale or other disposition of more than 50% of the operating assets of the Company (determined on a consolidated basis), other than in connection with a sale-leaseback or other arrangement resulting in the continued utilization of such assets (or the operating products of such assets) (a “Corporate Transaction”), the Board (as constituted prior to any Change in Control resulting from such Corporate Transaction) may, in its discretion:
(i) require that (A) some or all outstanding options and SARs shall immediately become exercisable in full or in part, (B) the Restriction Period applicable to some or all outstanding Restricted Stock Awards and Restricted Stock Unit Awards shall lapse in full or in part, (C) the Performance Period applicable to some or all outstanding Performance Share Awards and Performance Unit Awards shall lapse in full or in part, and (D) the Performance Measures applicable to some or all outstanding awards shall be deemed to be satisfied at the target or any other level not exceeding the maximum levels allowable under their respective terms;
(ii) require that shares of capital stock of the corporation resulting from such Corporate Transaction, or a parent corporation thereof, be substituted for some or all of the shares of Common Stock subject to an outstanding award, with an appropriate and equitable adjustment to such award as determined by the Board in accordance with Section 5.7; and/or
(iii) require outstanding awards, in whole or in part, to be surrendered to the Company by the holder, and to be immediately cancelled by the Company, and to provide for the holder to receive (A) a cash payment in an amount equal to (1) in the case of an option or an SAR, the number of shares of Common Stock then subject to the portion of such option or SAR surrendered, to the extent such option or SAR is then exercisable or becomes exercisable pursuant to clause (i), multiplied by the excess, if any, of the Fair Market Value of a share of Common Stock as of the date of the Corporate Transaction, over the purchase price or base
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price per share of Common Stock subject to such option or SAR, (2) in the case of a Stock Award, the number of shares of Common Stock then subject to the portion of such award surrendered, to the extent the Restriction Period and Performance Period, if any, on such Stock Award have lapsed or will lapse pursuant to clause (i) and to the extent that the Performance Measures, if any, have been satisfied or are deemed satisfied pursuant to clause (i), multiplied by the Fair Market Value of a share of Common Stock as of the date of the Corporate Transaction, and (3) in the case of a Performance Unit Award, the value of the Performance Units then subject to the portion of such award surrendered, to the extent the Performance Period applicable so such award has lapsed or will lapse pursuant to clause (i) and to the extent the Performance Measures applicable to such award have been satisfied or are deemed satisfied pursuant to clause (i); (B) shares of capital stock of the corporation resulting from such Corporate Transaction, or a parent corporation thereof, having a fair market value not less than the amount determined under clause (A) above; or (C) a combination of the payment of cash pursuant to clause (A) above and the issuance of shares pursuant to clause (B) above.
(b) For purposes of Sections 2.3(f) and 5.8(a), “Change in Control” shall mean, except as otherwise provided below, the first to occur of any of the following events:
(i) any SEC Person becomes the Beneficial Owner of 20% or more of the then outstanding common stock of the Company or of Voting Securities representing 20% or more of the combined voting power of all the then outstanding Voting Securities of the Company (such an SEC Person, a “20% Owner”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Company (excluding any acquisition resulting from the exercise of an exercise, conversion or exchange privilege unless the security being so exercised, converted or exchanged was acquired directly from the Company), (2) any acquisition by the Company, (3) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company (a “Company Plan”), or (4) any acquisition by any corporation pursuant to a transaction which complies with paragraphs (A), (B) and (C) of subsection (iii) of this definition; provided further, that for purposes of clause (2), if any 20% Owner of the Company other than the Company or any Company Plan becomes a 20% Owner by reason of an acquisition by the Company, and such 20% Owner of the Company shall, after such acquisition by the Company, become the Beneficial Owner of any additional outstanding common shares of the Company or any additional outstanding Voting Securities of the Company (other than pursuant to any dividend reinvestment plan or arrangement maintained by the Company) and such beneficial ownership is publicly announced, such additional beneficial ownership shall constitute a Change in Control; or
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(ii) Individuals who, as of the effective date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Incumbent Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest (as such terms are used in Rule 14a-11 promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or
(iii) Consummation of a Corporate Transaction by the Company; excluding, however, a Corporate Transaction pursuant to which:
(A) all or substantially all of the individuals and entities who are the Beneficial Owners, respectively, of the outstanding common stock of Company and outstanding Voting Securities of the Company immediately prior to such Corporate Transaction beneficially own, directly or indirectly, more than 60% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which, as a result of such transaction, owns the Company or all or substantially all of the assets of the Company either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Corporate Transaction of the outstanding common stock of Company and outstanding Voting Securities of the Company, as the case may be;
(B) no SEC Person (other than the corporation resulting from such Corporate Transaction, and any Person which beneficially owned, immediately prior to such corporate Transaction, directly or indirectly, 20% or more of the outstanding common stock of the Company or the outstanding Voting Securities of the Company, as the case may be) becomes a 20% Owner, directly or indirectly, of the then-outstanding common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding voting securities of such corporation; and
(C) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or
(iv) Approval by the Company’s shareholders of a plan of complete liquidation or dissolution of the Company, other than a plan of liquidation or dissolution which results in the acquisition of all or substantially all of the assets of the Company by an affiliated company.
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Notwithstanding the occurrence of any of the foregoing events, a Change in Control shall not occur with respect to an award if, in advance of such event, the holder of such award agrees in writing that such event shall not constitute a Change in Control.
5.9 Deferrals. The Committee may determine that the delivery of shares of Common Stock or the payment of cash, or a combination thereof, upon the exercise or settlement of all or a portion of any award made hereunder shall be deferred, or the Committee may, in its sole discretion, approve deferral elections made by holders of awards. Deferrals shall be for such periods and upon such terms as shall be set forth in a deferral plan or program established by the Committee in its sole discretion in accordance with Section 409A of the Code.
5.10 No Right of Participation or Employment. Unless otherwise set forth in an employment agreement, no person shall have any right to participate in this Plan. Neither this Plan nor any award made hereunder shall confer upon any person any right to continued employment with the Company, any Subsidiary or any affiliate of the Company or affect in any manner the right of the Company, any Subsidiary or any affiliate of the Company to terminate the employment of any person at any time without liability hereunder.
5.11 Rights as Stockholder. No person shall have any right as a stockholder of the Company with respect to any shares of Common Stock or other equity security of the Company which is subject to an award hereunder unless and until such person becomes a stockholder of record with respect to such shares of Common Stock or equity security.
5.12 Designation of Beneficiary. A holder of an award may file with the Committee a written designation of one or more persons as such holder’s beneficiary or beneficiaries (both primary and contingent) in the event of the holder’s death or incapacity. To the extent an outstanding option or SAR granted hereunder is exercisable, such beneficiary or beneficiaries shall be entitled to exercise such option or SAR pursuant to procedures prescribed by the Committee.
Each beneficiary designation shall become effective only when filed in writing with the Committee during the holder’s lifetime on a form prescribed by the Committee. The spouse of a married holder domiciled in a community property jurisdiction shall join in any designation of a beneficiary other than such spouse. The filing with the Committee of a new beneficiary designation shall cancel all previously filed beneficiary designations.
If a holder fails to designate a beneficiary, or if all designated beneficiaries of a holder predecease the holder, then each outstanding option and SAR hereunder held by such holder, to the extent exercisable, may be exercised by such holder’s executor, administrator, legal representative or similar person.
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5.13 Governing Law. This Plan, each award hereunder and the related Agreement, and all determinations made and actions taken pursuant thereto, to the extent not otherwise governed by the Code or 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 principles of conflicts of laws.
5.14 Foreign Employees. Without amending this Plan, the Committee may grant awards to eligible persons who are foreign nationals on such terms and conditions different from those specified in this Plan as may in the judgment of the Committee be necessary or desirable to foster and promote achievement of the purposes of this Plan and, in furtherance of such purposes the Committee may make such modifications, amendments, procedures, subplans and the like as may be necessary or advisable to comply with provisions of laws in other countries or jurisdictions in which the Company or its Subsidiaries operates or has employees.
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/10/16 | SC 13G/A | ||
| For Period end: | 12/31/15 | 11-K, 4, 5, 8-K | ||
| 12/18/14 | 11-K | |||
| 1/1/11 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/25/22 Exelon Corp. 10-K 12/31/21 313:198M 2/24/21 Exelon Corp. 10-K 12/31/20 310:85M |