LONG-TERM INCENTIVE PROGRAM
(As amended and restated as of January 1, 2014)
1. Purpose. The purpose of this Exelon Corporation Long-Term Incentive Program (the "Program") is to set forth certain
provisions which shall be deemed a part of, and govern, equity compensation awards granted by Exelon Corporation, a Pennsylvania corporation (the "Company"), on or after January 1, 2011 to executives, key managers and other select
management employees pursuant to the Exelon Corporation 2011 Long-Term Incentive Plan, as amended (the "Plan").
Except as otherwise set forth herein, the defined terms used in this Program shall have the meanings set
forth below or in the Plan.
(a) "Administrator" shall have the meaning set forth in Section 14 below.
(b) "Award" shall mean an award granted under this Program.
(c) "Award Notice" shall mean a notice of a Participants Award, issued by the Company in written or electronic
form, which shall set forth the type of the Award, the number of shares (or target share opportunity that, together with the Program summary, sets forth the number of shares) of Common Stock subject to such Award and any other terms of the Award not
set forth in the Plan, this Program or the Program summary.
(d) "Board" shall mean the board of directors of the
(e) "Transition Award" shall mean a Performance Share Unit Award granted on a one-time basis in 2013
(or 2014, in certain cases such as new hires, promotions or transfers) in order to transition from a one-year Performance Cycle to a three-year Performance Cycle.
(f) "Committee" shall mean the compensation committee of the Board.
(g) "Dividend Payment Date" shall mean each date on which the Company pays a regular cash dividend to record owners
of shares of Common Stock.
(h) "Earned Shares" shall mean shares of Common Stock (or cash representing shares,
as applicable) subject to a Performance Share Unit Award that are earned based on the achievement of the performance goals for the applicable Performance Cycle (or portion thereof, in the case of Transition Awards).
(i) "Effective Date" shall mean January 1, 2011.
(j) "First Tranche" shall mean one-third of the Performance Share Units
granted under a Transition Award.
(k) "Grant Date" shall mean the date on which an Award is granted, as set
forth in the applicable Award Notice.
(l) "Option" shall mean a nonqualified option to purchase shares of Common
Stock upon and subject to the satisfaction of the vesting conditions set forth in Section 5 of this Program.
"Participant" shall mean the recipient of an Award granted under this Program.
(n) "Performance Cycle"
shall mean (A) for Performance Share Unit Awards granted prior to January 1, 2013, the one-year period beginning on January 1 of the year in which the Award is granted (and any applicable look-back period), (B) for the Transition Awards, the
two-year period beginning on January 1, 2013 and (C) for Performance Share Unit Awards granted on or after January 1, 2013 (other than Transition Awards) and Performance Cash Awards granted on or after January 1, 2014, the three-year period
beginning on January 1of the year in which the Performance Share Unit Award is granted.
(o) "Performance Cash
Unit" shall mean a right granted to a Participant employed in a Utility Company to receive an amount of cash subject to the achievement of the applicable performance goals and the satisfaction of the vesting conditions set forth in Section 3 of
(p) "Performance Share Unit" shall mean a right to receive shares of Common Stock or a cash
equivalent (as applicable) subject to the achievement of the applicable performance goals and the satisfaction of the vesting conditions set forth in Section 3 of this Program.
(q) "Restricted Stock Unit" shall mean a right to receive shares of Common Stock upon and subject to the satisfaction
of the vesting conditions set forth in Section 4 of this Program.
(r) "Restrictive Covenants" shall mean any
noncompetition, nonsolicitation, confidentiality, intellectual property or other restrictive covenants to which a Participant is subject, required as a condition to receipt of an Award, or which is contained in any other agreement between the
Participant and the Company or any of its affiliates.
(s) "Retirement" shall mean a Participants
termination of employment (other than a termination upon death, disability or involuntary termination for cause) on or after the date as of which the Participant has attained age 50 (age 55 with respect to Awards granted on or after January 1, 2013)
and completed at least ten years of service with the Company and the Subsidiaries. For purposes of this definition, the holders 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.
(t) "Second Tranche" shall mean two-thirds of the Performance Share
Units granted under a Transition Award
(u) "Utility Company" shall mean Baltimore Gas & Electric Company,
Commonwealth Edison Company, PECO Energy Company and the Exelon Utility Group within Exelon Business Services Company, LLC.
Term Performance Share Award and Performance Cash Award Program.
(a) Granting of Awards. Within the first
90 days of each Performance Cycle beginning on or after the Effective Date, the Committee may grant Performance Share Unit Awards to employees who are employed in a Vice President or more senior position, including without limitation Nuclear Plant
Managers, as selected by the Committee in its sole discretion. Effective January 1, 2014, the Committee may grant Performance Cash Units in lieu of Performance Share Unit Awards to such designated employees who are employed in a Utility
Company. Performance Share Unit Awards and Performance Cash Units shall be subject to the respective applicable terms and conditions set forth in this Section 3, and shall contain such additional terms and conditions, not inconsistent with the
terms of this Program, as the Committee shall deem advisable and set forth in the applicable Program summary or Award Notice.
(b) Number of Shares and Other Terms. The number of shares of Common Stock represented by a Performance Share Unit Award
("Earned Shares") for any Performance Cycle shall be determined based on the achievement of performance goals established by the Committee and set forth in the Program summary for such Performance Cycle and the administrative
guidelines approved by the Committee. Each performance goal shall be assigned a weighting and scored at the end of each calendar year within the Performance Cycle. For Performance Cycles beginning on or after January 1, 2013, at the end of the
Performance Cycle, the number of Earned Shares is determined based on the average of the annual performance results, subject to adjustment as set forth in the Program summary and/or administrative guidelines. Notwithstanding the foregoing, the
maximum number of shares of Common Stock that may become subject to Performance Share Unit Awards granted in any calendar year to Participants the Company has determined as of the Grant Date may be "covered employees" (within the meaning
of Section 162(m)(3) of the Code) for such year or for any subsequent year in which such Award may be outstanding, shall be equal to the lesser of (i) the number determined by (A) multiplying 1.5% of the Companys Operating Income for such year
by the allocation percentage approved by Committee for such Participant within the first 90 days of the applicable Performance Cycle and (B) dividing such dollar amount by the closing price of a share of Common Stock on the last trading day
of such year and (ii) the per person limit set forth in Section 1.6 of the Plan. For purposes of this Section 3(b), the "Operating Income" of the Company for such year shall be as reported in the Companys financial statements for