COMPANY’S OBLIGATIONS UPON CERTAIN TERMINATIONS OF EMPLOYMENT. 20 4.1 TERMINATION DURING THE POST-CHANGE PERIOD OR POST-SIGNIFICANT ACQUISITION PERIOD 20 4.2 TERMINATION DURING AN IMMINENT CONTROL CHANGE PERIOD 24 4.3 TERMINATION DURING A POST-DISAGGREGATION PERIOD 27 4.4 TIMING OF SEVERANCE PAYMENTS 28 4.5 WAIVER AND RELEASE 29 4.6 BREACH OF COVENANTS 30 4.7 TERMINATION BY THE COMPANY FOR CAUSE 30 4.8 TERMINATION BY EXECUTIVE OTHER THAN FOR GOOD REASON 30 4.9 TERMINATION BY THE COMPANY FOR DISABILITY 30 4.10 UPON DEATH 31 4.11 SOLE AND EXCLUSIVE OBLIGATIONS 31 ARTICLE V. CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY 31 5.1 GROSS-UP PAYMENT 31 5.2 LIMITATION ON GROSS-UP PAYMENTS 32 5.3 ADDITIONAL GROSS-UP AMOUNTS 32 5.4 AMOUNT INCREASED OR CONTESTED 33 5.5 REFUNDS 35 ARTICLE VI. EXPENSES, INTEREST AND DISPUTE RESOLUTION 35 6.1 ENFORCEMENT AND LATE PAYMENTS 35 6.2 INTEREST 36 6.3 ARBITRATION 36 ARTICLE VII. NO SET-OFF OR MITIGATION 37 7.1 NO SET-OFF BY COMPANY 37 7.2 NO MITIGATION 37 ARTICLE VIII. RESTRICTIVE COVENANTS 37 8.1 CONFIDENTIAL INFORMATION 37 8.2 NON-COMPETITION 38 8.3 NON-SOLICITATION 38 8.4 INTELLECTUAL PROPERTY 39 8.5 REASONABLENESS OF RESTRICTIVE COVENANTS 40 8.6 RIGHT TO INJUNCTION; SURVIVAL OF UNDERTAKINGS 40 ARTICLE IX. NON-EXCLUSIVITY OF RIGHTS 41 9.1 OTHER RIGHTS 41 9.2 NO RIGHT TO CONTINUED EMPLOYMENT 41 ARTICLE X. MISCELLANEOUS 41 10.1 NO ASSIGNABILITY 41 10.2 SUCCESSORS 41 10.3 AFFILIATES 41 10.4 PAYMENTS TO BENEFICIARY 42 10.5 PAYMENT OF REIMBURSABLE EXPENSES 42 10.6 NON-ALIENATION OF BENEFITS 42 10.7 SEVERABILITY 42 10.8 AMENDMENTS 42 10.9 NOTICES 42 10.10 JOINT AND SEVERAL LIABILITY 43 10.11 COUNTERPARTS 43 10.12 GOVERNING LAW 43 10.13 CAPTIONS 43 10.14 NUMBER AND GENDER 43 10.15 TAX WITHHOLDING 43 10.16 SECTION 409A 43 10.17 NO WAIVER 44 10.18 ENTIRE AGREEMENT 44 EXELON CORPORATION CHANGE-IN-CONTROL EMPLOYMENT AGREEMENT THIS AGREEMENT, entered into as of May 1, 2004 (the “Agreement Date”), is made by and among Exelon Corporation, incorporated under the laws of the Commonwealth of Pennsylvania (together with successors thereto, the “Company”), on behalf of itself and , a corporation (together with successors thereto, the “Subsidiary”), and (“Executive”). The Agreement has been amended and restated as of January 1, 2009.
COMPANY’S OBLIGATIONS UPON CERTAIN TERMINATIONS OF EMPLOYMENT. 4.1 Termination During the Post-Change Period or Post-Significant Acquisition Period. If, during the Post-Change Period or Post-Significant Acquisition Period (other than any portion of any of such periods that are also a Post-Disaggregation Period), the Employer terminates Executive’s employment other than for Cause or Disability, or Executive terminates employment for Good Reason, the Company’s sole obligations to Executive under Articles II and IV shall be as set forth in this Section 4.1.
COMPANY’S OBLIGATIONS UPON CERTAIN TERMINATIONS OF EMPLOYMENT. 23 4.1 Termination During the Post-Change Employment Period ..............23 4.2 Termination During a Post-Merger of Equals Period .................26 4.3 Termination During an Imminent Control Change Period (with no Change of Control) .......................................27 4.4 Termination During an Imminent Control Change Period (which Culminates in a Change of Control) .........................28 4.5
COMPANY’S OBLIGATIONS UPON CERTAIN TERMINATIONS OF EMPLOYMENT
