Common use of COMPANY’S OBLIGATIONS UPON CERTAIN TERMINATIONS OF EMPLOYMENT Clause in Contracts

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 29 4.7 TERMINATION BY THE COMPANY FOR CAUSE 29 4.8 TERMINATION BY EXECUTIVE OTHER THAN FOR GOOD REASON 29 4.9 TERMINATION BY THE COMPANY FOR DISABILITY 29 4.10 UPON DEATH 30 4.11 SOLE AND EXCLUSIVE OBLIGATIONS 30 ARTICLE V. CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY 31 5.1 GROSS-UP PAYMENT 31 5.2 LIMITATION ON GROSS-UP PAYMENTS 31 5.3 ADDITIONAL GROSS-UP AMOUNTS 32 5.4 AMOUNT INCREASED OR CONTESTED 32 5.5 REFUNDS 34 ARTICLE VI. EXPENSES, INTEREST AND DISPUTE RESOLUTION 35 6.1 ENFORCEMENT AND LATE PAYMENTS 35 6.2 INTEREST 35 6.3 ARBITRATION 35 ARTICLE VII. NO SET-OFF OR MITIGATION 36 7.1 NO SET-OFF BY COMPANY 36 7.2 NO MITIGATION 36 ARTICLE VIII. RESTRICTIVE COVENANTS 37 8.1 CONFIDENTIAL INFORMATION 37 8.2 NON-COMPETITION 37 8.3 NON-SOLICITATION 38 8.4 INTELLECTUAL PROPERTY 38 8.5 REASONABLENESS OF RESTRICTIVE COVENANTS 39 8.6 RIGHT TO INJUNCTION; SURVIVAL OF UNDERTAKINGS 40 ARTICLE IX. NON-EXCLUSIVITY OF RIGHTS 40 9.1 OTHER RIGHTS 40 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 41 10.5 NON-ALIENATION OF BENEFITS 41 10.6 SEVERABILITY 41 10.7 AMENDMENTS 42 10.8 NOTICES 42 10.9 JOINT AND SEVERAL LIABILITY 42 10.10 COUNTERPARTS 42 10.11 GOVERNING LAW 42 10.12 CAPTIONS 43 10.13 NUMBER AND GENDER 43 10.14 TAX WITHHOLDING 43 10.15 NO WAIVER 43 10.16 ENTIRE AGREEMENT 43 EXELON CORPORATION CHANGE-IN-CONTROL EMPLOYMENT AGREEMENT THIS AGREEMENT dated , 200 (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”).

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 29 30 4.7 TERMINATION BY THE COMPANY FOR CAUSE 29 30 4.8 TERMINATION BY EXECUTIVE OTHER THAN FOR GOOD REASON 29 30 4.9 TERMINATION BY THE COMPANY FOR DISABILITY 29 30 4.10 UPON DEATH 30 31 4.11 SOLE AND EXCLUSIVE OBLIGATIONS 30 31 ARTICLE V. CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY 31 5.1 GROSS-UP PAYMENT 31 5.2 LIMITATION ON GROSS-UP PAYMENTS 31 32 5.3 ADDITIONAL GROSS-UP AMOUNTS 32 5.4 AMOUNT INCREASED OR CONTESTED 32 33 5.5 REFUNDS 34 35 ARTICLE VI. EXPENSES, INTEREST AND DISPUTE RESOLUTION 35 6.1 ENFORCEMENT AND LATE PAYMENTS 35 6.2 INTEREST 35 36 6.3 ARBITRATION 35 36 ARTICLE VII. NO SET-OFF OR MITIGATION 36 37 7.1 NO SET-OFF BY COMPANY 36 37 7.2 NO MITIGATION 36 37 ARTICLE VIII. RESTRICTIVE COVENANTS 37 8.1 CONFIDENTIAL INFORMATION 37 8.2 NON-COMPETITION 37 38 8.3 NON-SOLICITATION 38 8.4 INTELLECTUAL PROPERTY 38 39 8.5 REASONABLENESS OF RESTRICTIVE COVENANTS 39 40 8.6 RIGHT TO INJUNCTION; SURVIVAL OF UNDERTAKINGS 40 ARTICLE IX. NON-EXCLUSIVITY OF RIGHTS 40 41 9.1 OTHER RIGHTS 40 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 41 42 10.5 PAYMENT OF REIMBURSABLE EXPENSES 42 10.6 NON-ALIENATION OF BENEFITS 41 10.6 42 10.7 SEVERABILITY 41 10.7 42 10.8 AMENDMENTS 42 10.8 10.9 NOTICES 42 10.9 10.10 JOINT AND SEVERAL LIABILITY 42 10.10 43 10.11 COUNTERPARTS 42 10.11 43 10.12 GOVERNING LAW 42 10.12 43 10.13 CAPTIONS 43 10.13 10.14 NUMBER AND GENDER 43 10.14 10.15 TAX WITHHOLDING 43 10.15 10.16 SECTION 409A 43 10.17 NO WAIVER 43 10.16 44 10.18 ENTIRE AGREEMENT 43 44 EXELON CORPORATION CHANGE-IN-CONTROL EMPLOYMENT AGREEMENT THIS AGREEMENT AGREEMENT, dated as of January 1, 200 2009 (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 company (together with successors thereto, the “Subsidiary”), and (“Executive”).

COMPANY’S OBLIGATIONS UPON CERTAIN TERMINATIONS OF EMPLOYMENT. 20 19 4.1 TERMINATION DURING THE POST-CHANGE PERIOD OR POST-SIGNIFICANT ACQUISITION PERIOD 20 19 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 29 4.7 TERMINATION BY THE COMPANY FOR CAUSE 29 30 4.8 TERMINATION BY EXECUTIVE OTHER THAN FOR GOOD REASON 29 30 4.9 TERMINATION BY THE COMPANY FOR DISABILITY 29 30 4.10 UPON DEATH 30 4.11 SOLE AND EXCLUSIVE OBLIGATIONS 30 31 ARTICLE V. CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY 31 5.1 NO EXCISE TAX GROSS-UP PAYMENT 31 5.2 LIMITATION ON GROSS-UP PAYMENTS 31 DETERMINATION BY EXECUTIVE 32 5.3 ADDITIONAL GROSS-UP AMOUNTS 32 5.4 AMOUNT INCREASED OR CONTESTED 32 5.5 REFUNDS 34 OPINION OF COUNSEL 33 ARTICLE VI. EXPENSES, INTEREST AND DISPUTE RESOLUTION 35 33 6.1 ENFORCEMENT AND LATE PAYMENTS 35 33 6.2 INTEREST 35 34 6.3 ARBITRATION 35 34 ARTICLE VII. NO SET-OFF OR MITIGATION 36 34 7.1 NO SET-OFF BY COMPANY 36 35 7.2 NO MITIGATION 36 35 ARTICLE VIII. RESTRICTIVE COVENANTS 37 35 8.1 CONFIDENTIAL INFORMATION 37 35 8.2 NON-COMPETITION 37 36 8.3 NON-SOLICITATION 38 36 8.4 INTELLECTUAL PROPERTY 38 37 8.5 REASONABLENESS OF RESTRICTIVE COVENANTS 39 38 8.6 RIGHT TO INJUNCTION; SURVIVAL OF UNDERTAKINGS 40 38 ARTICLE IX. NON-EXCLUSIVITY OF RIGHTS 40 39 9.1 OTHER RIGHTS 40 39 9.2 NO RIGHT TO CONTINUED EMPLOYMENT 41 39 ARTICLE X. MISCELLANEOUS 41 39 10.1 NO ASSIGNABILITY 41 39 10.2 SUCCESSORS 41 39 10.3 AFFILIATES 41 39 10.4 PAYMENTS TO BENEFICIARY 41 40 10.5 “PAYMENT OF REIMBURSABLE EXPENSES\ 40 10.6 NON-ALIENATION OF BENEFITS 41 10.6 40 10.7 SEVERABILITY 41 10.7 40 10.8 AMENDMENTS 42 10.8 40 10.9 NOTICES 42 10.9 40 10.10 JOINT AND SEVERAL LIABILITY 42 10.10 41 10.11 COUNTERPARTS 42 10.11 41 10.12 GOVERNING LAW 42 10.12 41 10.13 CAPTIONS 43 10.13 41 10.14 NUMBER AND GENDER 43 10.14 41 10.15 TAX WITHHOLDING 43 10.15 41 10.16 SECTION 409A 41 10.17 NO WAIVER 43 10.16 42 10.18 ENTIRE AGREEMENT 43 42 EXELON CORPORATION CHANGE-IN-CONTROL EMPLOYMENT AGREEMENT THIS AGREEMENT AGREEMENT, dated as of February 10, 200 2011 (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”).

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 28 4.4 TIMING OF SEVERANCE PAYMENTS 28 29 4.5 WAIVER AND RELEASE 29 30 4.6 BREACH OF COVENANTS 29 30 4.7 TERMINATION BY THE COMPANY FOR CAUSE 29 30 4.8 TERMINATION BY EXECUTIVE OTHER THAN FOR GOOD REASON 29 30 4.9 TERMINATION BY THE COMPANY FOR DISABILITY 29 31 4.10 UPON DEATH 30 31 4.11 SOLE AND EXCLUSIVE OBLIGATIONS 30 32 ARTICLE V. CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY 31 32 5.1 NO EXCISE TAX GROSS-UP PAYMENT 31 32 5.2 LIMITATION ON GROSS-UP PAYMENTS 31 DETERMINATION BY EXECUTIVE 33 5.3 ADDITIONAL GROSS-UP AMOUNTS 32 5.4 AMOUNT INCREASED OR CONTESTED 32 5.5 REFUNDS OPINION OF COUNSEL. “EXECUTIVE COUNSEL OPINION” 34 ARTICLE VI. EXPENSES, INTEREST AND DISPUTE RESOLUTION 35 34 6.1 ENFORCEMENT AND LATE PAYMENTS 35 34 6.2 INTEREST 35 6.3 ARBITRATION 35 ARTICLE VII. NO SET-OFF OR MITIGATION 36 35 7.1 NO SET-OFF BY COMPANY 36 35 7.2 NO MITIGATION 36 ARTICLE VIII. RESTRICTIVE COVENANTS 37 36 8.1 CONFIDENTIAL INFORMATION 37 36 8.2 NON-COMPETITION 37 8.3 NON-SOLICITATION 38 37 8.4 INTELLECTUAL PROPERTY 38 8.5 REASONABLENESS OF RESTRICTIVE COVENANTS 39 8.6 RIGHT TO INJUNCTION; SURVIVAL OF UNDERTAKINGS 40 39 ARTICLE IX. NON-EXCLUSIVITY OF RIGHTS 40 9.1 OTHER RIGHTS 40 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 41 10.5 PAYMENT OF REIMBURSABLE EXPENSES 41 10.6 NON-ALIENATION OF BENEFITS 41 10.6 42 10.7 SEVERABILITY 41 10.7 42 10.8 AMENDMENTS 42 10.8 10.9 NOTICES 42 10.9 10.10 JOINT AND SEVERAL LIABILITY 42 10.10 10.11 COUNTERPARTS 42 10.11 10.12 GOVERNING LAW 42 10.12 10.13 CAPTIONS 43 10.13 10.14 NUMBER AND GENDER 43 10.14 10.15 TAX WITHHOLDING 43 10.15 10.16 SECTION 409A 43 10.17 NO WAIVER 43 10.16 10.18 ENTIRE AGREEMENT 43 EXELON CORPORATION CHANGE-IN-CONTROL EMPLOYMENT AGREEMENT THIS AGREEMENT dated AGREEMENT, 200 entered into as of (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 , 2016.]

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 29 30 4.7 TERMINATION BY THE COMPANY FOR CAUSE 29 30 4.8 TERMINATION BY EXECUTIVE OTHER THAN FOR GOOD REASON 29 30 4.9 TERMINATION BY THE COMPANY FOR DISABILITY 29 30 4.10 UPON DEATH 30 31 4.11 SOLE AND EXCLUSIVE OBLIGATIONS 30 31 ARTICLE V. CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY 31 5.1 GROSS-UP PAYMENT 31 5.2 LIMITATION ON GROSS-UP PAYMENTS 31 32 5.3 ADDITIONAL GROSS-UP AMOUNTS 32 5.4 AMOUNT INCREASED OR CONTESTED 32 33 5.5 REFUNDS 34 35 ARTICLE VI. EXPENSES, INTEREST AND DISPUTE RESOLUTION 35 6.1 ENFORCEMENT AND LATE PAYMENTS 35 6.2 INTEREST 35 36 6.3 ARBITRATION 35 36 ARTICLE VII. NO SET-OFF OR MITIGATION 36 37 7.1 NO SET-OFF BY COMPANY 36 37 7.2 NO MITIGATION 36 37 ARTICLE VIII. RESTRICTIVE COVENANTS 37 8.1 CONFIDENTIAL INFORMATION 37 8.2 NON-COMPETITION 37 38 8.3 NON-SOLICITATION 38 8.4 INTELLECTUAL PROPERTY 38 39 8.5 REASONABLENESS OF RESTRICTIVE COVENANTS 39 40 8.6 RIGHT TO INJUNCTION; SURVIVAL OF UNDERTAKINGS 40 ARTICLE IX. NON-EXCLUSIVITY OF RIGHTS 40 41 9.1 OTHER RIGHTS 40 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 41 42 10.5 PAYMENT OF REIMBURSABLE EXPENSES 42 10.6 NON-ALIENATION OF BENEFITS 41 10.6 42 10.7 SEVERABILITY 41 10.7 42 10.8 AMENDMENTS 42 10.8 10.9 NOTICES 42 10.9 10.10 JOINT AND SEVERAL LIABILITY 42 10.10 43 10.11 COUNTERPARTS 42 10.11 43 10.12 GOVERNING LAW 42 10.12 43 10.13 CAPTIONS 43 10.13 10.14 NUMBER AND GENDER 43 10.14 10.15 TAX WITHHOLDING 43 10.15 10.16 SECTION 409A 43 10.17 NO WAIVER 43 10.16 44 10.18 ENTIRE AGREEMENT 43 44 EXELON CORPORATION CHANGE-IN-CONTROL EMPLOYMENT AGREEMENT THIS AGREEMENT dated AGREEMENT, 200 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. 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 29 4.7 TERMINATION BY THE COMPANY FOR CAUSE 29 4.8 TERMINATION BY EXECUTIVE OTHER THAN FOR GOOD REASON 29 4.9 TERMINATION BY THE COMPANY FOR DISABILITY 29 4.10 UPON DEATH 30 4.11 SOLE AND EXCLUSIVE OBLIGATIONS 30 ARTICLE V. CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY 31 30 5.1 GROSS-UP PAYMENT 31 30 5.2 LIMITATION ON GROSS-UP PAYMENTS 31 5.3 ADDITIONAL GROSS-UP AMOUNTS 32 31 5.4 AMOUNT INCREASED OR CONTESTED 32 5.5 REFUNDS 34 ARTICLE VI. EXPENSES, INTEREST AND DISPUTE RESOLUTION 35 6.1 ENFORCEMENT AND LATE PAYMENTS 35 6.2 INTEREST 35 6.3 ARBITRATION 35 ARTICLE VII. NO SET-OFF OR MITIGATION 36 7.1 NO SET-OFF BY COMPANY 36 7.2 NO MITIGATION 36 ARTICLE VIII. RESTRICTIVE COVENANTS 37 8.1 CONFIDENTIAL INFORMATION 37 8.2 NON-COMPETITION 37 8.3 NON-SOLICITATION 38 8.4 INTELLECTUAL PROPERTY 38 8.5 REASONABLENESS OF RESTRICTIVE COVENANTS 39 8.6 RIGHT TO INJUNCTION; SURVIVAL OF UNDERTAKINGS 40 ARTICLE IX. NON-EXCLUSIVITY OF RIGHTS 40 9.1 OTHER RIGHTS 40 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 41 10.5 NON-ALIENATION OF BENEFITS 41 10.6 SEVERABILITY 41 10.7 AMENDMENTS 42 10.8 NOTICES 42 10.9 JOINT AND SEVERAL LIABILITY 42 10.10 COUNTERPARTS 42 10.11 GOVERNING LAW 42 10.12 CAPTIONS 43 42 10.13 NUMBER AND GENDER 43 42 10.14 TAX WITHHOLDING 43 10.15 NO WAIVER 43 10.16 ENTIRE AGREEMENT 43 EXELON CORPORATION CHANGE-IN-CONTROL EMPLOYMENT AGREEMENT THIS AGREEMENT AGREEMENT, dated as of June 1, 200 2001 (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 Pennsylvania corporation (together with successors thereto, the “Subsidiary”), and _________________ (“Executive”). The Agreement has been amended and restated as of May 1, 2004.