Exhibit 10.19.1
AMENDMENT TO THE
PEPCO HOLDINGS, INC.
AMENDED AND RESTATED ANNUAL
EXECUTIVE INCENTIVE COMPENSATION PLAN
This Amendment (this “Amendment”) to the Pepco Holdings, Inc. Amended and Restated Annual Executive Incentive Compensation Plan (the “Plan”) is made by PEPCO HOLDINGS, INC., a Delaware corporation (the “Company”), effective as of the closing of the merger with Exelon Corporation (the “Amendment Effective Date”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Plan.
WHEREAS, the Plan was originally established by the Company and approved by the stockholders of the Company effective as of May 18, 2012; and
WHEREAS, Section 21 of the Plan provides that the Board may amend the Plan at any time, subject to certain exceptions; and
WHEREAS,the Company has entered into an Amended and Restated Agreement and Plan of Merger, dated July 18, 2014 (the “Merger Agreement”), by and among the Company, Exelon Corporation, a Pennsylvania corporation (“Exelon”), and Purple Acquisition Corp., a Delaware corporation and an indirect, wholly owned subsidiary of Exelon (“Merger Sub”), providing for the merger of Merger Sub with and into the Company, (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Exelon, which was approved by the stockholders of the Company at a special meeting held on September 23, 2014; and
WHEREAS,Section 6.9(d) of the Merger Agreement sets forth provisions regarding the settlement of award opportunities under the Plan that are outstanding as of the effective time of the Merger (collectively, the “Outstanding Award Opportunities”); and
WHEREAS, the Compensation/Human Resources Committee of the Board has recommended, and the Board has determined, that it is in the best interests of the Company to amend the Plan to give effect to the provisions of Section 6.9(d) of the Merger Agreement.
NOW, THEREFORE, BE IT RESOLVED, that, pursuant to Section 21 of the Plan, the provisions of the Plan and each Outstanding Award Opportunity are hereby deemed amended to the extent required to permit each such Outstanding Award Opportunity to be determined and paid in accordance with the terms set forth in Section 6.9(d) of the Merger Agreement; and be it
FURTHER RESOLVED,that effective as of the Amendment Effective Date, each reference in the Plan to “this Plan”, “hereunder”, “hereof” or words of like import referring to the Plan, shall mean and be a reference to the Plan, as amended by this Second Amendment.
IN WITNESS THEREOF, the Company has caused this Amendment to be signed this 26th day of February, 2015.
| ATTEST: | Pepco Holdings, Inc. | |||||||
| By: | /s/ JANE K. STORERO | By: | /s/ JOSEPH M. RIGBY | |||||
| Jane K. Storero | Joseph M. Rigby | |||||||
| Secretary | Chairman of the Board, President and Chief Executive Officer | |||||||
-2-