EXHIBIT 10-6-1
EXELON CORPORATION
RESTRICTED STOCK AWARD AGREEMENT [______-__]
Exelon Corporation, a Pennsylvania corporation (the "Company"), hereby grants
[NAME], (the "Holder") as of [DATE], (the "Grant Date"), pursuant to the
provisions of the Exelon Corporation Long-Term Incentive Plan, as amended and
restated effective January 28, 2002 (the "Plan"), a restricted stock award (the
"Award") of [WRITTEN NUMBER] ([NUMERICAL NUMBER]) restricted shares of the
Company's common stock, without par value ("Common Stock"), upon and subject to
the terms and conditions set forth below. Capitalized terms not defined herein
shall have the meanings specified in the Plan.
1. Award Subject to Acceptance of Agreement.
The Award shall be subject to all the terms of this Agreement and the Plan.
2. Rights as a Stockholder.
The Holder shall have the right to vote the shares of Common Stock subject to
the Award and to receive dividends and other distributions thereon unless and
until such shares are forfeited pursuant to Section 3.2 hereof; provided,
however, that a dividend or distribution with respect to shares (including,
without limitation, a stock dividend or stock split), other than a regular cash
dividend, shall be delivered to the Company (and the Holder shall, if requested
by the Company, execute and return one or more irrevocable stock powers related
thereto) and shall be subject to the same restrictions as the shares of Common
Stock with respect to which such dividend or distribution was made.
3. Restriction Period -- Vesting Dates and Vesting.
3.1 Vesting Dates.
Subject to Section 3.2 below, all of the shares of Common Stock subject to
the Award shall vest and the restrictions thereon shall lapse on the
[FIFTH] anniversary of the Grant Date.
3.2 Forfeiture/Accelerated Vesting of Non-Vested Shares.
(a) If Holder terminates his or her employment with the Company or any
successor thereto for any reason prior to the [FIFTH] anniversary of
the Grant Date, all non-vested shares of Common Stock subject to the
Award will be forfeited.
(b) If Holder's employment with the Company or any successor thereto
terminates prior to the [FIFTH] anniversary of the Grant Date on
account of Holder's death or disability, the Award will become fully
vested as of the date of such termination of employment.
(c) If the Company or any successor thereto terminates Holder's
employment prior to the [FIFTH] anniversary of the Grant date for
any reason other than Cause or poor performance as determined by the
Company in accordance with applicable personnel policy, the Award
will become fully vested as of the date of such termination of
employment.
4. Termination of Award.
In the event that the Holder shall forfeit any shares of Common Stock subject to
the Award pursuant to Section 3.2, this Award shall immediately terminate. The
Holder shall, upon the Company's request,
promptly return this Agreement to the Company for cancellation. Such
cancellation shall, however, be effective regardless of whether the Holder
returns this Agreement.
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5. Additional Terms and Conditions of Award.
5.1. Nontransferability of Award.
This Award may not 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 or encumber,
or otherwise dispose of this Award or any shares of Common Stock subject
hereto that have not vested and been issued pursuant to Section 5.5, this
Award and any obligation of the Company with respect to the shares subject
hereto shall immediately become null and void.
5.2. Withholding Taxes.
(a) As a condition precedent to the delivery to the Holder of any
shares of Common Stock subject to the Award, the Holder shall, upon
request by the Company, pay to the Company (or shall cause a
broker-dealer on behalf of the Holder to pay to the Company) such
amount of cash as the Company may be required, under all applicable
federal, state, local or other laws or regulations, to withhold and
pay over as income or other withholding taxes (the "Required Tax
Payments") with respect to the Award. If the Holder shall fail to
advance the Required Tax Payments after request by the Company, the
Company may, in its discretion, deduct any Required Tax Payments
from any amount then or thereafter payable by the Company to the
Holder.
(b) The Holder may elect to satisfy his or her obligation to advance
the Required Tax Payments by any of the following means: (1) a cash
payment to the Company pursuant to Section 5.2(a), (2) delivery to
the Company of previously owned whole shares of Common Stock (which
the Holder has held for at least six months prior to the delivery of
such shares or which the Holder purchased on the open market and for
which the Holder has good title, free and clear of all liens and
encumbrances) having a Fair Market Value, determined as of the date
the obligation to withhold or pay taxes first arises in connection
with the Award (the "Tax Date"), equal to the Required Tax Payments,
(3) authorizing the Company to withhold from the shares of Common
Stock otherwise to be delivered to the Holder pursuant to the Award
a number of whole shares of Common Stock having a Fair Market Value,
determined as of the Tax Date, equal to the Required Tax Payments,
(4) a cash payment by a broker-dealer acceptable to the Company
through whom the Holder has sold the shares with respect to which
the Required Tax Payments have arisen or (5) any combination of (1),
(2) and (3). The Committee shall have sole discretion to disapprove
of an election pursuant to any of clauses (2)-(5). Shares of Common
Stock to be delivered or withheld may not have a Fair Market Value
in excess of the minimum amount of the Required Tax Payments. 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. No certificate
representing a share of Common Stock shall be delivered until the
Required Tax Payments have been satisfied in full.
5.3. Adjustment.
In the event of 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, the number and class of securities subject to the Award shall be
adjusted as determined by the Committee. .The decision of the Committee
regarding any such adjustment shall be final, binding and conclusive.
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5.4. Compliance with Applicable Law.
The Award is subject to the condition that if the listing, registration or
qualification of the shares subject to the 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 vesting or delivery of shares
hereunder, the shares of Common Stock subject to the Award shall not vest
or be delivered, in whole or in part, unless such listing, registration,
qualification, consent or approval shall have been effected or obtained,
free of any conditions not acceptable to the Company. The Company agrees
to use reasonable efforts to effect or obtain any such listing,
registration, qualification, consent or approval.
5.5. Delivery of Certificates.
Subject to Section 5.2, as soon as practicable after the shares of Common
Stock subject to the Award until such Award shall have become vested
pursuant to Section 3.2 hereof. Subject to Section 5.2, as soon as
practicable after the shares of Common Stock subject to the Award become
vested, , the Company shall deliver or cause to be delivered one or more
certificates (or book entries) issued in the Holder's name representing
the number of vested shares and destroy the stock power or powers relating
to the vested shares. The Company shall pay all original issue or transfer
taxes and all fees and expenses incident to such delivery, except as
otherwise provided in Section 5.2.
5.6. Award Confers No Rights to Continued Employment.
In no event shall the granting of the Award or its acceptance by the
Holder give or be deemed to give the Holder any right to continued
employment by the Company or any affiliate of the Company.
5.7. Decisions of Committee.
The Committee shall have the right to resolve all questions which may
arise in connection with the Award. Any interpretation, determination or
other action made or taken by the Committee regarding the Plan or this
Agreement shall be final, binding and conclusive.
5.8. Investment Representation.
The Holder hereby represents and covenants that (a) any share of Common
Stock acquired upon the vesting of the Award will be acquired for
investment and not with a view to the distribution thereof within the
meaning of the Securities Act of 1933, as amended (the "Securities Act"),
unless such acquisition has been registered under the Securities Act and
any applicable state securities law; (b) any subsequent sale of any such
shares shall be made either pursuant to an effective registration
statement under the Securities Act and any applicable state securities
laws, or pursuant to an exemption from registration under the Securities
Act and such state securities laws; and (c) if requested by the Company,
the Holder shall submit a written statement, in form satisfactory to the
Company, to the effect that such representation (x) is true and correct as
of the date of acquisition of any shares hereunder or (y) is true and
correct as of the date of any sale of any such shares, as applicable.
5.9. Agreement Subject to the Plan.
This Agreement is subject to the provisions of the Plan and shall be
interpreted in accordance therewith.
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6. Miscellaneous Provisions.
6.1. Meaning of Certain Terms.
As used herein, the following terms shall have the respective meanings set
forth below:
"Fair Market Value" means the closing transaction price of a share of
Common Stock, as reported on the New York Stock Exchange Composite
Transactions on the date in question or, if there shall be no reported
transaction for such date, on the next preceding date for which a
transaction was reported.
As used herein, "employment by the Company" shall include employment by
any successor to the Company or by a corporation which is a "subsidiary
corporation" of the Company, as such term is defined in section 424 of the
Code. References in this Agreement to sections of the Code shall be deemed
to refer to any successor section of the Code or any successor internal
revenue law.
6.2. Successors.
This Agreement shall be binding upon and inure to the benefit of any
successor or successors of the Company and any person or persons who
shall, upon the death of the Holder, acquire any rights hereunder in
accordance with this Agreement or the Plan.
6.3. Notices.
All notices, requests or other communications provided for in this
Agreement shall be made, if to the Company, to Exelon Corporation, 10
South Dearborn Street -- 37th Floor, Chicago, Illinois 60603, Attention:
Corporate Secretary, and if to the Holder, at his or her then current work
location. All notices, requests or other communications provided for in
this Agreement shall be made in writing (a) by personal delivery to the
party entitled thereto, (b) by facsimile transmission with confirmation of
receipt, (c) by mailing in the United States mails to the last known
address of the party entitled thereto or (d) by express courier service.
The notice, request or other communication shall be deemed to be received
upon personal delivery, upon confirmation of receipt of facsimile
transmission, or upon receipt by the party entitled thereto if by United
States mail or express courier service; provided, however, that if a
notice, request or other communication is not received during regular
business hours, it shall be deemed to be received on the next succeeding
business day of the Company.
6.4. Governing Law.
This Agreement, the Award and all determinations made and actions taken
pursuant hereto and thereto, to the extent not otherwise governed by 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 conflicts of laws principles.
EXELON CORPORATION
By:______________________________
Katherine Combs
Secretary
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