EXHIBIT 10-22
EXELON CORPORATION
STOCK DEFERRAL PLAN
EXELON CORPORATION
STOCK DEFERRAL PLAN
ARTICLE I
Amendment and Restatement; Purpose
Amendment and Restatement; Purpose. The Exelon Corporation Stock Deferral
Plan (the "Plan") was established as the Unicom Corporation Stock Bonus Deferral
Plan, and was amended and restated, effective September 30, 1998, and
subsequently amended by the First Amendment thereto, also effective September
30, 1998. Effective as of October 20, 2000, sponsorship of the Plan was
transferred to Exelon Corporation and, pursuant to the Second Amendment, the
Plan was renamed the Exelon Corporation Stock Deferral Plan and amended to
reflect the merger of Unicom Corporation with and into Exelon Corporation. The
Plan is hereby amended and restated, generally effective January 1, 2001, except
as specifically otherwise provided herein. The rights and benefits of any
Participant (as defined below) whose employment terminated prior to January 1,
2001 shall be determined under the terms of the Plan as in effect on the date of
such termination of employment.
Exelon Corporation (the "Company") maintains the Plan in order to provide
to certain key employees of the Company and participating affiliates
(collectively, the "Employers") the opportunity to defer the receipt of all or
any portion of any incentive or other awards payable in common stock of the
Company ("Exelon Stock") granted under the Exelon Corporation Long Term
Incentive Plan (the "LTIP"), or of any similar award payable under any other
incentive program sponsored by an Employer (collectively, "Awards").
In addition, the Employers have entered into certain agreements with key
employees (collectively, the "Agreements") which provide for a certain level of
incentive award or provide for payment of amounts that would have been payable
in Exelon Stock as long term incentive awards under the LTIP had the employee
been employed by the Employer for the full period with respect to which the
award is payable ("Award Equivalents"). The Plan is also maintained to provide
to such employees an opportunity to defer the receipt of any such guaranteed
incentive award, or of all or any portion of such Award Equivalents, or both, as
applicable.
ARTICLE II
Eligibility and Participation
2.1 Eligibility and Participation. Each individual who was a Participant in the
Plan on the day before the effective date of this amendment and restatement
shall continue to be a Participant hereunder. Each other employee of an Employer
who, on the applicable election date described in Section 3.1, is described
below, upon making a deferral election in accordance with the provisions of
Article III shall become a participant ("Participant") in this Plan on the
effective date of such election:
(a) an officer of the Company or any affiliate or subsidiary thereof;
(b) an employee in salary band VI or above (considered to be Key
Management) under the Company's compensation system or at the
equivalent payroll level under another Employer's compensation
system; or
(c) any employee not described in paragraphs (a) or (b) above who, prior
to October 20, 2000 was considered to be a Key Management or "Group"
level employee of an Employer.
2.2 Termination of Participation. Each Participant shall remain a Participant
until such individual is no longer entitled to benefits hereunder; provided,
however, that a Participant (i) who is receiving benefits under a severance plan
or arrangement sponsored by the Company or an affiliate, (ii) who is, as of any
applicable election date, no longer described in paragraphs (a) or (b) of
Section 2.1, or (iii) who has had a termination of employment or retired but has
not yet received a distribution of his Plan accounts shall not be entitled to
make any further deferral elections under the Plan.
ARTICLE III
Deferral Elections
3.1 Deferral Elections.
(a) Deferral Elections.
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(i) On or before the election due date set forth below, while this
Plan is in effect, each Participant (other than a Participant
described in Section 2.1(c)) may elect to defer the receipt of
all or a portion of any Award or Award Equivalent to which he
may become entitled under the LTIP, any other incentive plan
sponsored by an Employer or under the terms of an Agreement,
as applicable;
(ii) An election made prior to October 1, 2000 to defer receipt of
any Award made to Participant under the PECO Energy Company
Performance Share Program as in effect prior to October 1,
2000 shall be deemed to be a deferral election under this
Section 3.1(a), and except as otherwise specifically provided
herein, the terms and conditions of the Plan shall apply to
such deferral elections.
(b) Election Due Dates. The election due date shall be on such date as the
Plan Administrator or its delegate shall specify, but no later than
December 1 of the calendar year preceding the date an Award or Award
Equivalent becomes payable; provided, however that for an individual who
first becomes an eligible employee after an applicable election due date,
the election shall be due within 30 days after the date on which such
individual is notified of his or her eligibility, but not later than
December 31 of the calendar year preceding the year in which the Award or
Award Equivalent becomes payable.
(c) Effect of Elections. An election made pursuant to paragraph (b) hereof
shall provide that the Award or Award Equivalent subject to such election
shall not be paid to the Participant at the time provided under the terms
of the program under which the Award was granted or Agreement, as
applicable, but shall instead be paid to the Participant in accordance
with the Participant's Distribution Election Form (as defined in Section
5.1).
ARTICLE IV
Accounts
Deferred Stock Accounts. Exelon Corporation shall establish on its books
an account (a "Deferred Stock Account") on behalf of each Participant who has
made a deferral election pursuant to Section 3.1(a). Each Deferred Stock Account
shall be credited with the amount deferred pursuant to Section 3.1(a), plus an
amount (the "dividend equivalents") equal to the dividends declared from
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time to time on the number of shares of Exelon Stock credited to such account,
determined in accordance with the following sentence. Dividends shall be
credited to each Participant's Deferred Stock Account as a number of additional
shares of Exelon Stock determined by dividing the aggregate amount of such
dividend equivalents by the purchase price used under the Exelon Corporation
Dividend Reinvestment and Stock Purchase Plan related to each such dividend;
provided, however, that with respect to any dividend payable after October 20,
2000 and prior to January 1, 2001, the purchase price shall be the closing price
on the date the dividend was paid. Deferred Stock Accounts shall be for
bookkeeping purposes only, and neither Exelon Corporation nor any Employer shall
be obligated to set aside or segregate any actual shares of Exelon Stock or any
other assets in respect of such accounts.
ARTICLE V
Time and Manner of Payment
5.1 Distributions. Except as provided below, each Participant shall be entitled
to elect, on such form (a "Distribution Election Form") and in such manner as
may be provided by the Plan Administrator, payment of his or her Deferred Stock
Account in one of the payment forms specified in subparagraph (a). A
Participant's Distribution Election Form shall become irrevocable on December 1
of the year preceding such Participant's termination of employment for any
reason, including death or retirement. Notwithstanding the preceding, amounts
credited to a Deferred Stock Account pursuant to an election described in
Section 3.1(a)(ii) shall be distributed in such form and over such time period
as the Participant shall have designated at the time the deferral election was
made, and such distribution election shall have become irrevocable as of such
date.
(a) Payment Forms. A Participant may elect payment of such Participant's
Deferred Stock Account in (i) a lump sum, or (ii) a series of annual
installments; provided, however, that in the case of a Participant's
death, termination of employment or commencement of a leave of absence on
account of total and permanent disability (as defined under such long term
disability plan as may be provided by the Participant's Employer),
installment payments shall be made over a period of not more than three
(3) years, and in the case of a Participant's termination of employment on
account of retirement under any pension plan maintained by such
Participant's Employer, installment payments shall be made over a period
of not more than 15 years.
(b) Default Payments. The Deferred Stock Account of any Participant who
fails to complete a Distribution Election Form shall be distributed in a
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lump sum as soon as practicable following the date of the Participant's
death, retirement or termination of employment, or commencement of a leave
of absence on account of total and permanent disability.
(c) Time of Payment. Notwithstanding the preceding, distribution of any
balance in a class year subaccount established prior to December 31, 2000
shall be made as soon as practicable after the last day of the deferral
period specified in the Participant's election made prior to December 31,
1999. Subject to the following sentence, payment of any Deferred Stock
Account in a lump sum shall be made as soon as practicable following the
date of the Participant's termination of employment for any reason, and
annual installments shall be paid on or about April 1 of the year with
respect to which they are made. The net shares of Exelon Stock (including
any fractional share) determined by reference to the closing price per
share of Exelon Stock, as reported on the New York Stock Exchange on the
business day immediately preceding the date of distribution and reduced by
any amount required by law to be deducted or withheld (or to the extent
determined by the Plan Administrator, in its discretion, after
consultation with its advisers), including income tax withholding, shall
be credited to an account established on behalf of the Participant at
First Chicago Trust Company or such other institution as the Plan
Administrator shall designate.
5.2 Beneficiaries. If a Participant shall die while any shares of Exelon Stock
remain credited to the Deferred Stock Account established on his or her behalf
under Article IV, such amount shall be distributed as provided in Section 5.1 to
the beneficiary or beneficiaries as the Participant may, from time to time,
designate in writing delivered to the Plan Administrator (as defined in Section
7.1 below). A Participant may revoke or change his or her beneficiary
designation at any time in writing delivered to the Plan Administrator. If a
Participant does not designate a beneficiary under this Plan, or if no
designated beneficiary survives the Participant, the Participant's estate shall
be deemed to be the Participant's beneficiary hereunder.
ARTICLE VI
Application of ERISA, Funding
6.1 Application of ERISA. The Plan is intended to constitute an unfunded
plan maintained primarily for the purpose of providing deferred compensation to
a select group of management or highly compensated employees within the meaning
of sections 201(2), 301(a)(3) and 401 (a)(1) of ERISA and Department of Labor
Regulation ss. 2520.104-23.
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6.2 Funding. The Plan shall not be a funded plan, and neither the Company
nor any of the Employers shall be under any obligation to set aside any funds
for the purpose of making payments under this Plan. Any payments hereunder shall
be made out of the general assets of the Company and the Employers, and no
Participant or beneficiary shall have any right to any specific assets.
6.3 Trust. The Company shall establish a trust for the purpose of
administering assets of the Company and the Employers to be used for the purpose
of satisfying their obligations under the Plan. Any such trust shall be
established in such manner so as to be a "grantor trust" of which the Company is
the grantor, within the meaning of section 671 et. seq. of the Code. The
existence of any such trust shall not relieve the Company or any Employer of
their liabilities under the Plan, but the obligation of the Company and the
Employers under the Plan shall be deemed satisfied to the extent paid from the
trust.
ARTICLE VII
Administration
7.1 Administration. The Plan shall be administered by the Vice President
Compensation of the Company (the "Plan Administrator"). The Plan Administrator
shall determine the rights of any employee or former employee of an Employer to
benefits hereunder. The Plan Administrator has the sole and absolute power and
authority to interpret and apply the provisions of this Plan to a particular
circumstance, make all factual and legal determinations, construe uncertain or
disputed terms (including, without limitation, any eligibility provisions) and
make eligibility and benefit determinations in such manner and to such extent as
the Plan Administrator in his or her sole discretion may determine. Benefits
under the Plan will be paid only if the Plan Administrator decides, in his or
her discretion, that a Participant (or his or her beneficiary) is entitled to
them.
The Plan Administrator shall promulgate any rules and regulations necessary to
carry out the purposes of the Plan or to interpret the terms and conditions of
the Plan; provided, however, that no rule, regulation or interpretation shall be
contrary to the provisions of the Plan. The rules, regulations and
interpretations made by the Plan Administrator shall be applied on a uniform
basis and shall be final and binding on any employee or former employee of the
Employers or any successor in interest of any of them. The Plan Administrator
may delegate any of its responsibilities or duties hereunder.
7.2 Claims Procedure. In accordance with the regulations of the U.S.
Department of Labor, the Company shall (i) provide adequate notice in writing to
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any Participant or beneficiary whose claim for benefits is denied, setting forth
the specific reasons for such denial and written in a manner calculated to be
understood by such Participant or beneficiary and (ii) afford a reasonable
opportunity to any Participant or beneficiary whose claim for benefits has been
denied for a full and fair review by the Plan Administrator of the decision
denying the claim.
7.3 Expenses. All costs and expenses incurred in administering the Plan,
including the expenses of the Plan Administrator, the fees of counsel and any
agents of the Plan Administrator and other administrative expenses shall be paid
by the Company and the Employers. The Plan Administrator, in its sole
discretion, having regard to the nature of a particular expense, shall determine
the portion of such expense which is to be borne by the Company or a particular
Employer.
7.4 Indemnification. Neither the Plan Administrator nor any officer or
employee of the Company shall be liable to any person for any action taken or
omitted in connection with the interpretation and administration of the Plan
unless attributable to his or her own willful misconduct or bad faith, and the
Company shall indemnify and hold harmless such Plan Administrator, officers and
employees from and against all claims, losses, damages, causes of action and
expenses, including reasonable attorney fees and court costs, incurred in
connection with such interpretation and administration of the Plan.
ARTICLE VIII
Amendment and Termination
The Company intends to maintain the Plan indefinitely. However, the Plan,
or any provision thereof, may be amended, modified or terminated at any time by
action of its Senior Vice President and Chief Human Resources Officer or such
other senior officer to whom the Company has delegated amendment authority
(without regard to any limitations imposed on such powers by the Code or ERISA),
except that no such amendment or termination shall reduce or cancel the amount
credited to the accounts of any Participant hereunder immediately prior to the
date of such amendment or termination. Upon the termination of the Plan, all
account balances hereunder shall be promptly paid to Participants or their
beneficiaries.
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ARTICLE IX
Miscellaneous
9.1 FICA Taxes. Notwithstanding Section 3.1, the amount deferred for any
calendar year pursuant to an election made thereunder shall be reduced by an
amount which, after the payment of applicable federal and state income taxes and
the tax imposed under Section 3121 of the Code in respect of amounts deferred,
is equal to the amount of the tax imposed under Section 3121 of the Code on the
amount otherwise subject to deferral (determined without regard to this Section
9.1) pursuant to Section 3.1 for such calendar year.
9.2 Nonassignment of Benefits. It shall be a condition of the payment of
benefits under this Plan that neither such benefits nor any portion thereof
shall be assigned, alienated or transferred to any person voluntarily or by
operation of any law, including any assignment, division or awarding of property
under state domestic relations law (including community property law). Any such
attempted or purported assignment, alienation or transfer shall be void.
9.3 No Guarantee of Employment. Nothing contained in this Plan shall be
construed as a contract of employment between any Employer and any employee or
as conferring a right on any employee to be continued in the employment of any
Employer, or as a limitation of the right of an Employer to discharge any of its
employees, with or without cause.
9.4. Adoption/Withdrawal by Subsidiaries. Any participating affiliate may,
with the consent of the Company, adopt the Plan for the benefit of its employees
who are Eligible Employees by delivery to the Company of a resolution of its
board of directors or duly authorized committee to such effect, which resolution
shall specify the date for which this Plan shall be effective with respect to
the employees of such participating affiliate who are Eligible Employees. A
participating affiliate may terminate its participation in the Plan at any time
by giving written notice to the Company and the Plan Administrator. Upon such a
withdrawal, the Plan Administrator may, in its discretion, (i) distribute the
account balances of each Participant attributable to such participating
affiliate at such time and in such manner as the Plan Administrator shall
determined, but not later than such payments would have been made had such
participating affiliate not withdrawn from the Plan or (ii) transfer the
benefits of such Participants under this Plan with respect to such participating
affiliate directly to such participating affiliate at which time the remaining
Employers shall have no further responsibility in respect of such amounts.
9.5 Gender and Number. Except when the context indicates to the contrary,
when used herein, masculine terms shall be deemed to include the feminine and
singular the plural.
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9.6 Headings. The headings of Articles and Sections are included solely
for convenience of reference, and if there is any conflict between such headings
and the text of the Plan, the text shall control.
9.7 Invalidity. If any provision of this Plan shall be held invalid or
unenforceable, such invalidity or unenforceability shall not affect any other
provisions hereof, and the Plan shall be enforced and construed as if such
provisions, to the extent invalid or unenforceable, had not been included.
9.8 Successors and Assigns. The provisions of the Plan shall bind and
inure to the benefit of the Company and each Employer and their successors and
assigns, as well as each Participant and his successors.
9.9 Law Governing. Except as provided by any federal law, the provisions
of the Plan shall be construed in accordance with and governed by the laws of
the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, Exelon Corporation has caused this Plan to be executed
effective as of January 1st, 2001.
EXELON CORPORATION
By:_______________________
S. Gary Snodgrass
Senior Vice President &
Chief Human Resources Officer
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