Termination During an Imminent Control Change Period Sample Clauses

Termination During an Imminent Control Change Period. If, during an Imminent Control Change Period, Executive has a Termination of Employment that would entitle Executive to benefits under Section 4 of the Exelon Corporation Senior Management Severance Plan or its successor, then the Company shall, prior to the occurrence of a Change Date, provide Executive any benefits to which Executive may be entitled under Section 4 (i.e., non-change in control) of the Exelon Corporation Senior Management Severance Plan or its successor. If, during an Imminent Control Change Period, the Employer terminates Executive’s employment other than for Disability and other than for Cause, or if Executive terminates employment for Good Reason then subject to the preceding sentence, unless such Termination of Employment occurred during the Post-Significant Acquisition Period, the Company’s sole obligations to Executive under Articles II and IV shall be as set forth in this Section 4.2. The Company’s obligations to Executive under this Section 4.2 shall be reduced by any amounts or benefits paid or provided pursuant to the Exelon Corporation Senior Management Severance Plan (whether under Section 4 thereof or any other provision) or any successor thereto. If Executive’s Termination of Employment occurred during any portion of an Imminent Control Change Period that is also a Post-Significant Acquisition Period, the Company’s obligations to Executive, if any, shall be determined under Section 4.1.

Termination During an Imminent Control Change Period. Restricted Stock. Executive’s unvested Restricted Stock will: (i) not be forfeited during the Imminent Control Change Period; and (ii) not continue to vest during the Imminent Control Change Period. If the Imminent Control Change Period lapses without a Change Date, such unvested Restricted Stock shall thereupon be forfeited. If the Imminent Control Change Period culminates in a Change Date, then immediately prior to the Change Date, Executive’s Restricted Stock shall (except as specifically provided to the contrary in the award) become fully vested.

Termination During an Imminent Control Change Period. Restricted Stock. Executive’s unvested Restricted Stock will: (i) not be forfeited during the Imminent Control Change Period; and (ii) not continue to vest during the Imminent Control Change Period. If the Imminent Control Change Period lapses without a Change Date, such unvested Restricted Stock shall thereupon be forfeited. If the Imminent Control Change Period culminates in a Change Date, then immediately prior to the Change Date, Executive’s Restricted Stock shall (except as specifically provided to the contrary in the award) become fully vested, and within ten business days after the Change Date, the Company shall deliver to Executive all of such shares theretofore held by or on behalf of the Company, which will be subject to the same terms which other stockholders of the Company receive in the transaction.

Termination During an Imminent Control Change Period. Cash Severance Payments. If the Imminent Control Change Period culminates in a Change Date, the Company shall pay (or cause to be paid) to Executive, a lump-sum cash amount, within thirty business days after the later of the Termination Date or the Change Date, equal to the sum of all amounts described in Section 4.1(a)(i) through (v). The amount described in Section 4.1(a)(vi) shall be paid to Executive as described in Section 4.4, provided that amounts that would have been paid prior to the Change Date shall be paid in a lump sum (without interest) within 30 business days after the Change Date.

Termination During an Imminent Control Change Period. Outplacement. To the extent actually incurred by Executive, the Company shall pay or cause to be paid on behalf of Executive, as incurred, all reasonable fees and costs charged by a nationally recognized outplacement firm selected by the Executive for outplacement services provided up to 12 months after the Termination Date. No cash shall be paid in lieu of such fees and costs.

Termination During an Imminent Control Change Period. Vested Stock Options. Executive’s Stock Options, to the extent vested on the Termination Date, (i) will not expire (unless such Stock Options would have expired had Executive remained an employee of the Company) during the Imminent Control Change Period; and (ii) will continue to be exercisable after the Termination Date to the extent provided in the applicable grant agreement or Plan, and thereafter, such Stock Options shall not be exercisable during the Imminent Control Change Period. If the Imminent Control Change Period lapses without a Change Date, then Executive’s Stock Options, to the extent vested on the Termination Date, may be exercised, in whole or in part, during the 30-day period following the lapse of the Imminent Control Change Period, or, if longer, the period during which Executive’s vested Stock Options could otherwise be exercised under the terms of the applicable grant agreement or Plan, (but in no case shall any Stock Options remain exercisable after the date on which such Stock Options would have expired if Executive had remained an employee of the Company). If the Imminent Control Change Period culminates in a Change Date, then effective upon the Change Date, Executive’s Stock Options, to the extent vested on the Termination Date, may be exercised in whole or in part by the Executive at any time until (1) the option expiration date for such Stock Options granted prior to January 1, 2002 or (2) the earlier of the fifth anniversary of the Change Date or the option expiration date for such Stock Options granted on or after January 1, 2002.

Termination During an Imminent Control Change Period. Unvested Stock Options. Executive’s Stock Options that are not vested on the Termination Date (i) will not expire (unless such Stock Options would have expired had Executive remained an employee of the Company) during the Imminent Control Change Period; and (ii) will not continue to vest and will not be exercisable during the Imminent Control Change Period after the expiration of the period for post-termination exercise under the terms of the applicable Stock Option Agreement. If the Imminent Control Change lapses without a Change Date, such unvested Stock Options will thereupon expire. If the Imminent Control Change culminates in a Change Date, then immediately prior to the Change Date, such unvested Stock Options shall become fully vested, and may thereupon be exercised in whole or in part by the Executive at any time until (1) the option expiration date for such Stock Options granted prior to January 1, 2002 or (2) the earlier of the fifth anniversary of the Change Date, or the option expiration date for such Stock Options granted on or after January 1, 2002.

Termination During an Imminent Control Change Period. Performance Shares. Executive's Performance Shares granted under the Exelon Performance Share Program under the LTIP will not be forfeited during the Imminent Control Change Period, and will not continue to vest during the Imminent Control Change Period. If the Imminent Control Change lapses without a Change Date, such Performance Shares shall be governed according to the terms of the Exelon Corporation Key Management Severance Plan. If the Imminent Control Change Period culminates in a Change Date: (1) All Performance Shares granted to the Executive under the Exelon Performance Share Program under the LTIP, which, as of the Termination Date, have been earned by and awarded to the Executive, shall become fully vested at the actual earned level on the Change Date, and (2) All of the Performance Shares granted to the Executive under the Exelon Performance Share Program under the LTIP which, as of the Termination Date, have not been earned by and awarded to the Executive shall become fully vested on the Change Date at the LTIP Target Level.

Termination During an Imminent Control Change Period. Indemnification. The Executive shall be indemnified and held harmless by the Company to the same extent as provided in Section 4.1(g), but only during the Imminent Control Change Period (or greater period provided under the Company’s by-laws) if the Imminent Control Change Period lapses without a Change Date.

Termination During an Imminent Control Change Period. Directors’ and Officers’ Liability Insurance. The Company shall provide the same level of directors’ and officers’ liability insurance for Executive as provided in Section 4.1(h), but only during the Imminent Control Change Period (or greater period provided under the Company’s by-laws) if the Imminent Control Change Period lapses without a Change Date.