Exelon Corporation Watch

from 10-Q 15 pages Exelon Corporation Long-Term Incentive Program (As Amended Effective as of January 1, 2024) 1. Purpose. the Purpose of This Exelon Corporation Long-Term Incentive Program (The “Program”) Is to Set Forth Certain Provisions Which Shall Be Deemed a Part Of, and Govern, Equity Compensation Awards Granted by Exelon Corporation, a Pennsylvania Corporation (The "Company"), to Executives, Key Managers and Other Select Management Employees Pursuant to the Exelon Corporation 2020 Long-Term Incentive Plan, as Amended (The "Plan"). 2. Certain Definitions. Except as Otherwise Set Forth Herein, the Defined Terms Used in This Program Shall Have the Meanings Set Forth Below or in the Plan. (A) “Administrator” Shall Have the Meaning Set Forth in Section 14 Below. (B) “Award” Shall Mean an Award Granted Under This Program. (C) “Award Notice” Shall Mean a Notice of a Participant’s Award, Issued by the Company in Written or Electronic Form, Which Shall Set Forth the Type of the Award, the Number of Shares or Amount of Cash (Or Target Share or Cash Opportunity That, Together With the Program Summary, Sets Forth the Number of Shares or Amount of Cash) of Common Stock Subject to Such Award and Any Other Terms of the Award Not Set Forth in the Plan, This Program or the Program Summary. (D) “Board” Shall Mean the Board of Directors of the Company. (E) “Committee” Shall Mean the Talent Management and Compensation Committee of the Board, or Any Successor Committee Thereto. (F) “Dividend Payment Date” Shall Mean Each Date on Which the Company Pays a Regular Cash Dividend to Record Owners of Shares of Common Stock. (G) “Earned Cash” Shall Be the Dollar Amount of Cash Subject to a Performance Cash Unit Award That Have Been Earned Based on the Achievement of the Performance Goals for the Applicable Performance Cycle). (H) “Earned Shares” Shall Mean Shares of Common Stock (Or Cash Representing Shares, as Applicable) Subject to a Performance Share Unit

from 10-Q 20 pages Exelon Corporation Senior Management Severance Plan

from 10-K 20 pages Exelon Corporation Senior Management Severance Plan

from 10-K 5 pages 2023 Amendment to Certain Plans of Exelon Corporation Whereas, Exelon Corporation (The “Company” or “Exelon”) and Its Subsidiaries Sponsor and Maintain for the Benefit of Certain of Their Employees and Retirees (And Their Dependents) Certain Compensation and Benefit Plans and Program Listed on Appendix a (Each a “Plan” And, Collectively, the “Plans”); Whereas, on July 25, 2023, the Board of Directors of Exelon Approved the Exelon Corporation Financial Restatement Compensation Recoupment Policy (The “Mandatory Clawback Policy”), in Accordance With the Requirements of Section 10d of the U.S. Securities Exchange Act of 1934, as Amended, and Section 5608 of the NASDAQ Listing Rules; Whereas, Pursuant to the Mandatory Clawback Policy, in the Event of a Financial Restatement (As Defined in the Mandatory Clawback Policy), the Company Shall Promptly Recover Certain Incentive-Based Compensation and Earnings Accrued Thereon From Executive Officers (As Defined in the Mandatory Clawback Policy); Whereas, Incentive-Based Compensation May Include Amounts Provided as Compensation or Benefits Under the Plans; Whereas, to Reflect the Requirements of the Mandatory Clawback Policy, the Company Desires to Amend the Plans to Provide That Compensation and Benefits Thereunder Are Subject to the Mandatory Clawback Policy; Whereas, the Company, Through Action of Its Chief Human Resources Officer or Other Designated Officer, Is Authorized to Amend the Plans in These Respects; and Whereas the Exelon Corporation Long-Term Incentive Plan and Key Management Severance Plan Already Provide for the Clawback of Compensation of Benefits Awarded Thereunder. Now, Therefore, Be It Resolved, That the Plans Set Forth in Appendix a Hereto Are Each Hereby Amended Effective as of December 1, 2023 to Provide That, Notwithstanding Any Provision of Any Plan to the Contrary, Compensation and Benefits Paid Or

from 8-K 35 pages Employee Matters Agreement

from 8-K 30 pages Tax Matters Agreement

from 8-K 27 pages Transition Services Agreement by and Between Exelon Corporation and Constellation Energy Corporation Dated as of January 31, 2022

from 10-Q 11 pages Settlement Agreement, Dated August 6, 2021, Between Generation and Edf Inc.

from 10-Q 2 pages Amendment Number One to the Exelon Corporation Senior Management Severance Plan (As Amended and Restated) Whereas, Exelon Corporation (The “Company”) Maintains the Exelon Corporation Senior Management Severance Plan, as Amended and Restated Effective January 1, 2020 (The “Plan”); Whereas, the Company Desires to Amend the Plan to Clarify One if Its Definitions. Now, Therefore, the Plan Is Amended, Effective With Respect to Terminations of Employment Occurring on or After June 1, 2021, as Follows: Section 7.23 of the Plan Is Amended to Delete the Word “Reports” and Substitute in Its Place the Words “Reported for the Two Continuous Year Period Ending on the Termination Date”. in Witness Whereof, the Company Has Caused This Amendment to Be Executed This __Day of June 2021. Exelon Corporation By: Senior Vice President & Chief Human Resources Officer

from 8-K 150 pages Amendment No.2 to Receivables Purchase Agreement

from 10-K 2 pages June 4, 2020 William A. Von Hoene, Jr. 6901 S Constance Ave Chicago, Il 60649 Re: Letter of Understanding June 4, 2020 Page 2 /S/Amy E. Best Amy E. Best Senior Vice President & Chief Human Resources Officer Agreed and Accepted: /S/ William A. Von Hoene, Jr. CC: Chris Crane

from 10-Q 10 pages Exelon Corporation 2020 Long-Term Incentive Plan Performance Share Award Notice

from 10-Q 7 pages Exelon Corporation 2020 Long-Term Incentive Plan Restricted Stock Unit Award Notice

from 10-Q 14 pages Prospectus Exelon Corporation 2020 Long-Term Incentive Plan 28,969,645 Shares of Common Stock, No Par Value

from 10-Q 5 pages Exelon Corporation Non-Employee Directors’ Deferred Stock Unit Program Agreement Effective April 28, 2020

from 8-K 41 pages Deferred Prosecution Agreement

from 8-K 133 pages Receivables Purchase Agreement Dated as of April 8, 2020 Among Newenergy Receivables LLC, as Seller, Constellation Newenergy, Inc., as Servicer, the Conduits Party Hereto, the Financial Institutions Party Hereto, the Purchaser Agents Party Hereto, the Co-Arrangers Party Hereto and Mufg Bank, Ltd., as Agent

from 10-K 19 pages Exelon Corporation Long-Term Incentive Program

from 10-K 7 pages Separation Agreement This Separation Agreement (This “Agreement”) Is Entered Into as of , 20 Between Exelon Corporation (“Exelon”), (“Subsidiary”, And, Collectively With Exelon, the “Company”) and (The “Executive”)

from 10-K 19 pages Exelon Corporation Senior Management Severance Plan