Exhibit 10-46
Exelon
Corporation
10 South Dearborn Street
– 37 th
Floor
Chicago, Illinois
60603
November 1, 2004
Mr. Oliver D.
Kingsley, Jr.
252 Highland View
Drive
Birmingham,
Alabama 35242
Dear
Oliver:
I am writing to
confirm our agreement regarding the disposition of the shares of
Exelon Corporation (“ Exelon ”) common stock
that you currently own, any shares of Exelon common stock that you
may receive from us pursuant to any performance share or other
incentive awards, and any shares of Exelon common stock that you
may acquire upon the exercise of your options to purchase such
shares of common stock.
Share
Repurchase. We have agreed to repurchase
shares (including shares deliverable upon the exercise of options)
held by you as follows:
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172,765 shares on November 17,
2004 and
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187,235 shares on February 9,
2005.
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We have agreed to make those
repurchases at a purchase price per share (the “ Purchase
Price ”) equal to the weighted-average of the closing
prices of Exelon common stock as reported on the New York Stock
Exchange composite transactions tape for each of the ten trading
days ending immediately before the second business day preceding
the scheduled repurchase date. You will receive the Purchase Price,
in the case of shares that you hold that we repurchase, and will
receive the difference between the Purchase Price and the option
exercise price per share, in the case of shares that you would hold
if you exercised any unexercised vested options that you elect to
include in such repurchase. You have agreed to notify us at least
three business days in advance of a scheduled repurchase date if
you wish to include in that repurchase any shares issuable upon the
exercise of any unexercised vested options that you hold. The
aggregate amount we remit to you in connection with any repurchase
(i) will be reduced for any federal income or other taxes that we
are required to withhold in connection with that repurchase and any
stock option exercise fees and (ii) will be wire transferred to
such bank account as you shall direct in a written notice delivered
to us at least three business days in advance of the scheduled
repurchase date. You will deliver to us any documentation required
to effect or confirm the transfer of the repurchased shares to us,
including, in the case of any unexercised stock option, any
required notice of exercise.
Other
Permitted Sales . You have agreed not to
transfer beneficial ownership of any shares of Exelon common stock
that you currently own, any shares of Exelon common stock that you
may receive from us pursuant to any performance share or other
incentive awards, and any shares of Exelon common stock that you
may acquire upon the exercise of your options to purchase such
shares (including any shares retained or liquidated to pay the
exercise price
