Exhibit 10(d)
CONSTELLATION ENERGY GROUP, INC.
NONQUALIFIED DEFERRED COMPENSATION PLAN (PLAN)
1. Objective The objective of this Plan is to enable certain management
employees of CEG and its subsidiaries to defer compensation.
2. Definitions. All words beginning with an initial capital letter and not
otherwise defined herein shall have the meaning set forth in the
Employee Savings Plan. All singular terms defined in this Plan will
include the plural and vice versa. As used herein, the following terms
will have the meaning specified below:
"Basic Compensation" means such compensation as set forth in the
Employee Savings Plan, without regard to the Internal Revenue Code
Section 401(a)(17) annual compensation limitation.
"CEG" means Constellation Energy Group, Inc., a Maryland corporation,
or its successor.
"Committee" means the Committee on Management of the Board of Directors
of CEG.
"Deferred Compensation" means any compensation payable by CEG or its
subsidiaries to a participant that is deferred under the provisions of
this Plan.
"Employee Savings Plan" means the Constellation Energy Group, Inc.
Employee Savings Plan as may be amended from time to time, or any
successor plan.
"Executive Incentive Plan" means the Executive Incentive Plan of
Constellation Energy Group, Inc. as may be amended from time to time,
or any successor plan, and/or any other incentive plan designated in
writing by the Plan Administrator.
"Incentive Award" means an award granted under the Executive Incentive
Plan or the Managers' Incentive Plan.
"Managers' Incentive Plan" means the Managers' Incentive Plan of
Constellation Energy Group, Inc. as may be amended from time to time,
or any successor
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plan, and/or any other incentive plan designated in writing by the
Plan Administrator.
"Matching Contributions" means the matching contributions described in
Section 8.
"Plan Accounts" means amounts of a participant's Deferred Compensation,
Matching Contributions, and earnings under the Plan.
"Plan Administrator" means, as set forth in Section 3, the Vice
President - Human Resources of CEG, (or the Vice-President succeeding
to that function).
"Rabbi Trust" means the trust established by CEG pursuant to Grantor
Trust Agreement dated as of April 30, 1999 between CEG and T. Rowe
Price Trust Company.
"Termination From Employment with CEG" means a participant's separation
from service with CEG or a subsidiary of CEG; however, a participant's
transfer of employment to or from a subsidiary of CEG shall not
constitute a Termination From Employment with CEG.
3. Plan Administration. The Vice President - Human Resources of CEG, (or
the Vice-President succeeding to that function) is the Plan
Administrator and has the sole authority (except as specified otherwise
herein) to interpret the Plan, and, in general, to make all other
determinations advisable for the administration of the Plan to achieve
its stated objective.
Appeals of written decisions by the Plan Administrator may be made to
the Committee. Decisions by the Committee shall be final and not
subject to further appeal. The Plan Administrator shall have the power
to delegate all or any part of his/her duties to one or more designees,
and to withdraw such authority, by written designation.
4. Eligibility and Participation. Each officer or key employee of CEG or
its subsidiaries, or employees of CEG or its subsidiaries who hold
manager level positions, may be designated in writing by the Plan
Administrator as eligible to participate with respect to one or more of
the provisions of Sections 5, 6, 7 and 8, which designation will also
indicate whether all
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or part of such participant's Plan Accounts will be held in the Rabbi
Trust. Once designated, eligibility shall continue until such
designation is withdrawn at the discretion and by written order of the
Plan Administrator. Notwithstanding subsequent withdrawal of
eligibility of an employee, such an employee with Plan Accounts will
remain a participant of the Plan, except that no further deferrals of
compensation under the Plan are permitted. While designated as eligible
with respect to one or more of the provisions of Sections 5, 6, 7 or 8,
an employee may participate in the Plan to the extent set forth in such
designation.
5. Basic Compensation Deferral Election. Unless otherwise designated in
writing by the Plan Administrator, a participant may defer Basic
Compensation as set forth in this Section 5. A participant may elect to
defer up to 15% of monthly Basic Compensation. A participant may also
elect to defer up to 100% of Basic Compensation, if any, in excess of
the dollar limitation set forth in Internal Revenue Code Section
401(a)(17) (as adjusted by the Commissioner for increases in the cost
of living in accordance with Internal Revenue Code Section
401(a)(17)(B)). Any deferrals shall be in 1% multiples, subject to
adjustment as necessary to provide for any required withholding taxes.
Such election shall be made by notification in the form and manner
established by the Plan Administrator from time to time, and shall be
effective as of the beginning of the month following the month during
which the election is received by the Plan Administrator. Such election
may be revoked by notification in the form and manner established by
the Plan Administrator from time to time, and shall be effective as of
the beginning of the month following the month during which the
revocation is received by the Plan Administrator.
6. Incentive Award Deferral Election. A participant may elect to defer
Incentive Award compensation in 1% multiples, subject to adjustment as
necessary to provide for any required withholding taxes. Such election
shall be made annually by notification in the form and manner
established by the Plan Administrator from time to time. Such annual
election shall be made prior to the Incentive Award performance year,
and shall be effective as of the first day of such
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performance year. If a participant initially becomes eligible to
participate in the Plan during a performance year, the election for
such performance year must be made prior to the date the participant
initially becomes eligible to participate in the Plan, and shall be
effective on such date. Elections under this Section are irrevocable
once effective.
7. Other Deferral Election. A participant may elect to defer, in 1%
multiples, other forms of compensation that are designated in writing
by the Plan Administrator. Such election must be made prior to the date
the compensation is earned by the participant, by notification in the
form and manner established by the Plan Administrator from time to
time. Such election is effective as of the date the compensation is
earned. Elections under this Section are irrevocable once effective.
8. Matching Contributions. Matching Contributions are made by CEG to the
Plan in an amount equal to (i) up to the rate of Company Matching
Contributions under the Employee Savings Plan multiplied by a
participant's monthly Basic Compensation deferral, less (ii) the amount
of Company Matching Contributions made to the Employee Savings Plan on
behalf of such participant with respect to such month.
9. Plan Accounts. Deferred Compensation and Matching Contributions shall
be (i) credited to participant Plan Accounts as soon as practicable;
(ii) to the extent designated by the Plan Administrator, held for the
benefit of the participant in the Rabbi Trust; and (iii) credited with
earnings at the T. Rowe Price Prime Reserve Fund rate. However, a
participant may elect (by notification in the form and manner
established by the Plan Administrator from time to time) to have all or
a portion of his/her Plan Accounts credited with earnings at a rate
equal to the T. Rowe Price Prime Reserve Fund rate, the T. Rowe Price
New Income Fund rate, or one or more of the rates earned by investment
options available under the Employee Savings Plan, except the Common
Stock Fund and the Interest Income Fund. Earnings are credited to Plan
Accounts commencing on the day the Deferred Compensation and Matching
Contributions are credited to the Plan Accounts. Plan Accounts will be
valued daily in the
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same manner as for Investment Funds under the Employee Savings Plan.
A participant may elect to change the investment option of future
Deferred Compensation and Matching Contributions, which election shall
be effective when the next Deferred Compensation contributions and/or
Matching Contributions are credited to the participant's Plan Accounts.
A participant may elect to reallocate to other investment options
current Plan Accounts, which election shall be effective at the same
time as, and valued in accordance with, the interfund transfer
provisions under the Employee Savings Plan. Such elections shall be
made by notification in the form and manner established by the Plan
Administrator from time to time.
10. Distributions of Plan Accounts. Distributions of Plan Accounts shall be
made in cash only, and to the extent designated by the Plan
Administrator, from the Rabbi Trust.
Prior to the end of the calendar year of a participant's Termination
From Employment with CEG, such participant must elect the timing of
distributions of his/her Plan Accounts. The participant may elect (by
notification in the form and manner established by the Plan
Administrator from time to time) to begin distributions (i) in the
calendar year following the calendar year of the participant's
Termination From Employment with CEG, (ii) in the year following the
year in which a participant attains age 70-1/2, if later, or (iii) any
calendar year between (i) and (ii). A participant may elect (by
notification in the form and manner established by the Plan
Administrator from time to time) to receive distributions in a single
payment or in annual installments during a period not to exceed fifteen
years. The single payment or the first installment payment, whichever
is applicable, shall be made within the first sixty (60) days of the
calendar year elected for distribution. Subsequent installments, if
any, shall be made within the first sixty (60) days of each succeeding
calendar year until the participant's Plan Accounts have been paid. In
the event no election is made prior to the end of the year of a
participant's Termination From Employment with CEG, a participant shall
receive a distribution in a
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single payment within the first sixty (60) days of the following year.
Earnings are credited to Plan Accounts through the date of
distribution, and amounts held for installment payments shall continue
to be credited with earnings, as specified in Section 9.
If a participant dies, the entire unpaid balance of his/her Plan
Accounts shall be paid to the beneficiary(ies) designated by the
participant by notification in the form and manner established by the
Plan Administrator from time to time or, if no designation was made, to
the estate of the participant. Payment shall be made within sixty (60)
days after notice of death is received by the Plan Administrator,
unless prior to the end of the calendar year of the participant's
Termination From Employment with CEG, the participant elected (in the
form and manner established by the Plan Administrator from time to
time) a delayed and/or installment distribution option for such
beneficiary(ies); provided, however that (i) such a distribution option
election shall be effective only if the value of the participant's Plan
Accounts is more than $50,000 on the date of the participant's death;
and (ii) the final distribution must be made to such beneficiary(ies)
no later than 15 years after the participant's death. After the end of
the calendar year of a participant's Termination From Employment with
CEG, a distribution option election for a particular beneficiary is
irrevocable; provided, however, that the participant may make a
distribution option election for a new beneficiary who is initially
designated after the participant's Termination From Employment with
CEG, and such election is irrevocable with respect to the new
beneficiary.
In the event a participant's deferred Incentive Award is credited to
the Plan after the participant's death, such Incentive Award shall be
either paid to his/her beneficiary(ies), or if a delayed and/or
installment distribution option was elected for such beneficiary(ies),
paid as part of the aggregate Plan Accounts in accordance with such
election.
Upon the death of a participant's beneficiary for whom a delayed and/or
installment distribution option was elected, the entire unpaid balance
of the participant's Plan Accounts shall be paid to the
beneficiary(ies)
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designated by the participant's beneficiary by notification in the form
and manner established by the Plan Administrator from time to time or,
if no designation was made, to the estate of the participant's
beneficiary. Payment shall be made within sixty (60) days after notice
of death is received by the Plan Administrator.
Notwithstanding anything herein contained to the contrary, the
Committee shall have the right in its sole discretion to vary the
manner and timing of distributions, and may make such distributions in
a single payment or over a shorter or longer period of time than that
elected by a participant.
11. Beneficiaries. A participant shall have the right to designate a
beneficiary(ies) who is to receive a distribution(s) pursuant to
Section 10 in the event of the death of the participant. A
participant's beneficiary(ies) for whom a delayed and/or installment
distribution option was elected shall have the right to designate a
beneficiary(ies) who is to receive a distribution pursuant to Section
10 in the event of the death of the participant's beneficiary(ies).
Any designation, change or recision of the designation of beneficiary
shall be made by notification in the form and manner established by the
Plan Administrator from time to time. The last designation of
beneficiary received by the Plan Administrator shall be controlling
over any testamentary or purported disposition by the participant (or,
if applicable, the participant's beneficiary(ies)), provided that no
designation, recision or change thereof shall be effective unless
received by the Plan Administrator prior to the death of the
participant (or, if applicable, the participant's beneficiary(ies)).
If the designated beneficiary is the estate, or the executor or
administrator of the estate, of the participant (or, if applicable, the
participant's beneficiary(ies)), a distribution pursuant to Section 10
may be made to the person(s) or entity (including a trust) entitled
thereto under the will of the participant (or, if applicable, the
participant's beneficiary(ies)), or, in the case of intestacy, under
the laws relating to intestacy.
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A participant's beneficiary(ies) for whom a delayed and/or installment
distribution option was elected shall have the right, after the death
of the participant, to make investment elections or changes in
investment elections with respect to a participant's Plan Accounts to
the same extent available to the participant pursuant to Section 9. A
beneficiary(ies) of the participant's beneficiary(ies) shall have no
right to make any investment election or change in investment election
pursuant to Section 9 with respect to a participant's Plan Accounts.
12. Valuation of Interest. The Plan Administrator shall cause the value of
a participant's Plan Accounts, at least once per year as of December
31, to be determined separately and be reported to CEG and the
participant (or, if applicable, the participant's beneficiary(ies)).
Valuation of a participant's Plan Accounts shall be determined in
accordance with the procedures contained in the Employee Savings Plan.
13. Withdrawals. No withdrawals of Plan Accounts may be made, except a
participant may at any time request a hardship withdrawal from his/her
Plan Accounts if he/she has incurred an unforeseeable financial
emergency. An unforeseeable financial emergency is defined as severe
financial hardship to the participant resulting from a sudden and
unexpected illness or accident of the participant (or of his/her
dependents), loss of the participant's property due to casualty, or
other similar extraordinary and unforeseeable circumstances arising as
a result of events beyond the control of the participant. The need to
send a child to college or the desire to purchase a home are not
considered to be unforeseeable emergencies. The circumstance that will
constitute an unforeseeable emergency will depend upon the facts of
each case.
A hardship withdrawal will be permitted by the Plan Administrator only
as necessary to satisfy an immediate and heavy financial need. A
hardship withdrawal may be permitted only to the extent reasonably
necessary to satisfy the financial need. Payment may not be made to the
extent that such hardship is or may be relieved (i) through
reimbursement or compensation by insurance or otherwise, (ii) by
liquidation of the participant's
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assets, to the extent the liquidation of such assets would not itself
cause severe financial hardship, or (iii) by cessation of deferrals
under the Plan.
The request for hardship withdrawal shall be made by notification in
the form and manner established by the Plan Administrator from time to
time. Such hardship withdrawal will be permitted only with approval of
the Plan Administrator. The participant will receive a lump sum payment
after the Plan Administrator has had reasonable time to consider and
then approve the request.
14. Miscellaneous. A participant's Plan Accounts shall not be subject to
alienation or assignment by any participant or beneficiary nor shall
any of them be subject to attachment or garnishment or other legal
process except (i) to the extent specially mandated and directed by
applicable State or Federal statute; and (ii) as requested by the
participant or beneficiary to satisfy income tax withholding or
liability.
This Plan may be amended from time to time or suspended or terminated
at any time. All amendments to this Plan which would increase or
decrease the compensation of any senior management officer or key
employee of CEG, either directly or indirectly, must be approved by the
Board of Directors. All other permissible amendments may be made at the
written direction of the Committee. No amendment to or termination of
this Plan shall prejudice the rights of any participant or beneficiary
entitled to receive payment hereunder at the time of such action.
Participation in this Plan shall not constitute a contract of
employment between CEG and any person and shall not be deemed to be
consideration for, or a condition of, continued employment of any
person.
The Plan, notwithstanding the creation of the Rabbi Trust, is intended
to be unfunded for purposes of Title I of the Employee Retirement
Income Security Act of 1974. CEG shall make contributions to the Rabbi
Trust in accordance with the terms of the Rabbi Trust. Any funds which
may be invested and any assets which may be held to provide benefits
under this Plan shall continue for all purposes to be a part of the
general funds and
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assets of CEG and no person other than CEG shall by virtue of the
provisions of this Plan have any interest in such funds and assets. To
the extent that any person acquires a right to receive payments from
CEG under this Plan, such rights shall be no greater than the right of
any unsecured general creditor of CEG.
This Plan shall be governed in all respects by Maryland law.
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