Exhibit 10(b)
CONSTELLATION ENERGY GROUP, INC.
NONQUALIFIED DEFERRED COMPENSATION PLAN (PLAN)
1. Objective The objective of this Plan is to enable certain management
employees of Constellation Energy Group 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.
"Committee" means the Committee on Management of the Board of Directors of
Constellation Energy Group.
"Constellation Energy Group" means Constellation Energy Group, Inc., a
Maryland corporation, or its successor.
"Deferred Compensation" means any compensation payable by Constellation
Energy Group 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 Annual Incentive Plan" means the Executive Annual 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 Annual
Incentive Plan or the Senior Management Annual Incentive Plan.
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"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 Constellation Energy Group, (or the Vice-President
succeeding to that function).
"Rabbi Trust" means the trust established by Constellation Energy Group
pursuant to Grantor Trust Agreement dated as of April 30, 1999 between
Constellation Energy Group and T. Rowe Price Trust Company.
"Senior Management Annual Incentive Plan" means the Senior Management
Annual 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.
"Termination From Employment with Constellation Energy Group" means a
participant's separation from service with Constellation Energy Group or a
subsidiary of Constellation Energy Group; however, a participant's transfer
of employment to or from a subsidiary of Constellation Energy Group shall
not constitute a Termination From Employment with Constellation Energy
Group.
3. Plan Administration. The Vice President - Human Resources of Constellation
Energy Group, (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
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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
Constellation Energy Group or its subsidiaries, or employees of
Constellation Energy Group or its subsidiaries who hold senior management
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 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
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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 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 Constellation
Energy Group 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
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(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
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 thirtieth (30th) calendar day after the date of a
participant's Termination From Employment with Constellation Energy Group,
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 Constellation Energy Group,
(ii) in the year following the year in which a participant attains
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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 thirtieth (30th) calendar
day after the date of a participant's Termination From Employment with
Constellation Energy Group, a participant shall receive a distribution in a
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
thirtieth (30th) calendar day after the date of the participant's
Termination From Employment with Constellation Energy Group, 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 thirtieth (30th) calendar day after the date of a
participant's Termination From Employment with Constellation Energy Group,
a distribution option election for a particular
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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
Constellation Energy Group, 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)
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
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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.
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 Constellation Energy Group 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
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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 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
Constellation Energy Group, either directly or
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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 impair the
rights of any participant or beneficiary with respect to amounts in his/her
Plan Accounts before the date of such amendment or termination.
Participation in this Plan shall not constitute a contract of employment
between Constellation Energy Group 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. Constellation Energy Group 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 assets of Constellation Energy Group and no person
other than Constellation Energy Group 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 Constellation Energy
Group under this Plan, such rights shall be no greater than the right of
any unsecured general creditor of Constellation Energy Group.
In the event Constellation Energy Group becomes a party to a merger,
consolidation, sale of substantially all of its assets or any other
corporate reorganization in which Constellation Energy Group will not be
the surviving corporation or in which the holders of the common stock of
Constellation Energy Group will receive securities of another corporation
(in any such case, the "New Company"), then the New Company shall assume
the rights and obligations of Constellation Energy Group under this Plan.
This Plan shall be governed in all respects by Maryland law.
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