Exhibit 10(b)
Executive Annual Incentive Plan
Of
Constellation Energy Group, Inc.
1. Plan Objective. The objective of this Plan is to allow Constellation Energy
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Group, Inc. (Constellation Energy Group or Company) to attract, retain and
motivate highly competent officers and key employees of the Company and its
subsidiaries by focusing incentive compensation toward the achievement of
performance results that primarily support the interests of shareholders
and customers of the Company.
2. Plan Administration. The Plan is administered by the Constellation Energy
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Group Board of Directors' (Board) Committee on Management (Committee on
Management) which has sole authority (unless otherwise specified herein) to
interpret the Plan; to refine its provisions from time to time subject to
Board approval, particularly those relating to factors, targets and
procedures used in connection with calculating the awards (which
refinements shall be reflected in guidelines for the performance year); to
suspend the Plan at any time; and in general, to make all other
determinations necessary or advisable for the administration of the Plan to
achieve its stated objective.
The Committee on Management shall have the power to delegate all or any
part of their duties to one or more designees, and to withdraw such
authority, by written designation.
3. Eligibility. Each officer or key employee of Constellation Energy Group or
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its subsidiaries may be designated in writing by the Committee on
Management as a participant under the Plan. Once designated, participation
shall continue until such designation is withdrawn at the discretion and by
written order of the Committee on Management. Participation is subject to
the following conditions:
Participant must have been an eligible participant for some portion of
the performance year and at the time of distribution be actively
employed by the Company or elsewhere with the approval of the Company
unless employment was terminated by death, disability or retirement.
Except as otherwise provided herein, where an individual is not an
eligible participant for the entire performance year, the amount of
the award, whether full,
partial or none, will be at the Committee on Management's discretion,
subject to Board approval.
Where, prior to the end of a performance year, a participant's active
employment is terminated as a result of death, disability or
retirement, the award is calculated based on the participant's
position at the time of termination. Unless otherwise stated, any such
award will be made on a pro-rata basis for the period of active
employment, or, in total, at the discretion of the Committee on
Management. Where active employment is terminated as a result of death
of participant, distribution is made in accordance with Section 9.
(Designation of Beneficiary) of this Plan.
4. Performance Goals
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A. Performance Targets. The Committee on Management shall establish for
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each plan year Performance Targets designed to accomplish the purpose
set forth in Section 1 of this Plan. The Committee on Management will
ensure that each plan year's Performance Targets meet the following
general criteria:
(1) The interests of the Company's shareholders will be balanced with
the interests of the Company's customers.
(2) The targets should be set at levels which are attainable, but
which, in the Committee on Management's judgment, are attainable
only with a high degree of competence and diligence.
The Committee on Management shall have sole authority to amend
Performance Targets at any time when, in the Committee's judgment,
unforeseen circumstances exist which require modification in order to
ensure that the purpose of the Plan is properly served.
The Committee on Management shall have authority to establish
appropriate Performance Targets, differing to the degree necessary
from those established for the Company, for each of the Company's
subsidiaries employing one or more participants in this Plan; and
shall have authority to adjust such targets subsequently should
unforeseen circumstances arise.
B. Individual Performance. A participant's individual performance will
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be evaluated by the Chairman of the Board.
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5. Award Opportunity. The Committee on Management shall establish for each
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plan year the Award Opportunity (minimum, target, and maximum, as
appropriate) applicable to participants in the Plan. The Award Opportunity
may be allocated among the various Performance Targets and Individual
Performance and may vary among classes of participants.
6. Award Determination. The Committee on Management, with the concurrence of
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the Board, shall determine the Awards, if any, to be made for each plan
year as soon after the end of the plan year as is practical. In the case of
participants in this Plan employed by a subsidiary of the Company, the
Award, if any, will be recommended by the non-employee members of the board
of directors of that subsidiary and subsequently approved by the Committee
on Management.
Awards are calculated taking into account the degree of attainment of
performance targets, individual performance, and the percent of
participation during the performance year. The dollar amount of the
participants' award is determined by multiplying the participant's prior
December 31 annualized base salary by the award percentage. All amounts
awarded to participants are subject to the approval of the Board.
7. Payment of Awards. Awards approved by the Board for each plan year shall be
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paid as soon as practicable after such determination has been made. Payment
may be made in a lump cash sum or, at the participants' election, may be
deferred in whole or in part. When required by applicable law, Federal,
State and FICA taxes will be withheld from awards at applicable rates.
Awards will not be paid for any performance year in which Company earnings
are less than the amount necessary to fund the annual dividend.
Additionally, awards will not be paid for any plan year in which the
dividend is suspended or effectively reduced from its prior amount.
8. Deferred Payment of Award. A participant may elect to defer the receipt of
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all or a portion of the award for the plan year. Any such deferral and
investment of any such amounts deferred pursuant to this Plan shall be made
in accordance with the provisions of the Constellation Energy Group
Nonqualified Deferred Compensation Plan.
9. Designation of Beneficiary. A participant shall have the right to designate
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a beneficiary or beneficiaries who are to receive in a
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lump sum any undistributed incentive compensation award to the extent a
participant has chosen not to defer all or a portion of his incentive award
pursuant to Section 8 hereof, should the participant die during the plan
year and be entitled to an incentive award for that plan year. Such
designation shall apply only to the portion of the undistributed incentive
award not subject to a deferral election. Any designation, change or
rescission of the designation shall be made in writing by completing and
furnishing to the Vice President - Human Resources of the Company a notice
on an appropriate form designated by the Vice President - Human Resources
of the Company. The last designation of beneficiary received by the Vice
President - Human Resources of the Company shall be controlling over any
testamentary or purported disposition by the participant, provided that no
designation, rescission or change thereof shall be effective unless
received prior to death of the participant. Distribution of any incentive
awards previously deferred pursuant to Section 8 of the Plan shall be paid
to the beneficiary or beneficiaries designated under the Constellation
Energy Group Nonqualified Deferred Compensation Plan.
10. Change in Control. Notwithstanding any other provisions of this Plan to the
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contrary, if a participant separates from service with Constellation Energy
Group or a subsidiary of Constellation Energy Group (except due to a
participant's transfer of employment to or from a subsidiary of
Constellation Energy Group), within 2 years following a change in control,
such participant is eligible for an award for the performance year during
which the separation from service occurs. The award is calculated assuming
maximum performance achievement and based on the participant's position at
the time of termination and is pro-rated for the period of active
employment during the performance year. The Committee on Management, in its
discretion, may grant a total, rather than pro-rated award. Payment of the
award will be made in a lump cash sum within 60 days after the
participant's separation from service. Payment may not be deferred.
A change in control for purposes of this Section 10 shall mean (i) the
purchase or acquisition by any person, entity or group of persons (within
the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of
1934 (the "Exchange Act"), or any comparable successor provisions), of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) of 20 percent or more of either the outstanding shares of
common stock of Constellation Energy Group or the combined voting power of
Constellation Energy Group's then outstanding shares of voting securities
entitled to a vote generally, or (ii) the consummation of, following the
approval by the stockholders of Constellation Energy Group of a
reorganization,
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merger, or consolidation of Constellation Energy Group, in each case, with
respect to which persons who were stockholders of Constellation Energy
Group immediately prior to such reorganization, merger or consolidation do
not, immediately thereafter, own more than 50 percent of the combined
voting power entitled to vote generally in the election of directors of the
reorganized, merged or consolidated entity's then outstanding securities,
or (iii) a liquidation or dissolution of Constellation Energy Group or the
sale of substantially all of its assets, or (iv) a change of more than
one-half of the members of the Board of Directors of Constellation Energy
Group within a 90-day period for reasons other than the death, disability,
or retirement of such members.
Notwithstanding any provision in the Plan to the contrary, on or within 2
years after a Change in Control, no action, including, but not by way of
limitation, the amendment, suspension or termination of the Plan, shall be
taken which would adversely affect the rights of any participant without
such participant's prior written consent.
11. Miscellaneous. The plan year and the performance year shall be the same and
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shall be the calendar year.
Any payments made under this Plan are not considered as earnings for
purpose of the Company's qualified pension or Employee Saving Plan, or for
any other general employee benefit program. However, all payments made
under this Plan will be included in the determination of benefits provided
under the Company's Executive Benefits Plan.
None of the payments provided under this Plan which are deferred shall 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 to the extent specifically mandated and directed by
applicable State or Federal statute. Payment shall be made only into the
hands of the participant or beneficiary entitled to receive the same or
into the hands of his or her authorized legal representative. Deposit of
any sum into any financial institution to the credit of the participant or
beneficiary entitled thereto shall constitute payment into his or her
hands. Notwithstanding the foregoing, at the request of the participant or
beneficiary or as required by law, such sums as may be requisite for
payment of any estimated or currently accrued income tax liability may be
withheld and paid over to the governmental entity entitled to receive the
same.
Participation in this Plan shall not constitute a contract of employment
between the Company and any employee and shall not be deemed to be
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consideration for, inducement to, or a condition of employment of any
person. The deferral of any incentive compensation amounts pursuant to the
provisions of the Plan shall not be construed to give any employee the
right to be retained in the employ of the Company or to interfere with the
right of the company to terminate such employment at any time.
The Board intends to continue the Plan indefinitely but reserves the right
to amend the Plan from time to time or to permanently discontinue it
provided none of these, nor any suspension, may deprive the participants of
any payment of amounts which were previously awarded at the time thereof.
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.
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