**Exhibit 10(ee)**

 

WAIVER AND RELEASE

 

This WAIVER AND RELEASE,dated April 28, 2006 (this “Waiver”),is made and entered into by Mayo A. Shattuck III.

 

WHEREAS,Constellation Energy Group, Inc., a Maryland corporation (the “Company”), and Iare parties to that certain Employment Agreement, dated December 18, 2005 (the “EmploymentAgreement”) (capitalized terms used in this Waiver without definition to havethe respective meanings assigned to them in the Employment Agreement); and

 

WHEREAS, after due consideration, I have decided towaive certain provisions of the Employment Agreement, taking into account ourmutual interest in completing the proposed merger with FPL Group, Inc.

 

NOW, THEREFORE, in consideration of the foregoing and other good andvaluable consideration, the receipt and sufficiency of which is herebyacknowledged, and intending to be legally bound, I hereby agree as follows:

 

1.     I hereby irrevocably waive any and all rightto receive, pursuant to clauses (i) or (ii) of Section 9 of the EmploymentAgreement, a cash severance payment, upon termination of my employment, inexcess of any base salary and bonus otherwise payable to me pursuant tosubparagraphs (b) and (c) of Section 5 of the Agreement as if I had remainedemployed for the remainder of the original Employment Term (without regard toits earlier termination under Section 2 of the Employment Agreement), and Ihereby direct the Company not to pay me cash severance pursuant to theEmployment Agreement in excess of the amount set forth in this paragraph 1,notwithstanding the terms of clauses (i) and (ii) of Section 9 of theEmployment Agreement (should that provision of the Employment Agreement becomeapplicable).

 

2.     In support of the foregoingwaiver, I forever release and discharge the Company and its affiliates andrepresentatives (collectively, “Releasees”) from any and all causes of action, judgments,liens, indebtedness, damages, losses, claims (including attorneys’ fees andcosts), liabilities and demands of whatever kind and character in connectionwith, relating to or in any way derivative of any claims, demands or requestsfor payments under the Employment Agreementthat have been waived by me pursuant to this Waiver. 

 

3.     I expressly warrant that I have had ample time to discuss the mattersaddressed in this Waiver with my own legal counsel and have had a full and fairopportunity to consider the effect of this Waiver on my rights and benefitsunder the Employment Agreement.  Ifurther warrant that I fully understand the contents and effect of thisdocument and any referenced materials, and of my own free will and withoutcoercion approve and accept the terms and provisions of this Waiver and agreeto be bound by its terms. I acknowledge that I have been advised by the Companyto consult with counsel of my choice and that I have been given all time periodsrequired by law to consider this Waiver, including the 21-day period requiredby the ADEA and the Older Workers Benefit Protection Act (“OWBPA”). Iunderstand that I may execute this Waiver less than 21 days from the date onwhich I received it from the Company, but I agree that such execution willrepresent my knowing waiver of such 21-day

 

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consideration period. I further acknowledge that within the 7-dayperiod following my execution of this Waiver (the “Revocation Period”) I willhave the unilateral right to revoke this Waiver, and that all obligationshereunder shall become effective only upon the expiration of the RevocationPeriod without my revocation hereof. I agree that in order to be effective,notice of my revocation of this Waiver must be received by the Company on orbefore the last day of the Revocation Period.

 

4.     Iam executing this Waiver without reliance on any promise, warranty orrepresentation by any third party (or any third party’s representative), otherthan as expressly set forth in this Waiver.

 

5.     ThisWaiver shall bind my heirs, personal representatives, successors and assigns.

 

6.     ThisWaiver shall not be modified except by means of a writing signed by me and the Company.

 

7.     ThisWaiver is made and entered into in the State of Maryland and shall in allrespects be interpreted and enforced in accordance with Maryland law.

 

8.     Ifany provision of this Waiver should be deemed or held invalid or unenforceable,in whole or in part, by a court of law, such determination shall not affect anyother provision of this Waiver.

 

***[Signature page follows]***

 

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* *  *

 

IN WITNESS WHEREOF, this Waiver has been dulyexecuted this 28th day of April, 2006 by Mayo A.Shattuck III.

 

 
|                             | /s/ Mayo A. Shattuck III                            |   |
|----------------------------------|-----------------------------------------------------|--------|
|                             | Mayo A. Shattuck III                                |
|                             |                                                |
|                             |                                                |
| Accepted by:                     |                                                |
|                             |                                                |
| CONSTELLATION ENERGY GROUP, INC. |                                                |
|                             |                                                |
|                             |                                                |
| By:                              | /s/ Irving B. Yoskowitz                             |   |   |
|                             | Name: Irving B. Yoskowitz                           |   |
|                             | Title: Executive Vice President and General Counsel |   |
|                             |                                                |
| Date of acceptance:              |  April 28, 2006                                |   |   |
|                                  |                                                     |        |  |  |  |

 

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