TERMINATION IS ALSO A "SEPARATION FROM
SERVICE" WITHIN THE MEANING OF CODE SECTION 409A AND, FOR PURPOSES OF ANY SUCH
PROVISION OF THIS LETTER AGREEMENT, REFERENCES TO A "TERMINATION," "TERMINATION
OF EMPLOYMENT" OR LIKE TERMS WILL MEAN "SEPARATION FROM SERVICE."
IF YOU ARE
DEEMED ON THE DATE OF TERMINATION TO BE A "SPECIFIED EMPLOYEE" WITHIN THE
MEANING OF THAT TERM UNDER CODE SECTION 409A(A)(2)(B), THEN WITH REGARD TO ANY
PAYMENT OR THE PROVISION OF ANY BENEFIT THAT IS CONSIDERED DEFERRED COMPENSATION
UNDER CODE SECTION 409A PAYABLE ON ACCOUNT OF A "SEPARATION FROM SERVICE," SUCH
PAYMENT OR BENEFIT WILL BE MADE OR PROVIDED AT THE DATE WHICH IS THE EARLIER OF
(A) THE EXPIRATION OF THE SIX (6)-MONTH PERIOD MEASURED FROM THE DATE OF SUCH
"SEPARATION FROM SERVICE" BY YOU, AND (B) THE DATE OF YOUR DEATH (THE "DELAY
PERIOD").
UPON THE EXPIRATION OF THE DELAY PERIOD, ALL PAYMENTS AND BENEFITS
DELAYED PURSUANT TO THIS SECTION (WHETHER THEY WOULD HAVE OTHERWISE BEEN PAYABLE
IN A SINGLE SUM OR IN INSTALLMENTS IN THE ABSENCE OF SUCH DELAY) WILL BE PAID OR
REIMBURSED TO YOU IN A LUMP SUM, AND ANY REMAINING PAYMENTS AND BENEFITS DUE
UNDER THIS LETTER AGREEMENT WILL BE PAID OR PROVIDED IN ACCORDANCE WITH THE
NORMAL PAYMENT DATES SPECIFIED FOR THEM HEREIN.
(III)
FOR PURPOSES OF CODE SECTION 409A, YOUR RIGHT TO RECEIVE ANY
INSTALLMENT PAYMENTS PURSUANT TO THIS LETTER AGREEMENT WILL BE TREATED AS A
RIGHT TO RECEIVE A SERIES OF SEPARATE AND DISTINCT PAYMENTS.
13.
GOVERNING LAW.
THIS LETTER AGREEMENT WILL
BE GOVERNED BY, AND CONSTRUED UNDER AND IN ACCORDANCE WITH, THE INTERNAL LAWS OF
THE STATE OF MARYLAND, WITHOUT REFERENCE TO RULES RELATING TO CONFLICTS OF LAWS.
14.
ENTIRE AGREEMENT.
THIS LETTER AGREEMENT
CONSTITUTES THE ENTIRE AGREEMENT BETWEEN YOU AND THE COMPANY WITH RESPECT TO THE
SUBJECT MATTER HEREOF AND SUPERSEDES ANY AND ALL PRIOR AGREEMENTS OR
UNDERSTANDINGS BETWEEN YOU AND THE COMPANY WITH RESPECT TO THE SUBJECT MATTER
HEREOF, WHETHER WRITTEN OR ORAL.
THIS LETTER AGREEMENT MAY BE AMENDED OR
MODIFIED ONLY BY A WRITTEN INSTRUMENT EXECUTED BY YOU AND THE COMPANY.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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Jack, I would like to congratulate you on your promotion to Treasurer of the
Company, and I very much look forward to your continued contributions to the
success of the Company.
Very truly yours,
CONSTELLATION ENERGY GROUP, INC.
By:
/s/ Mayo A. Shattuck III
Name:
Mayo A. Shattuck III
Title:
Chairman, President and Chief Executive Officer
The above terms and conditions accurately reflect our understanding regarding
the terms and conditions of my employment with the Company, and I hereby confirm
my agreement to the same.
Dated: October 14, 2008
/s/ Jonathan W. Thayer
Jonathan W. Thayer
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