Exhibit 10(e)
EXECUTION VERSION
[g84882kmi001.jpg]
October 14, 2008
Mr. Jonathan W. Thayer
Vice President & Managing Director
Corporate Strategy & Development
Constellation Energy Group, Inc.
100 Constellation Way
Baltimore, Maryland
21202
Re:
Promotion to Treasurer - Compensation Package.
Dear Jack:
On behalf of Constellation Energy Group, Inc. (the "Company"), I am pleased to
summarize the principal terms of your employment as Treasurer of the Company.
This letter agreement will be effective as of the date hereof.
1.
TITLE.
TREASURER OF THE COMPANY.
2.
DUTIES AND RESPONSIBILITIES.
YOU WILL
HAVE THE DUTIES AND RESPONSIBILITIES THAT ARE NORMALLY ASSOCIATED WITH THE
POSITION SET FORTH ABOVE AND SUCH ADDITIONAL EXECUTIVE RESPONSIBILITIES AS MAY
BE ASSIGNED BY THE COMPANY FROM TIME TO TIME.
YOU WILL DEVOTE YOUR BEST EFFORTS
AND ENERGY TO THE PERFORMANCE OF YOUR DUTIES TO THE COMPANY.
YOU WILL REPORT
DIRECTLY TO THE CHIEF FINANCIAL OFFICER OF THE COMPANY; PROVIDED THAT IF YOU ARE
PROMOTED TO A MORE SENIOR FINANCIAL POSITION WITH THE COMPANY, YOU WILL LIKELY
BE REQUIRED TO REPORT DIRECTLY TO THE CHIEF EXECUTIVE OFFICER OF THE COMPANY.
3.
BASE SALARY.
YOUR BASE SALARY WILL BE
$400,000 PER ANNUM, PAYABLE IN ACCORDANCE WITH THE USUAL PAYROLL PRACTICES OF
THE COMPANY.
YOUR BASE SALARY WILL BE SUBJECT TO PERIODIC REVIEW AND
MODIFICATION BY THE COMPANY.
4.
ANNUAL BONUS.
YOU WILL BE ELIGIBLE TO
RECEIVE AN ANNUAL DISCRETIONARY INCENTIVE PAYMENT UNDER THE COMPANY'S ANNUAL
BONUS PLAN AS IN EFFECT FROM TIME TO TIME UPON THE ATTAINMENT OF ONE OR MORE
PRE-ESTABLISHED PERFORMANCE GOALS ESTABLISHED BY THE COMPANY.
FOR EACH OF THE
COMPANY'S FISCAL YEARS 2008 AND 2009, YOU WILL BE ENTITLED TO RECEIVE A
GUARANTEED ANNUAL INCENTIVE BONUS IN THE AMOUNT OF $800,000 (THE "2008 BONUS")
AND $600,000 (THE "2009 BONUS"), RESPECTIVELY, PAYABLE IN THE FISCAL YEAR
FOLLOWING THE FISCAL YEAR TO WHICH SUCH BONUS RELATES AT THE SAME TIME BONUSES
ARE PAID TO OTHER EXECUTIVES OF THE COMPANY GENERALLY, SUBJECT, EXCEPT AS
OTHERWISE PROVIDED IN
1
SECTION 7(I) HEREOF, TO YOUR CONTINUED EMPLOYMENT WITH THE COMPANY ON THE DATE
OF PAYMENT.
5.
INCENTIVE PLAN PARTICIPATION.
YOU WILL
BE ELIGIBLE TO RECEIVE EQUITY AND OTHER LONG-TERM INCENTIVE AWARDS UNDER THE
EQUITY-BASED INCENTIVE COMPENSATION PLANS ADOPTED BY THE COMPANY FROM TIME TO
TIME FOR WHICH EMPLOYEES ARE GENERALLY ELIGIBLE.
THE LEVEL OF YOUR
PARTICIPATION IN ANY SUCH PLAN, IF ANY, WILL BE DETERMINED IN THE SOLE
DISCRETION OF THE COMPANY FROM TIME TO TIME.
6.
EMPLOYEE BENEFITS.
YOU WILL REMAIN
ELIGIBLE TO PARTICIPATE IN ALL HEALTH BENEFITS, INSURANCE PROGRAMS, PENSION AND
RETIREMENT PLANS, AND OTHER EMPLOYEE WELFARE BENEFITS PLANS MAINTAINED BY THE
COMPANY FOR ITS EMPLOYEES GENERALLY IN ACCORDANCE WITH THE TERMS THEREOF.
7.
SEVERANCE.
IF YOUR EMPLOYMENT BY THE
COMPANY IS TERMINATED BY THE COMPANY FOR A REASON OTHER THAN FOR "CAUSE" OR DUE
TO YOUR PHYSICAL OR MENTAL INCAPACITY OR BY YOU FOR "GOOD REASON" (EACH, AS
DEFINED IN SECTION 9 HEREOF), SUBJECT TO SECTION 8 HEREOF, THE COMPANY WILL PAY
OR PROVIDE YOU WITH THE FOLLOWING BENEFITS IN