WAIVER AND RELEASE
This WAIVER AND RELEASE,
dated April 28, 2006 (this Waiver),
is made and entered into by Mayo A. Shattuck III.
Constellation Energy Group, Inc., a Maryland corporation (the Company), and I
are parties to that certain Employment Agreement, dated December 18, 2005 (the Employment
Agreement) (capitalized terms used in this Waiver without definition to have
the respective meanings assigned to them in the Employment Agreement); and
WHEREAS, after due consideration, I have decided to
waive certain provisions of the Employment Agreement, taking into account our
mutual interest in completing the proposed merger with FPL Group, Inc.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and intending to be legally bound, I hereby agree as follows:
1. I hereby irrevocably waive any and all right
to receive, pursuant to clauses (i) or (ii) of Section 9 of the Employment
Agreement, a cash severance payment, upon termination of my employment, in
excess of any base salary and bonus otherwise payable to me pursuant to
subparagraphs (b) and (c) of Section 5 of the Agreement as if I had remained
employed for the remainder of the original Employment Term (without regard to
its earlier termination under Section 2 of the Employment Agreement), and I
hereby direct the Company not to pay me cash severance pursuant to the
Employment Agreement in excess of the amount set forth in this paragraph 1,
notwithstanding the terms of clauses (i) and (ii) of Section 9 of the
Employment Agreement (should that provision of the Employment Agreement become
2. In support of the foregoing
waiver, I forever release and discharge the Company and its affiliates and
representatives (collectively, Releasees) from any and all causes of action, judgments,
liens, indebtedness, damages, losses, claims (including attorneys fees and
costs), liabilities and demands of whatever kind and character in connection
with, relating to or in any way derivative of any claims, demands or requests
for payments under the Employment Agreement
that have been waived by me pursuant to this Waiver.
3. I expressly warrant that I have had ample time to discuss the matters
addressed in this Waiver with my own legal counsel and have had a full and fair
opportunity to consider the effect of this Waiver on my rights and benefits
under the Employment Agreement. I
further warrant that I fully understand the contents and effect of this
document and any referenced materials, and of my own free will and without
coercion approve and accept the terms and provisions of this Waiver and agree
to be bound by its terms. I acknowledge that I have been advised by the Company
to consult with counsel of my choice and that I have been given all time periods
required by law to consider this Waiver, including the 21-day period required
by the ADEA and the Older Workers Benefit Protection Act (OWBPA). I
understand that I may execute this Waiver less than 21 days from the date on
which I received it from the Company, but I agree that such execution will
represent my knowing waiver of such 21-day
consideration period. I further acknowledge that within the 7-day
period following my execution of this Waiver (the Revocation Period) I will
have the unilateral right to revoke this Waiver, and that all obligations
hereunder shall become effective only upon the expiration of the Revocation
Period 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 or
before the last day of the Revocation Period.
am executing this Waiver without reliance on any promise, warranty or
representation by any third party (or any third partys representative), other
than as expressly set forth in this Waiver.
Waiver shall bind my heirs, personal representatives, successors and assigns.
Waiver shall not be modified except by means of a writing signed by me and the Company.
Waiver is made and entered into in the State of Maryland and shall in all
respects be interpreted and enforced in accordance with Maryland law.
any 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 any
other provision of this Waiver.
[Signature page follows]