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 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 applicable).
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’
