Exhibit 10.24


 


 


 


CHANGE
IN CONTROL PLAN


 


THIS
CHANGE IN CONTROL PLAN is effective as of                                           ,
2022 (the “Effective Date”) and is applicable to all NuScale Power Executives. It is intended to give guidance
regarding possible personnel actions following a change in control.


 


SECTION 1: DEFINITIONS


 


All terms defined in this Section 1 will, throughout this Plan, have
the meanings given herein:


 


		(a)	"Annual Incentive Plan" means
                                            the Company’s incentive plan pursuant to which annual incentives are granted, including
                                            any successor plan thereto.



 


		(b)	"Board" means the board of
                                            directors of the Company.



 


		(c)	"Base Salary" means on the
                                            date of determination, the annual base salary then in effect for Executive (but not less
                                            than the highest annual base salary paid to Executive during any of the three (3) years immediately
                                            preceding the date of Executive’s Qualifying Termination).



 


		(d)	"Bonus" means the annual
                                            incentive amount payable to Executive, if any, under the Annual Incentive Plan.



 


		(e)	“Cause: as determined in the
                                            reasonable judgment of the Company, means the Employee's (i) commission of any felony or
                                            any crime involving moral turpitude or dishonesty; (ii) participation in a fraud against
                                            the Company; (iii) willful and material breach of Employee’s duties that has not been
                                            cured within thirty (30) days after written notice from the Company of such breach; (iv)
                                            intentional and material damage to the Company’s property; (v) material violation of
                                            Company policy or (vi) material breach by Employee of his/her Employee Proprietary Information
                                            and Inventions Assignment.



 


Executive will not be deemed to have
been terminated for Cause unless and until there has been delivered to Executive written notice that Executive has engaged in conduct
constituting Cause. The determination of Cause will be made by the Executive’s immediate supervisor.


 


		(f)	"Change in Control" means
                                            any of any of the following events:



 


		(i)	25% Ownership Change: any
                                            "person" or group (as defined in section 3(a)(9) of the Securities Exchange Act
                                            of 1934, as amended (the “Exchange Act”), and as modified in section 13(d)
                                            and 14(d) of the Exchange Act), together with their affiliates and associates (both as defined
                                            in Rule 12b-2 under the Exchange Act) other than (A) the Company or any of its Subsidiaries,
                                            (B) any employee benefit plan of the Company or any of its Subsidiaries, or the trustee or
                                            other fiduciary holding securities under any such employee benefit plan, (C) a company owned,
                                            directly or indirectly, by shareholders of the Company in substantially the same proportions
                                            as their ownership of the Company or (D) an underwriter temporarily holding securities pursuant
                                            to an offering of such securities becomes the "beneficial owner" (as defined in
                                            Rule 13d-3 of the Exchange Act), directly or indirectly, through one single transaction or
                                            group of related transactions, of more than twenty-five percent (25%) of either (1) the then-outstanding
                                            shares of common stock of the Company or (2) the combined voting power of the then outstanding
                                            voting securities of the Company entitled to vote generally in the election of the Board;
                                            provided, however, that such a twenty-five percent (25%) ownership change will not
                                            be deemed to have occurred in the event that the shareholders of the Company on the date
                                            of such ownership change continue to own at least seventy-five percent (75%) of the equity
                                            and the combined voting power of any holding company of which the Company becomes a wholly-owned
                                            direct or indirect subsidiary following such ownership change; or



 






     


     


    

 


		(ii)	Board Majority Change:
                                            as the result of any cash tender or exchange offer, merger or other business combination
                                            or transaction, including a transaction described in Section 1(g)(i), (iii) or (iv) of this
                                            Plan, or any combination of the foregoing transactions (a “Transaction”),
                                            individuals who as of the date that is ninety (90) days preceding the date of the Transaction,
                                            constitute the members of the Board (the "Incumbent Directors") cease
                                            for any reason other than due to (A)  death or
                                            (B) disability or mandatory retirement, as determined in accordance
                                            with applicable Company personnel policies, to constitute at least a majority of the
                                            members of the Board, provided that any director who was nominated for election or was elected
                                            with the approval of at least a majority of the members of the Board who are at the time
                                            Incumbent Directors will be considered an Incumbent Director unless such individual’s
                                            initial assumption of office occurs as a result of an actual or threatened election contest
                                            with respect to the election or removal of directors or other actual or threatened solicitation
                                            of proxies or consents by or on behalf of a person other than the Board; or



 


		(iii)	Merger or Acquisition:
                                            the Company will have merged into or consolidated with another corporation, or merged another
                                            corporation into the Company, on a basis whereby less than fifty percent (50%) of the total
                                            voting power of the surviving corporation is represented by shares held by stockholders of
                                            the Company immediately prior to such merger or consolidation; or



 


		(iv)	Asset Disposition: the
                                            consummation of a sale or disposition by the Company of all or substantially all of the Company’s
                                            assets, other than a sale or disposition if the holders of the voting securities of the Company
                                            outstanding immediately prior thereto hold securities immediately thereafter which represent
                                            more than a majority of the combined voting power of the voting securities of the acquirer,
                                            or parent of the acquirer, of such assets.



 


		(g)	"Code" means the Internal
                                            Revenue Code of 1986, as amended.



 


		(h)	"Company" means NuScale Power
                                            Corporation, and any successor thereto which assumes and agrees to perform this Plan by operation
                                            of law, or otherwise.



 


		(i)	"Compensation" means the
                                            greater of (a) the sum of Executive’s Base Salary plus Target Bonus determined
                                            immediately prior to the date on which a Change in Control occurs, or(b) the sum of Executive’s
                                            Base Salary plus Target Bonus determined immediately prior to the date of the Qualifying
                                            Termination.



 






    -2- 


     


    

 


		(j)	"Compensation Committee"
                                            means the Organization and Compensation Committee of the Board.



 


		(k)	"Equity Plan" means any equity-compensation
                                            plan maintained by the Company or a Subsidiary under which Executive received equity-based
                                            awards, such as stock options, restricted stock units, performance units or restricted stock.



 


		(l)	"Good Reason" means that
                                            within the six (6) month period preceding the Executive's termination, one or more of the
                                            following conditions arose and the Executive notified the Company of such condition within
                                            90 days of its occurrence and the Company did not remedy such condition within 30 days:



 


		(i)	a material diminution of Executive’s
                                            aggregate compensation (including, without limitation, Base Salary, or annual bonus opportunity);



 


		(ii)	a material diminution of Executive’s
                                            authority, duties or responsibilities1;



 


		(iii)	a material diminution of the budget
                                            over which Executive retains authority; or



 


		(iv)	any other action or inaction that constitutes
                                            a material breach by the Company of the agreement under which Executive provides services
                                            (e.g., failure of successor to assume this Plan or breach of same);



 


		(m)	"IRS" means the Internal
                                            Revenue Service.



 


		(n)	"Qualifying Termination Within 2 Years
                                            of Change of Control" means any termination of Executive’s employment with
                                            the Company or any Affiliate that is a "Separation from Service" (within the meaning
                                            of section 409A of the Code and Treasury Regulation § 1.409A-1(h)(3) (or any successor
                                            regulations or guidance thereto)) that occurs within two (2) years after the date upon which
                                            a Change in Control occurs by reason of (a) Executive’s involuntary termination of
                                            employment without Cause or (b) Executive’s resignation from employment for Good Reason.



 


		(o)	"Subsidiary" means any entity
                                            in which the Company, directly or indirectly, possesses 50% or more of the total combined
                                            voting power of all classes of its stock.



 


		(p)	"Target Bonus" means Executive’s
                                            target incentive award opportunity under the Annual Incentive Plan in effect for the year
                                            with respect to which the target bonus amount is being determined or, if no such plan is
                                            then in effect, for the last year in which such a plan was in effect.



 


		(q)	"Waiver and Release" means
                                            a legal document, substantially in the form attached hereto as Attachment A, in which
                                            Executive, in exchange for severance benefits described in Section 2, among other things,
                                            releases the Company, its Subsidiaries and their Affiliates, their respective directors,
                                            officers, employees and agents, and their respective employee benefit plans and the fiduciaries
                                            and agents of said plans from liability and damages in any way related to Executive’s
                                            employment with or separation from the Company.



 





 






1 “a material diminution of
Executive’s authority, duties or responsibilities; provided, however, that an event that causes Executive to have an additional
layer of reporting but does not otherwise affect Executive’s position shall not be considered a material diminution of Executive’s
authority, duties or responsibilities for purposes of this definition.”


 






    -3- 


     


    

 


		(r)	"Welfare Benefit Coverage"
                                            means each of the group medical, dental and vision benefit coverages provided by the Company
                                            in which Executive and Executive’s eligible dependents, if any, are participating immediately
                                            preceding the date of Executive’s Qualifying Termination.



 


SECTION 2: SEVERANCE BENEFITS


 


If a NuScale Executive experiences a Qualifying
Termination [section 1(n) ], then, subject to the Waiver and Release requirement in Section 2(i) below, Executive will be entitled to
receive, as additional compensation for services rendered to the Company (including its Subsidiaries and Affiliates), the following severance
benefits:


 


		(a)	Cash Severance Amount: A lump sum cash
                                            payment of 100-150% of base pay made to Executive, subject to applicable withholding for
                                            income and employment taxes. The subject amount is dependent on the level of the Executive
                                            as defined the Change in Control Policy. Such cash severance payment will be paid by the
                                            sixtieth (60th) day following Executive’s Qualifying Termination, but only if the Waiver
                                            and Release described in Section 2(i) has been timely executed and returned and the Waiver
                                            and Release Revocation Period has expired.



 


		(b)	Accrued Obligations: Executive will
                                            be entitled to payment of all accrued Base Salary, accrued time off and any other accrued
                                            and unpaid obligations as of the date of the Qualifying Termination. Such accrued obligations
                                            will be paid in a lump sum, subject to applicable withholding for income and employment taxes,
                                            as soon as practicable following the date of Executive’s Qualifying Termination in
                                            accordance with the Company’s normal payroll policies and practices.



 


		(c)	Pro-Rated Earned Bonus: Unless the
                                            provisions of Section 3 (regarding the successor’s failure to assume the Annual Incentive
                                            Plan) apply, Executive will be entitled to payment of the Bonus earned in accordance with
                                            the terms of the Annual Incentive Plan as acted on by the Compensation Committee during the
                                            Company’s fiscal year of the Qualifying Termination. Such Bonus will be pro-rated as
                                            a fraction of twelve (12) for full or partial months worked by Executive for the Company
                                            during such fiscal year and will be paid to Executive, at the time and in the same manner
                                            specified in the Annual Incentive Plan.



 


		(d)	Welfare Benefit Coverage: Executive
                                            will be entitled to continued Welfare Benefit Coverage on the same basis as similarly situated
                                            active executives of the Company for Executive and his or her eligible dependents as defined
                                            the Change of Control Policy. Executive and his or her covered dependents, if any, will be
                                            required to pay on an after-tax basis that portion of the premium cost paid by similarly
                                            situated executives for active employee coverage to retain such coverages and the Company
                                            paid portion of the premium for such coverages will be imputed as income and reported as
                                            wages to Executive. In all other respects Executive and his or her dependents will be treated
                                            the same as other participants under the terms of such plans. The Welfare Benefit Coverage
                                            provided to Executive and his or her dependents pursuant to this Section 2(d) will run concurrently
                                            with any coverage available to Executive and such dependents are entitled to elect under
                                            the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"),
                                            and Executive and such dependents will be provided with notice of their COBRA rights, if
                                            any, within 30 days of termination.



 






    -4- 


     


    

 


		(e)	Outplacement: Executive will be entitled
                                            to reimbursement of any expenses reasonably incurred by Executive during the twelve (12)
                                            month period following Executive’s Qualifying Termination for outplacement services
                                            in an amount up to twenty-five thousand dollars ($25,000). Reimbursement of such expenses
                                            will be made upon Executive’s substantiation of such outplacement expenses; provided,
                                            however, that in no event will reimbursement be made later than March 15 of the year
                                            following the year in which Executive incurs the substantiated expenses.



 


		(f)	Payment of Legal Expenses. Executive
                                            will be entitled to reimbursement of any legal expenses reasonably incurred by Executive
                                            in order to obtain benefits under this Plan; provided, that, the payment of such expenses
                                            is subject to an arms-length, bona fide dispute as to Executive's right to such benefits.
                                            Such reimbursements will be made on a regular, periodic basis upon Executive’s substantiation
                                            of such legal expenses; provided, however, that in no event will reimbursement be
                                            made later than March 15 of the year following the year in which Executive incurs the expenses
                                            unless Executive is a “Specified Employee” within the meaning of section 409A
                                            of the Code and it is determined that reimbursement of such expenses is being made by reason
                                            of Executive’s "Separation from Service" (within the meaning of section 409A
                                            of the Code and Treasury Regulation § 1.409A-1(h)(3) (or any successor regulations or
                                            guidance thereto) in which case reimbursement of such expenses will not be made before the
                                            day that is six (6) months and one (1) day following Executive’s Separation from Service.
                                            The amount of legal expenses eligible for reimbursement under this Section 2(f) during a
                                            taxable year may not affect the legal expenses eligible for reimbursement in any other taxable
                                            year and the right to reimbursement under this Section 2(f) is not subject to liquidation
                                            or exchange for another benefit.



 


The pendency of a claim by the Company
that a claim or defense of Executive is frivolous or otherwise lacking merit will not excuse the Company from making periodic payments
of legal expenses pursuant to this Section 2(f) until a final determination is made regarding the validity of Executive’s claim.
In the event that a final determination is made that a claim asserted by Executive was frivolous, the portion of such expenses incurred
by Executive as a result of such frivolous claim will become Executive’s sole responsibility and any funds advanced by the Company
will be repaid to the Company. Any failure by the Company to satisfy any of its obligations under this Section 2(f) will not limit the
rights of Executive hereunder. Subject to the foregoing, Executive will have the status of a general unsecured creditor of the Company
and will have no right to, or security interest in, any assets of the Company or any Subsidiary or Affiliate.


 


		(g)	Equity Compensation Adjustments. Unless
                                            the provisions of Section 3 (regarding the successor’s failure to assume the Equity
                                            Plan) apply, upon a Qualifying Termination in conjunction with a Change in Control, (i) any
                                            equity-based compensation awards, other than performance-based equity awards, granted to
                                            Executive by the Company under an Equity Plan prior to such termination that are outstanding
                                            will, to the extent that the terms of the Equity Plan and its associated award agreements
                                            do not provide for the immediate vesting, exercisability and/or settlement of such awards,
                                            fully vest, and (ii) any performance-based equity awards will be paid to Employee at 100%
                                            of the target value for such award, subject to the requirements of section 409A of the Code
                                            to the extent applicable.



 






    -5- 


     


    

 


		(h)	Executive will not be entitled to any new-equity
                                            based compensation awards following the date of his or her Qualifying Termination.



 


		(i)	Retention Awards. Unless the provisions
                                            of Section 3 apply (regarding the successor’s failure to assume the retention awards),
                                            upon a Qualifying Termination any outstanding retention awards granted to Executive which
                                            are outstanding will become immediately vested and settled pursuant to their terms, subject
                                            to the requirements of section 409A of the Code, to the extent applicable.



 


		(j)	Waiver and Release Requirement. Payment
                                            of the benefits under this Section 2 is subject to Executive’s timely execution and
                                            return of the Waiver and Release to the Company, without subsequent revocation during the
                                            seven (7)-day period following such execution date (the "Waiver and Release Revocation
                                            Period"), as provided in this Section 2(i). Executive will have fifty (50) days
                                            following (i) his or her Qualifying Termination date to consider, execute and return the
                                            Waiver and Release to the Company and will then have the right to revoke the Waiver and Release
                                            during the Waiver and Release Revocation Period. If Executive fails to timely execute and
                                            return the Waiver and Release to the Company or revokes such Waiver and Release during the
                                            Waiver and Release Revocation Period, then Executive will forfeit, and will not be entitled
                                            to, any of the benefits described in this Section 2 (other than the amounts described in
                                            Section 2(b)).



 


SECTION 3: TARGET BONUS PAYMENT, RETENTION AWARDS AND EQUITY CASHOUT


 


In the event that the successor to the Company
does not assume the Annual Incentive Plan, and irrespective of whether Executive incurs a Qualifying Termination, Executive will be entitled
to receive a lump sum cash payment in an amount equal to the Target Bonus in effect at the time of the Change in Control, subject to
applicable withholding for income and employment taxes. Such Target Bonus will be paid within five (5) business days following the date
of the Change in Control. In the event the successor to the Company does not assume any outstanding retention awards as of the date of
the Change in Control, then such awards will become immediately fully vested and settled at the time of such Change in Control, subject
to the requirements of section 409A of the Code to the extent applicable. In the event the successor to the Company does not assume the
Equity Plan or grant comparable awards in substitution of the outstanding awards under the Equity Plan as of the date of the Change in
Control, then any equity-based compensation awards granted to Executive by the Company under Equity Plan and outstanding as of the date
of the Change in Control, other than performance-based equity awards, will become immediately fully vested and/or exercisable and will
no longer be subject to a substantial risk of forfeiture or restrictions on transferability, other than those imposed by applicable legislative
or regulatory requirements, including the provisions of section 409A of the Code to the extent applicable. In the event the successor
to the Company does not assume any outstanding retention awards as of the date of the Change in Control, any performance-based equity
compensation awards granted to Executive by the Company under the Equity Plan and outstanding as of the date of the Change in Control
will become fully vested at a rate determined under the Equity Plan as if the target performance measures were met and will be settled
at the time of such Change in Control, subject to applicable legislative or regulatory requirements, including the provisions of section
409A of the Code to the extent applicable.


 






    -6- 


     


    

 


SECTION 4: SECTION 280G


 


		(a)	Adjustment for 280G Excise
                                            Tax. In the event payments to Executive pursuant to this Plan (when considered with all
                                            other payments made to Executive as a result of a Change in Control that are subject to section
                                            280G of the Code) (the amount of all such payments, collectively, the "Parachute
                                            Payment") results in Executive becoming liable for the payment of any excise taxes
                                            pursuant to section 4999 of the Code, together with any interest or penalties with respect
                                            to such excise tax ("280G Excise Tax"), then the Company will automatically
                                            reduce (the “Reduction”) Executive’s Parachute Payment to the minimum
                                            extent necessary to prevent the Parachute Payment (after the Reduction) from being subject
                                            to the Excise Tax, but only if, by reason of the Reduction, the after-tax benefit of the
                                            reduced Parachute Payment exceeds the after-tax benefit if such Reduction were not made.
                                            If the after-tax benefit of the reduced Parachute Payment does not exceed the after-tax benefit
                                            if the Parachute Payment is not reduced, then the Reduction will not apply. If the Reduction
                                            is applicable, the Parachute Payment will be reduced in such a manner that provides Executive
                                            with the best economic benefit and, to the extent any portions of the Parachute Payment are
                                            economically equivalent with each other, each will be reduced pro rata.



 


		(b)	Determination of Adjustment. All
                                            determinations required to be made under Section 4(a), including the after-tax benefit and
                                            calculation of the Reduction, will be made by a nationally recognized certified public accounting
                                            firm that is selected by the Company(the “Accounting Firm”), which may
                                            be the Company’s independent auditors. In the event that the Accounting Firm is serving
                                            as accountant or auditor for the individual, entity or group effecting the Change in Control
                                            or the Accounting Firm declines or is unable to serve, Executive will appoint another nationally
                                            recognized certified public accounting firm, which is reasonably agreed to by the Company,
                                            to make the determinations required hereunder (which accounting firm will then be referred
                                            to as the Accounting Firm hereunder). In the event that the Accounting Firm determines that
                                            no Excise Tax is payable by Executive, either with or without application of the Reduction
                                            under Section 4(a), then the Accounting Firm will furnish Executive with a written opinion
                                            that failure to report the Excise Tax on Executive’s applicable federal income tax
                                            return would not result in the imposition of a negligence or similar penalty. If the Reduction
                                            is applicable, the Company will provide Executive with a written summary of the portions
                                            of the Parachute Payment that will be reduced. All fees and expenses of the Accounting Firm
                                            will be borne solely by the Company. All determinations by the Accounting Firm made under
                                            this Section 4(b) will be binding upon the Company and Executive.



 


SECTION 5: CONFIDENTIALITY


 


Executive acknowledges that pursuant to this
Plan, the Company agrees to provide Executive Confidential Information regarding the Company and the Company’s business and
has previously provided him or her other such Confidential Information. In return for this and other consideration, provided under
this Plan, Executive agrees that he or she will not, while employed by the Company and thereafter, disclose or make available to any
other person or entity, or use for his or her own personal gain, any Confidential Information, except for such disclosures as
required in the performance of Executive’s duties hereunder as may otherwise be required by law or legal process (in which
case Executive will notify the Company of such legal or judicial proceeding as soon as practicable following Executive’s
receipt of notice of such a proceeding, and permit the Company to seek to protect its interests and information). For purposes of
this Plan, "Confidential Information" means any and all information, data and knowledge that has been created,
discovered, developed or otherwise become known to the Company or any of its Affiliates, Subsidiaries or ventures or in which
property rights have been assigned or otherwise conveyed to the Company or any of its Affiliates, Subsidiaries or ventures, which
information, data or knowledge has commercial value in the business in which the Company is engaged, except such information, data
or knowledge as is or becomes known to the public without violation of the terms of this Plan. By way of illustration, but not
limitation, Confidential Information includes business trade secrets, secrets concerning the Company’s plans and strategies,
nonpublic information concerning material market opportunities, technical trade secrets, processes, formulas, know-how,
improvements, discoveries, developments, designs, inventions, techniques, marketing plans, manuals, records of research, reports,
memoranda, computer software, strategies, forecasts, new products, unpublished financial information, projections, licenses, prices,
costs, and employee, customer and supplier lists or parts thereof.


 






    -7- 


     


    

 


SECTION 6: RETURN OF PROPERTY


 


Executive agrees that at the time of leaving
the Company’s employ, Executive will deliver to the Company (and will not keep in Executive’s possession, recreate or deliver
to anyone else) all Confidential Information as well as all other devices, records, data, notes, reports, proposals, lists, correspondence,
specifications, drawings, blueprints, sketches, materials, equipment, customer or client lists or information, or any other documents
or property (including all reproductions of the aforementioned items) belonging to the Company or any of its Affiliates, Subsidiaries
or ventures, regardless of whether such items were prepared by Executive.


 


SECTION 7: NON-SOLICITATION AND NON-COMPETITION AND NONDISPARAGEMENT


 


		(a)	Non-Solicitation. In return for the
                                            consideration provided under this Plan, including, but not limited to the Company’s
                                            agreement to provide Executive with Confidential Information (as defined in Section 6) regarding
                                            the Company and the Company’s business, Executive agrees that while employed by the
                                            Company and for one (1) year following a Qualifying Termination Executive will not, without
                                            the prior written consent of the Company, directly or indirectly, (i) hire or induce, entice
                                            or solicit (or attempt to induce, entice or solicit) any employee of the Company or any of
                                            its Subsidiaries, Affiliates or ventures to leave the employment of the Company or any of
                                            its Subsidiaries, Affiliates or ventures or (ii) solicit or attempt to solicit the business
                                            of any customer or acquisition prospect of the Company or any of its Affiliates or ventures
                                            with whom Executive had any actual contact while employed at the Company.



 


		(b)	Non-Competition. Additionally, in return
                                            for the consideration provided under this Plan, including, but not limited to the Company’s
                                            agreement to provide Executive with Confidential Information regarding the Company and the
                                            Company’s business, Executive agrees that while employed by the Company and for one
                                            (1) year following a Qualifying Termination Executive will not, without the prior written
                                            consent of the Company, acting alone or in conjunction with others, either directly or indirectly,
                                            engage in any business that is in competition with the Company or accept employment with
                                            or render services to such a business as an officer, agent, employee, independent contractor
                                            or consultant, or otherwise engage in activities that are in competition with the Company.



 


		(c)	Geographic Restrictions. The restrictions
                                            contained in this Section 8 are limited to the geographic areas in which Executive performed
                                            duties on behalf of the Company or about which Executive possessed Confidential Information
                                            during the twelve (12) months prior to Executive’s Qualifying Termination.



 


		(d)	Nondisparagement. Executive agrees
                                            that Executive will not disparage the Company, the Board, the Company’s executives,
                                            the Company’s employees and the Company’s products or services during the term
                                            of this Plan and thereafter. The Company likewise agrees that it will not disparage Executive
                                            during the term of this Plan and thereafter. For purposes of this Section 8(d), disparagement
                                            does not include (i) compliance with legal process or subpoenas to the extent only truthful
                                            statements are rendered in such compliance attempt, (ii) statements in response to an inquiry
                                            from a court or regulatory body, or (iii) statements or comments in rebuttal of media stories.



 






    -8- 


     


    

 


		(e)	Forfeiture Provision. If Executive
                                            violates any of the covenants and restrictions contained in this Section 8 or the confidentiality
                                            provisions of Section 6, Executive must pay to the Company the full amount of the severance
                                            benefits received by Executive pursuant to Section 2 (other than Section 2(b)) or such lesser
                                            amount as determined to be the maximum reasonable and enforceable amount by a court or arbitrator.
                                            The provisions of this Section 8(e) are in addition to any forfeiture provisions of other
                                            Company plans, programs or agreements applicable to Executive. Executive specifically recognizes
                                            and affirms that this Section 8 is a material part of this Plan without which the Company
                                            would not have entered into this Plan. Executive further covenants and agrees that if all
                                            or any part or application of this Section 8 is held or found invalid or unenforceable for
                                            any reason whatsoever by a court of competent jurisdiction or arbitrator in an action between
                                            Executive and the Company, then Executive will promptly pay to the Company the amount of
                                            the severance benefits received by Executive pursuant to Section 2, or such lesser amount
                                            as is determined to be the maximum reasonable and enforceable amount by a court or arbitrator,
                                            as applicable.



 


		(f)	Reasonableness of Restrictions.
                                            Executive acknowledges that these restrictive covenants under this Plan, for which Executive
                                            received valuable consideration from the Company as provided in this Plan, including, but
                                            not limited to the Company’s agreement to provide Executive with Confidential Information
                                            regarding the Company and the Company’s business are ancillary to otherwise enforceable
                                            provisions of this Plan that the consideration provided by the Company gives rise to the
                                            Company’s interest in restraining Executive from competing and that the restrictive
                                            covenants are designed to enforce Executive’s consideration or return promises under
                                            this Plan. Additionally, Executive acknowledges that these restrictive covenants contain
                                            limitations as to time, geographical area, and scope of activity to be restrained that are
                                            reasonable and do not impose a greater restraint than is necessary to protect the goodwill
                                            or other legitimate business interests of the Company, including, but not limited to, the
                                            Company’s need to protect its Confidential Information.



 


		(g)	Enforcement and Remedies. Should a
                                            court of competent jurisdiction or arbitrator find that the restrictive covenants are unreasonable,
                                            Executive and the Company agree that the court or arbitrator will revise the restrictive
                                            covenants to restrict Executive’s activities for the maximum period, scope or geographic
                                            area permitted by law. Because Executive’s services are unique and due to Executive’s
                                            receipt of the Confidential Information, Executive and the Company agree that the Company
                                            would suffer imminent, irreparable harm from a breach of this Section 8 as well as the non-disclosure
                                            provisions of Section 6 and monetary damages would not provide an adequate remedy for a breach
                                            of Sections 6  and 8. Therefore, in the event of
                                            a breach or threatened breach, the Company is entitled to specific performance, injunctive
                                            relief and/or equitable relief from a court of competent jurisdiction in order to enforce
                                            this Plan and prevent a breach of Sections 6 and 8 of this Plan.



 






    -9- 


     


    

 


SECTION 7: CONFLICTS WITH OTHER PLANS AND/OR AGREEMENTS


 


In the event that Executive becomes entitled
to benefits under a prior or subsequent agreement or plan pertaining to Executive’s employment by the Company or any Subsidiary
or Affiliate (other than this Plan) or the benefits to which Executive is entitled as a result of such employment and such benefits conflict
with the terms of this Plan, Executive will receive the greater and more favorable of each of the benefits provided under either this
Plan or such other agreement or benefits, on an individual benefit basis, provided, however, that any such other conflicting payment
is payable under its terms in the same calendar year and in the same form as the corresponding benefit payable under this Plan.


 


SECTION 8: LITIGATION ASSISTANCE


 


Executive agrees to assist the Company with
any litigation matters related to the Company or any of its Subsidiaries or Affiliates as may be reasonably requested by the
Company’s Chief Legal Officer following the date of Executive’s Qualifying Termination. The Company will reimburse
Executive for any reasonable travel or other business expenses incurred in connection with providing such assistance and
cooperation. Executive will provide such services as an independent contractor and such services will be limited solely to those
matters with which Executive is suitably experienced and knowledgeable by reason of Executive’s education, training,
background and prior employment with the Company. The Company and Executive agree to work out reasonable accommodations for the
provision of such assistance so that it does not unreasonably interfere with any of Executive’s personal affairs, business
endeavors or future employment. The Company and Executive agree that the services provided by Executive under this Section 11, if
any, will not exceed twenty percent (20%) of the average level of bona fide services performed by Executive (whether as an employee
or an independent contractor of the Company) over the thirty-six (36) month period (or the full period of services to the Company if
Executive has been providing services to the Company for less than thirty-six (36) months) immediately preceding Executive’s
Qualifying Termination date.


 


SECTION 9: PRIOR AGREEMENTS/MODIFICATION


 


This Plan contains the entire agreement between
the parties with respect to the subject matter hereof and supersedes all prior agreements, plans or understandings, whether written or
oral, between the parties with respect thereto. This Plan may be amended by an agreement in writing signed by the parties hereto; provided,
however, that, in addition, (i) Executive’s Compensation may be increased at any time by the Company without in any way affecting
any of the other terms and conditions of this Plan which in all other respects will remain in full force and effect, (ii) the Company
may amend this Plan upon written notice to Executive in order to comply with or minimize the adverse impact of changes in the law (including,
without limitation, the avoidance of new regulatory requirements applicable to welfare benefits), provided that the economic benefits
of this Plan as so amended are maintained to the extent reasonably practicable and (iii) the Company may amend this Plan without the
consent of Executive upon written notice to Executive, provided that the amendment is not effective until at least one year after it
is communicated to Executive and a Change in Control has not occurred prior to the effective date of the amendment. The provisions of
this Plan will be binding upon, and will inure to the benefit of, the respective heirs, legal representatives and successors of the parties
hereto. Executive represents to the Company that he or she is not a party to any agreement or subject to any legal restriction that would
prevent him or her from fulfilling his or her duties hereunder.


 






    -10- 


     


    

 


SECTION 10: 409A


 


It is the intent of the parties that the provisions
of this Plan comply with, or satisfy an exemption from, section 409A of the Code, as specified below. Accordingly, the parties intend
that this Plan be interpreted and operated consistent with such requirements of section 409A in order to avoid the application of penalty
taxes under section 409A to the extent reasonably practicable. The Company will neither cause nor permit: (a) any payment, benefit or
consideration to be substituted for a benefit that is payable under this Plan if such action would result in the failure of any amount
that is subject to section 409A of the Code to comply with the applicable requirements of section 409A of the Code; or (b) any adjustments
to any equity interest to be made in a manner that would result in the equity interest becoming subject to section 409A of the Code unless,
after such adjustment, the equity interest is in compliance with the requirements of section 409A of the Code to the extent applicable.


 


Notwithstanding any provision of this Plan to
the contrary, if Executive is a “Specified Employee” within the meaning of section 409A of the Code as of Executive’s
Qualifying Termination date, then any amounts or benefits which are payable under this Plan upon Executive’s "Separation from
Service" (within the meaning of section 409A), other than due to death, which are subject to the provisions of section 409A and
not otherwise excluded under section 409A, and would otherwise be payable during the first six (6)-month period following such Separation
from Service, will be paid on the day that is (a) six (6) months and one (1) day after the date after Executive’s Qualifying Termination
date or (b) follows Executive’s date of death, if earlier.


 


The cash severance benefits in Section 2(a),
the accrued obligations under Section 2(b), the pro-rata earned bonus under Section 2(c), the welfare benefit coverage under Section
2(d), the outplacement services under Section 2(e) and the Target Bonus payout under Section 3 are excluded from section 409A. The legal
expense provision under Section 2(f) (and the welfare benefit coverage under Section 2(d) if deemed to be subject to section 409A) are
intended to qualify as eligible reimbursement arrangements under Treasury Regulation § 1.409A-3(i)(1)(iv) and will be reimbursed
in accordance with the requirements of such regulation such that any reimbursements will be deemed payable at a specified time or on
a fixed schedule relative to a permissible payment event. The equity compensation provided pursuant to Section 2(g) and retention awards
provided pursuant to Section 2(h) are subject to section 409A of the Code to the extent provided under the applicable Equity Plan or
retention award agreement, as applicable.


 


SECTION 11: APPLICABLE LAW


 


The validity, interpretation, construction and
performance of this Plan will be governed by and construed in accordance with the substantive laws of the State of Oregon, including
the Oregon statute of limitations, but without giving effect to the principles of conflict of laws of such State.


 


SECTION 12: SEVERABILITY


 


If a court of competent jurisdiction determines
that any provision of this Plan is invalid or unenforceable, then the invalidity or unenforceability of that provision will not affect
the validity or enforceability of any other provision of this Plan and all other provisions will remain in full force and effect.


 






    -11- 


     


    

 





SECTION 13: WITHHOLDING OF TAXES


 


The Company may withhold from any benefits payable
under this Plan all federal, state, city or other taxes as may be required pursuant to any law or governmental regulation or ruling.


 


SECTION 14: NO EMPLOYMENT AGREEMENT


 


Nothing in this Plan changes the at will nature
of Executive’s employment, nor will it give Executive any rights to (or impose any obligations for) continued employment by the
Company (or any Affiliate or Subsidiary) or successor thereto, nor will it give the Company any rights (or impose any obligations) with
respect to continued performance of duties by Executive for the Company (or any Affiliate or Subsidiary) or successor thereto.


 


SECTION 15: NO ASSIGNMENT


 


Executive’s right to receive payments or
benefits hereunder will not be assignable or transferable, whether by pledge, creation of a security interest or otherwise, whether voluntary,
involuntary, by operation of law or otherwise, other than a transfer by will or by the laws of descent or distribution, and in the event
of any attempted assignment or transfer contrary to this Section 18, the Company will have no liability to pay any amount so attempted
to be assigned or transferred.


 


SECTION 16: SUCCESSORS


 


This Plan will inure to the benefit of and be
enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees
and legatees.


 


This Plan will be binding upon and inure to the
benefit of the Company, its successors and assigns (including, without limitation, any company into or with which the Company may merge
or consolidate). The Company agrees that it will not effectuate the sale or other disposition of all or substantially all of its assets
unless either (a) the person or entity acquiring such assets or a substantial portion thereof will expressly assume by an instrument
in writing all duties and obligations of the Company hereunder or (b) the Company will provide, through the establishment of a separate
reserve therefor, for the payment in full of all amounts which are or may reasonably be expected to become payable to Executive hereunder.


 


SECTION 17: DEATH


 


In the event of Executive’s death
while employed hereunder, Executive’s beneficiary (or such other person(s) specified by will, Executive estate planning
documents, or applicable laws of descent and distribution) shall receive a lump sum payment within forty-five (45) days of
Executive's death equal to (i) any earned and unpaid Base Salary, (ii) Executive's accrued and unused vacation, and (iii)
Executive's Annual Incentive Bonus to which Executive would have been entitled, prorated to the date of Executive’s death. In
addition, the Company shall pay 100% of the COBRA premium for up to 18 months of continuation coverage under the Company's group
health plan for the Executive's surviving spouse and any dependent children, provided they were covered under the Company's group
health plan on the date of Executive's death and timely elect COBRA continuation coverage. Notwithstanding the foregoing, the COBRA
subsidy shall terminate and the Company shall have no further obligation upon the earlier of (i) the date COBRA coverage terminates,
and (ii) the date such subsidy may, in the Company's discretion, violate the nondiscrimination rules of or result in the imposition
of penalties under the Affordable Care Act and the regulations and guidance promulgated thereunder or any other applicable law.
Notwithstanding the provision in Section 11.e, any options granted to Executive pursuant to an Equity Incentive Plan shall, in the
event of Executive’s death while employed, be transferred to Executive’s beneficiary (or such other person(s) specified
by will, Executive estate planning documents, or applicable laws of descent and distribution). The Equity Incentive Plan then in
effect will control when and whether such options have vested and whether and how they may be exercised.


 






    -12- 


     


    

 


SECTION 18: PAYMENT OBLIGATIONS ABSOLUTE


 


Except for the requirement of Executive to execute
and return to the Company a Waiver and Release in accordance with Section 2, the Company’s obligation to pay (or cause one of its
Affiliates or Subsidiaries to pay) Executive the amounts and to make the arrangements provided herein will be absolute and unconditional
and will not be affected by any circumstances, including, without limitation, any set off, counter claim, recoupment, defense or other
right which the Company (including its Affiliates and Subsidiaries) may have against Executive or anyone else. All amounts payable by
the Company (including its Affiliates and Subsidiaries hereunder) will be paid without notice or demand. Executive will not be obligated
to seek other employment in mitigation of the amounts payable or arrangements made under any provision of this Plan, and, subject to
the restrictions in Section 8, the obtaining of any other employment will in no event affect any reduction of the Company’s obligations
to make (or cause to be made) the payments and arrangements required to be made under this Plan. Notwithstanding the foregoing, in the
event of a material restatement of the Company’s financial results, or as otherwise required by law, the Board or a Board committee
will evaluate the circumstances and may, in its discretion, recover from Employee the portion of any performance-based compensation earned
by that Employee during the fiscal periods materially affected by the restatement that would not have been earned had performance been
measured on the basis of the restated results, regardless of fault.


 


SECTION 19: DISPUTE RESOLUTION


 


	 	a.	Mediation. In the event of any dispute or claim arising out of, in connection with,
  or related to this Plan, the parties shall first meet and confer in good faith to fairly and equitably resolve the dispute. Such meeting
  shall occur within seven days of the date of notice implementing this dispute resolution process. If the parties cannot resolve the
  issue within 10 days following such meeting, then they shall mediate the matter within 30 days after their meeting, under the auspices
  of Arbitration Service of Portland ("ASP"), or if that entity fails or declines to serve, such other similar
  service or organization as agreed by the parties to this Plan.




 


	 	b.	Arbitration. Should the parties be unable to resolve any such dispute through such
  mediation, they agree that binding arbitration shall be the exclusive remedy for any such claim or dispute. Any arbitration shall be
  conducted through ASP in Portland, Oregon, using a single arbitrator agreed upon by the parties, or if the parties are unable to agree
  on an arbitrator, selected by the parties alternatively striking names off a list of seven arbitrators provided by ASP. Such arbitration
  shall be conducted under the employment arbitration rules of ASP. Advance costs of the arbitration shall be divided equally between
  the parties. If the arbitrator finds, based on all the facts and circumstances, that the conduct of or the claims made by a party were
  unreasonable or substantially without merit, the prevailing party shall be entitled to recover its reasonable attorney’s fees
  and expenses (including expert witness fees) incurred in connection with the arbitration and any subsequent litigation, together with
  the costs of the arbitration, from the party asserting unreasonable or meritless claims, in addition to all other remedies provided
  in law or in equity. Judgment on the arbitration award may be entered by any court of competent jurisdiction. Should any party to this
  Plan institute any legal action or administrative proceeding against the other with respect to any Claim or arbitrable dispute related
  to this Plan without first engaging in binding arbitration as provided herein, the responding party shall be entitled to recover from
  the initiating party all damages, costs, expenses, and attorney’s fees incurred as a result of that breach.




 






    -13- 


     


    

 


SECTION 20: TERM


 


The term of this Plan will commence on the Effective Date and will
end on the last day of the two (2) year period following a Change in Control; provided, however, that if, prior to a Change in
Control, Executive ceases for any reason to be an employee of the Company, then the term will, without further action, expire, and this
Plan will terminate, as of such termination date; provided, further, that if Executive exercises his or her rights under this Plan prior
to the end of the two (2) year period following a Change in Control, this Plan will continue for so long as any actions are being taken
by Executive, within the terms of the Plan, to enforce his or her rights hereunder.


 


SECTION 21: COUNTERPARTS


 


This Plan may be executed in counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


 


NUSCALE
POWER CORPORATION


 


Approval
Documentation


 


	 	Name/Title	 	Signature	 	Date
	Preparer	Carl Britsch	 	/s/ Carl Britsch                      	 	Digitally signed by Carl Britsch 	 	 
	 	 	 	 	 	Date: 2022.03.07

    09:10:14 -08'00'	 	 
	Approver	John Hopkins	 	/s/ John Hopkins                   	 	John Hopkins

    2022.03.07 15:16:17

    -08'00'	 	 



 






    -14- 


     


    

 


	 	ATTACHMENT

  A



 


WAIVER AND RELEASE


 


In exchange for the payment to me of the Severance
Benefits described in Section 2 of the Change in Control Plan between NuScale Power Corporation and me effective as of _________, 20__
(the "Plan"), which I understand is incorporated herein by reference, and of other remuneration and consideration provided
for in the Plan (the "Separation Benefits"), which is in addition to any remuneration or benefits to which I am already
entitled, I agree to waive all of my claims against and release (i) NuScale Power Corporation and its predecessors, successors and assigns
(collectively referred to as the "Company"), (ii) all of the affiliates (including all parent companies and all wholly
or partially owned subsidiaries) of the Company and their directors, officers, employees, agents, insurers, predecessors, successors
and assigns (collectively referred to as the "Affiliates"), and (iii) the Company’s and its Affiliates’
employee benefit plans and the fiduciaries and agents of said plans (collectively referred to as the "Benefit Plans")
from any and all claims, demands, actions, liabilities and damages arising out of or relating in any way to my employment with or separation
from employment with the Company and its Affiliates other than amounts due pursuant to Section 2 or Section 3 of the Plan and rights
and benefits I am entitled to under the Benefit Plans. (The Company, its Affiliates and the Benefit Plans are sometimes hereinafter collectively
referred to as the "Released Parties.")


 


I understand that signing this Waiver and
Release is an important legal act. I acknowledge that I am hereby advised in writing to consult an attorney before signing this Waiver
and Release. I understand that, in order to be eligible for the Separation Benefits, I must sign (and return to the Company) this Waiver
and Release. I acknowledge that I have been given at least [21] days to consider whether to accept the Separation Benefits and therefore
execute this Waiver and Release.


 


In exchange for the payment to me of the Separation
Benefits, (1) I agree not to pursue a legal claim in any local, state and/or federal court regarding or relating in any way to my employment
with or separation from employment with the Company and its Affiliates, and (2) I knowingly and voluntarily waive all claims and release
the Released Parties from any and all claims, demands, actions, liabilities, and damages, whether known or unknown, arising out of or
relating in any way to my employment with or separation from employment with the Company and its Affiliates, except to the extent that
my rights are vested under the terms of any employee benefit plans sponsored by the Company and its Affiliates and except with respect
to such rights or claims as may arise after the date this Waiver and Release is executed.


 


This Waiver and Release includes, but is not
limited to, claims and causes of action under: Title VII of the Civil Rights Act of 1964, as amended; the Age Discrimination in Employment
Act of 1967, as amended, including the Older Workers Benefit Protection Act of 1990; the Civil Rights Act of 1866, as amended; the Civil
Rights Act of 1991; the Americans with Disabilities Act of 1990; the Workers Adjustment and Retraining Notification Act of 1988; the
Pregnancy Discrimination Act of 1978; the Employee Retirement Income Security Act of 1974, as amended; the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended; the Family and Medical Leave Act of 1993; the Fair Labor Standards Act; the Occupational Safety
and Health Act; the Oregon Bureau of Labor and Industry (BOLI) regulation, claims in connection with workers’ compensation, retaliation
or "whistle blower" statutes; and/or contract, tort, defamation, slander, wrongful termination or any other state or federal
regulatory, statutory or common law.


 






    -15- 


     


    

 


Notwithstanding the above, I further acknowledge
that I am not waiving and am not being required to waive any right that cannot be waived under law (including, without limitation, the
right to file an administrative charge or participate in an administrative investigation or proceeding); provided that I disclaim and
waive any right to share or participate in any monetary award resulting from the prosecution of such charge or investigation or proceeding.


 


Further, I expressly represent that no promise
or agreement which is not expressed in this Waiver and Release has been made to me in executing this Waiver and Release, and that I am
relying on my own judgment in executing this Waiver and Release, and that I am not relying on any statement or representation of the
Company or its Affiliates or any of their agents. I agree that this Waiver and Release is valid, fair, adequate and reasonable, is made
with my full knowledge and consent, was not procured through fraud, duress or mistake and has not had the effect of misleading, misinforming
or failing to inform me. I acknowledge and agree that the Company will withhold the minimum amount of any taxes required by federal or
state law from the Separation Benefits otherwise payable to me.


 


Notwithstanding the foregoing, I do not release
and expressly retain (a) all rights to indemnity, contribution, and defense, and directors and officers and other liability coverage
that I may have under any statute, the bylaws of the Company or by other agreement; and (b) the right to any, unpaid reasonable business
expenses and any accrued benefits payable under any Company welfare plan or tax-qualified plan.


 


I acknowledge that payment of the Separation
Benefits is not an admission by any one or more of the Released Parties that they engaged in any wrongful or unlawful act or that they
violated any federal or state law or regulation. I acknowledge that neither the Company nor its Affiliates has promised me continued
employment or represented to me that I will be rehired in the future. I acknowledge that my employer and I contemplate an unequivocal,
complete and final dissolution of my employment relationship. I acknowledge that this Waiver and Release does not create any right on
my part to be rehired by the Company or its Affiliates, and I hereby waive any right to future employment by the Company or its Affiliates.


 


I understand that for a period of seven (7) calendar
days following the date that I sign this Waiver and Release, I may revoke my acceptance of this Waiver and Release, provided that my
written statement of revocation is received on or before that seventh day by [Name and/or Title], [address], in which case the
Waiver and Release will not become effective. If I timely revoke my acceptance of this Waiver and Release, the Company will have no obligation
to provide the Separation Benefits to me. I understand that failure to revoke my acceptance of the offer within seven (7) calendar days
from the date I sign this Waiver and Release will result in this Waiver and Release being permanent and irrevocable.


 


Should any of the provisions set forth in this
Waiver and Release be determined to be invalid by a court, agency or other tribunal of competent jurisdiction, it is agreed that such
determination will not affect the enforceability of other provisions of this Waiver and Release. I acknowledge that this Waiver and Release
sets forth the entire understanding and agreement between me and the Company and its Affiliates concerning the subject matter of this
Waiver and Release and supersede any prior or contemporaneous oral and/or written agreements or representations, if any, between me and
the Company or its Affiliates.


 






    -16- 


     


    

 


I acknowledge that I have read this Waiver and
Release, have had an opportunity to ask questions and have it explained to me, am signing this Waiver and Release knowingly and voluntarily
and with the advice of any attorney I have retained to advise me with respect to it, and that I understand that this Waiver and Release
will have the effect of knowingly and voluntarily waiving any action I might pursue, including breach of contract, personal injury, retaliation,
discrimination on the basis of race, age, sex, national origin, or disability and any other claims arising prior to the date of this
Waiver and Release.


 


I represent that I am not aware of any claim
by me other than the claims that are released in this Waiver and Release. By execution of this document, I do not waive or release or
otherwise relinquish any legal rights I may have which are attributable to or arise out of acts, omissions, or events of the Company
or its Affiliates which occur after the date of the execution of this Waiver and Release.


 


	 	 
	Executive’s Signature	 
	 	 
	 	 
	 	 
	Executive’s Printed Name	 
	 	 
	 	 
	Date	 




 






    -17-