ceg-20211231x10kxexh1023






    Page 1 of 8    Constellation 2022 Long-Term Incentive Plan  Restricted Stock Unit   Award Notice  [Name of Participant]  You have been granted a restricted stock unit award with respect to shares of Common Stock,  without par value, of Constellation Energy Corporation, a Pennsylvania corporation (the  “Company”), pursuant to the terms and conditions of the Constellation 2022 Long-Term Incentive  Plan (the “Plan”) and the Restricted Stock Unit Award Agreement (together with this Award  Notice, the “Agreement”).  The Restricted Stock Unit Award Agreement is attached, and the Plan  and the Restricted Stock Unit Award Agreement have been made available to you on the Plan’s  administrative service provider’s website.  Capitalized terms not defined herein shall have the  meanings specified in the Plan or the Agreement.  Number of Shares Subject to Award  (based on the dollar value of your target  award divided by the closing price of one  share of Common Stock on the Grant  Date, rounded up to the nearest whole  share):      [●] shares, subject to adjustment as  set forth in the Agreement and the  Plan.  Grant Date:  [●]  Vesting Schedule: Except as otherwise  provided in the Plan, the Agreement or  any other agreement between the  Company or any of its Subsidiaries and the  Participant, the Award shall vest as  follows, provided that you remain an  Employee from the Grant Date through  the respective vesting date(s).   This Award shall vest in full on the [●]  anniversary of the Grant Date.    CONSTELLATION ENERGY CORPORATION      By:      Name:  [________]  Title:  [________]     





 






    Page 2 of 8    Constellation 2022 Long-Term Incentive Plan  Restricted Stock Unit Award Agreement  Constellation Energy Corporation, a Pennsylvania corporation (the “Company”), hereby  grants to the individual (the “Participant”) named in the award notice attached hereto (the  “Award Notice”) as of the date set forth in the Award Notice (the “Grant Date”), pursuant to the  provisions of the Constellation 2022 Long-Term Incentive Plan (the “Plan”), a restricted stock unit  award (the “Award”) with respect to the number of shares of the Company’s Common Stock,  without par value (“Stock”), set forth in the Award Notice, upon and subject to the restrictions,  terms and conditions set forth in the Plan and this agreement (the “Agreement”).  Capitalized  terms not defined herein shall have the meanings specified in the Plan.   Award Subject to Acceptance of Agreement.  The Award shall be subject  to the terms of this Agreement, and shall be deemed to be accepted by the Participant unless  the Participant declines the Award in writing within 90 days after the Grant Date.   Rights as a Stockholder.  The Participant shall not be entitled to any  privileges of ownership with respect to the shares of Stock subject to the Award unless and until,  and only to the extent, such shares become vested pursuant to Section 3 hereof and the  Participant becomes a stockholder of record with respect to such shares.  As of each date on  which the Company pays a regular cash dividend to record owners of shares of Common Stock  (each, a “Dividend Payment Date”), the number of shares of Common Stock that are subject to  the Award shall be increased by (i) the product of the total number of shares of Common Stock  that are subject to the Award immediately prior to the record date for such Dividend Payment  Date, but that have not been issued pursuant to Section 4 as of such record date, multiplied by  the dollar amount of the cash dividend paid per share of Common Stock, divided by (ii) the Fair  Market Value of a share of Common Stock on such Dividend Payment Date.  Such additional  Restricted Stock Units shall be subject to all of the terms and conditions of the Award, including  the vesting conditions set forth in the Award Notice.   Restriction Period and Vesting.   Service-Based Vesting Condition.  Except as otherwise provided in this  Section 3, the Award shall vest in accordance with the vesting schedule set forth in the Award  Notice.  The period of time prior to the full vesting of the Award shall be referred to herein as the  “Restriction Period.”   Termination of Employment.  (a) Termination of Employment Due to Death or Disability.  If the Participant’s  employment with the Company and the Subsidiaries terminates prior to the end of the  Restriction Period by reason of the Participant’s death or Disability, and such Participant has not  breached his or her obligations to the Company or any of its affiliates under any Restrictive  Covenant, then the Award shall be 100% vested upon such termination of employment.    





 






    Page 3 of 8    (b) Termination of Employment Due to Involuntary Termination Without  Cause.  If the Participant’s employment with the Company and the Subsidiaries terminates prior  to the end of the Restriction Period by reason of the Company’s involuntary termination of the  Participant’s employment other than for Cause (or by the Participant for “good reason”, if  applicable under, and as defined in, an executive severance plan in which such Participant  participates), and such Participant timely executes a waiver and release provided by the Company  and has not breached or threatened to breach his or her obligations to the Company or any of its  affiliates under any Restrictive Covenant, then the Award shall become vested on a pro-rated  basis as of the termination date based on the number of elapsed days in the Restriction Period  as of the termination date divided by the total number of days in the Restriction Period (less any  shares already vested), and the remaining shares subject to the Award shall be forfeited.  (c) Termination of Employment for Any Other Reason.  If the Participant’s  employment with the Company and the Subsidiaries terminates prior to the end of the  Restriction Period for any reason other than those specified in paragraphs (a) or (b) above, or if  Participant breaches or threatens to breach his or her obligations under any Restrictive Covenant  or fails to timely execute a waiver and release as required by the Company, then the Award shall  be immediately and automatically forfeited by the Participant and cancelled by the Company.   Change in Control.  In the event of a Change in Control, the Board may, in  its discretion:  (i) require that the Restriction Period shall lapse in full or in part; (ii) require that  shares of capital stock of the company resulting from such Change in Control, or the parent  corporation thereof, be substituted for some or all of the shares of Stock subject to the Award,  with an appropriate and equitable adjustment to the Award as determined by the Board; and/or  (iii) require outstanding Awards, in whole or in part, to be surrendered to the Company by the  Participant, and to be immediately cancelled by the Company, and to provide for the Participant  to receive (A) a cash payment in an amount equal to the number of shares of Stock then subject  to the portion of the Award surrendered, to the extent the Restriction Period has lapsed or will  lapse pursuant to clause (i) of this Section 3.3, multiplied by the Fair Market Value of a share of  Stock as of the date of the Change in Control; (B) shares of capital stock of the corporation  resulting from such Change in Control, or a parent corporation thereof, having a Fair Market  Value not less than the amount determined in clause (iii)(A) of this Section 3.3; or (C) a  combination of a payment of cash pursuant to clause (iii)(A) of this Section 3.3 and the issuance  of shares pursuant to clause (iii)(B) of this Section 3.3.     





 






    Page 4 of 8     Definitions.  (a) Cause.  For purposes of this Award, “Cause” shall mean (A) with respect to  a Participant whose position is at least salary band E09 (or its post-Spin-Off equivalent), the  meaning of such term as defined in the Constellation Senior Management Severance Plan as in  effect from time to time, or any successor plan thereto, or (B) with respect to any other  Participant, the meaning of such term as defined in the Constellation Severance Benefit Plan as  in effect from time to time, or any successor plan thereto, regardless of whether Participant is  eligible to participate in such plan.  (b) Disability.  For purposes of this Award, “Disability” shall have the meaning  specified in any long-term disability plan maintained by the Company in which Participant is  eligible to participate; provided that a Disability shall not be deemed to have occurred until the  Company and the Subsidiaries have terminated Participant’s employment in connection with  such disability, and Participant has commenced the receipt of long-term disability benefits under  such plan.  If Participant is not eligible to participate in a long-term disability plan maintained by  the Company, then Disability means a termination of Participant’s employment by the Company  and the Subsidiaries due to the inability of Participant to perform the essential functions of  Participant’s position, with or without reasonable accommodation, for a continuous period of at  least twelve months, as determined solely by the Committee.  (c) Restrictive Covenant.  For purposes of this Award, “Restrictive Covenant”  shall mean any non-competition, non-solicitation, confidentiality, intellectual property or other  restrictive covenant to which Participant is subject, required as a condition to receipt of this  Award or contained in any other agreement between Participant and the Company or any of its  affiliates.  (d) Spin-Off.  For purposes of this Award, “Spin-Off” means the distribution of  shares of common stock of the Company to the stockholders of Exelon Corporation as of February  1, 2022 pursuant to the Separation Agreement between the Company and Exelon Corporation,  entered into in connection with such distribution.   Issuance or Delivery of Shares.  Subject to Section 7.12 and except as  otherwise provided for herein, within 60 days after the vesting of the Award, the Company shall  issue or deliver, subject to the conditions of this Agreement, the vested shares of Stock to the  Participant.  Such issuance or delivery shall be evidenced by the appropriate entry on the books  of the Company or of a duly authorized transfer agent of the Company.  The Company shall pay  all original issue or transfer taxes and all fees and expenses incident to such issuance or delivery,  except as otherwise provided in Section 7.  Prior to the issuance to the Participant of the shares  of Stock subject to the Award, the Participant shall have no direct or secured claim in any specific  assets of the Company or in such shares of Stock and will have the status of a general unsecured  creditor of the Company.  





 






    Page 5 of 8     Clawback of Proceeds.   Clawback of Proceeds.  If Participant breaches his or her obligations to the  Company or any Subsidiary under a Restrictive Covenant, each restricted stock unit held by  Participant shall be cancelled as of the date on which the Participant first breached such  Restrictive Covenant, and the Company thereafter may require the repayment of any amounts  received by Participant after such date in connection with the Award, in accordance with  Section 1.8 of the Plan.  In addition, the Award and any Shares issued pursuant to the Award shall  be subject to clawback pursuant to the Clawback Policy contained in the Company’s Corporate  Governance Principles, as in effect from time to time, including any amendments thereto or new  clawback policies required under the Dodd-Frank Wall Street Reform and Consumer Protection  Act and implementing applicable stock exchange listing standards or rules and regulations  thereunder, or as otherwise required by law or regulation.   Right of Setoff.  The Participant agrees that by accepting the Award the  Participant authorizes the Company and its affiliates, to the extent permitted under Section 409A  of the Code, to deduct any amount or amounts owed by the Participant pursuant to this Section 5  from any amounts payable by or on behalf of the Company or any affiliate to the Participant,  including, without limitation, any amount payable to the Participant as salary, wages, vacation  pay, bonus or the vesting or settlement of the Award or any stock-based award.  This right of  setoff shall not be an exclusive remedy and the Company’s or an affiliate’s election not to exercise  this right of setoff with respect to any amount payable to the Participant shall not constitute a  waiver of this right of setoff with respect to any other amount payable to the Participant or any  other remedy.   Transfer Restrictions and Investment Representation.   Nontransferability of Award.  The Award may not be transferred by the  Participant other than by will or the laws of descent and distribution.  Except to the extent  permitted by the foregoing sentence, the Award may not be sold, transferred, assigned, pledged,  hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise)  or be subject to execution, attachment or similar process.  Upon any attempt to so sell, transfer,  assign, pledge, hypothecate, encumber or otherwise dispose of the Award, the Award and all  rights hereunder shall immediately become null and void.   Investment Representation.  The Participant hereby covenants that (a) any  sale of any share of Stock acquired upon the vesting of the Award shall be made either pursuant  to an effective registration statement under the Securities Act of 1933, as amended (the  “Securities Act”), and any applicable state securities laws, or pursuant to an exemption from  registration under the Securities Act and such state securities laws and (b) the Participant shall  comply with all regulations and requirements of any regulatory authority having control of or  supervision over the issuance of the shares and, in connection therewith, shall execute any  documents which the Committee shall in its sole discretion deem necessary or advisable.  





 






    Page 6 of 8     Additional Terms and Conditions of Award.   Withholding Taxes.  As a condition precedent to the issuance or delivery of  the Stock upon the vesting of the Award, at the Company’s discretion either (i) the Participant  shall pay to the Company such amount as the Company (or an affiliate) determines is required,  under all applicable federal, state, local, foreign or other laws or regulations, to be withheld and  paid over as income or other withholding taxes (the “Required Tax Payments”) with respect to  the Award or (ii) the Company or an affiliate may, in its discretion, deduct any Required Tax  Payments from any amount then or thereafter payable by the Company or an affiliate to the  Participant, which may include the withholding of whole shares of Stock which would otherwise  be delivered to the Participant having an aggregate Fair Market Value, determined as of the date  on which such withholding obligation arises, equal to the Required Tax Payments, in either case  in accordance with such terms, conditions and procedures that may be prescribed by the  Company.  Shares of Stock withheld may not have a Fair Market Value in excess of the amount  determined by applying the maximum individual statutory tax rate in the Participant’s  jurisdiction; provided that the Company shall be permitted to limit the number of shares so  withheld to a lesser number if necessary, as determined by the Company, to avoid adverse  accounting consequences or for administrative convenience; provided, however, that if a fraction  of a share of Stock would be required to satisfy the maximum individual statutory rate in the  Participant’s jurisdiction, then such fraction of a share of Stock shall be disregarded and the  remaining amount due shall be paid in cash by the Participant or withheld in fractional form, as  determined by the Committee.  No certificate representing a share of Stock shall be delivered  until the Required Tax Payments have been satisfied in full.  Any determination by the Company  with respect to the withholding of shares of Stock to satisfy the Required Tax Payments shall be  made by the Committee if the Participant is subject to Section 16 of the Exchange Act.   Compliance with Applicable Law.  The Award is subject to the condition  that if the listing, registration or qualification of the shares of Stock subject to the Award upon  any securities exchange or under any law, or the consent or approval of any governmental body,  or the taking of any other action is necessary or desirable as a condition of, or in connection with,  the delivery of shares hereunder, the shares of Stock subject to the Award shall not be delivered,  in whole or in part, unless such listing, registration, qualification, consent, approval or other  action shall have been effected or obtained, free of any conditions not acceptable to the  Company.  The Company agrees to use reasonable efforts to effect or obtain any such listing,  registration, qualification, consent, approval or other action.   Award Confers No Rights to Continued Employment.  In no event shall the  granting of the Award or its acceptance by the Participant, or any provision of the Agreement or  the Plan, give or be deemed to give the Participant any right to continued employment by the  Company, any Subsidiary or any affiliate of the Company or affect in any manner the right of the  Company, any Subsidiary or any affiliate of the Company to terminate the employment of any  person at any time.     Decisions of Board or Committee.  The Board or the Committee shall have  the right to resolve all questions which may arise in connection with the Award.  Any  





 






    Page 7 of 8    interpretation, determination or other action made or taken by the Board or the Committee  regarding the Plan or this Agreement shall be final, binding and conclusive.   Successors.  This Agreement shall be binding upon and inure to the benefit  of any successor or successors of the Company and any person or persons who shall, upon the  death of the Participant, acquire any rights hereunder in accordance with this Agreement or the  Plan.   Notices.  All notices, requests or other communications provided for in this  Agreement shall be made, if to the Company, to Constellation Energy Corporation, [●], Attn:  [●]1,  and if to the Participant, to the last known mailing address of the Participant contained in the  records of the Company.  All notices, requests or other communications provided for in this  Agreement shall be made in writing either (a) by personal delivery, (b) by facsimile or electronic  mail with confirmation of receipt, (c) by mailing in the United States mails or (d) by express  courier service.  The notice, request or other communication shall be deemed to be received  upon personal delivery, upon confirmation of receipt of facsimile or electronic mail transmission  or upon receipt by the party entitled thereto if by United States mail or express courier service;  provided, however, that if a notice, request or other communication sent to the Company is not  received during regular business hours, it shall be deemed to be received on the next succeeding  business day of the Company.   Governing Law.  This Agreement, the Award and all determinations made  and actions taken pursuant hereto and thereto, to the extent not governed by the laws of the  United States, shall be governed by the laws of the Commonwealth of Pennsylvania and  construed in accordance therewith without giving effect to principles of conflicts of laws, and, to  the extent applicable, Section 409A of the Code.   Agreement Subject to the Plan.  This Agreement is subject to the provisions  of the Plan and shall be interpreted in accordance therewith.  In the event that the provisions of  this Agreement and the Plan conflict, the Plan shall control.  The Participant hereby acknowledges  receipt of a copy of the Plan.   Entire Agreement.  This Agreement and the Plan constitute the entire  agreement of the parties with respect to the subject matter hereof and supersede in their  entirety all prior undertakings and agreements of the Company and the Participant with respect  to the subject matter hereof, and may not be modified adversely to the Participant’s interest  except by means of a writing signed by the Company and the Participant.   Partial Invalidity.  The invalidity or unenforceability of any particular  provision of this Agreement shall not affect the other provisions hereof and this Agreement shall  be construed in all respects as if such invalid or unenforceable provision was omitted.   Amendment and Waiver.  The Company may amend the provisions of this  Agreement at any time; provided that an amendment that would adversely affect the    1 NTD: Confirm address and contact person.   





 






    Page 8 of 8    Participant’s rights under this Agreement shall be subject to the written consent of the  Participant.  No course of conduct or failure or delay in enforcing the provisions of this Agreement  shall affect the validity, binding effect or enforceability of this Agreement.   Compliance With Section 409A of the Code.  This Award is intended to be  exempt from or comply with Section 409A of the Code and shall be interpreted and construed  accordingly.  To the extent this Agreement provides for the Award to become vested and be  settled upon the Participant’s termination of employment, the applicable shares of Stock shall be  transferred to the Participant or his or her beneficiary upon the Participant’s “separation from  service,” within the meaning of Section 409A of the Code; provided that if the Participant is a  “specified employee,” within the meaning of Section 409A of the Code, then to the extent the  Award constitutes nonqualified deferred compensation, within the meaning of Section 409A of  the Code, such shares of Stock shall be transferred to the Participant or his or her beneficiary  upon the earlier to occur of (i) the six-month anniversary of such separation from service and  (ii) the date of the Participant’s death.      277690927v.2