ceg-20211231x10kxexh1011






      CONSTELLATION NON-EMPLOYEE DIRECTORS’ DEFERRED STOCK UNIT PROGRAM  Effective February 1, 2022    1. Effective Date; Purpose. This Constellation Non-Employee Directors’ Deferred Stock Unit Program  (the “Program”) shall be effective as of the date on which shares of Common Stock (as defined below) are  distributed to the stockholders of Exelon Corporation (“Exelon,” and such date, the “Effective Date”)  pursuant to the Separation Agreement between Constellation Energy Corporation, a Pennsylvania  corporation (the “Company”), and Exelon, entered into in connection with such distribution (the  “Separation Agreement,” and such transactions contemplated by the Separation Agreement, the “Spin- Off”). The purpose of this Program is to set forth certain provisions which shall be deemed a part of, and  govern, equity compensation awards granted by the Company on or after the Effective Date to non- employee directors of the Company pursuant to the Constellation Energy Corporation 2022 Long-Term  Incentive Plan (the “Plan”), including any such awards granted in substitution of awards that were granted  by Exelon prior to the Spin-Off under its equity compensation plans (an “Exelon Plan”), pursuant to the  Employee Matters Agreement between the Company and Exelon, entered into in connection with the  Spin-Off (the “Employee Matters Agreement”).   2. Definitions. Except as otherwise defined herein, the defined terms used in this Program shall have  the meanings set forth below or in the Plan:   “Account” means the Company’s record established pursuant to Section 5, which reflects the  number of Units credited to a Participant under the Program.  “Beneficiary” means the person(s) designated by a Participant to receive any benefits payable  under this Program after the Participant’s death. The Company’s Secretary shall provide a form for this  purpose. If the Participant is not survived by a designated Beneficiary, the Participant’s Beneficiary shall  be the Participant’s executor, administrator, legal representative or similar person. If one or more  Beneficiaries survive the Participant, but all designated Beneficiaries die before the entire balance payable  under this Program has been distributed, any remaining balance shall be paid to the estate of the last  surviving Beneficiary.  A Participant may change his or her Beneficiary designation at any time until his or  her death by filing a written Beneficiary Designation Form with the Secretary, in the manner specified by  the Secretary.  “Board” means the Board of Directors of the Company.  “Code” means the Internal Revenue Code of 1986, as amended.  “Committee” means the Corporate Governance Committee of the Board, or such other  Committee appointed by the Board or, if no such Committee is currently appointed, the Secretary of the  Company.  “Common Stock” means the common stock of the Company.  “Company” means Constellation Energy Corporation and any successor thereto.  “Director” means a member of the Board who is not an employee of the Company or any of its  subsidiaries or other entities controlling or controlled by it.  “Dividend Date” means the date on which any quarterly dividend declared by the Board on the  Common Stock is paid to shareholders.   





 






  2    “Dividend Equivalent” means an amount determined by multiplying the number of Units credited  to a Participant’s Account on the record date for the payment of a dividend on the Common Stock, by (i)  the per share amount of a cash dividend, (ii) the per share Fair Market Value of any stock dividend, or (iii)  the per share fair market value (as determined by the Committee) of any dividend in consideration other  than cash or Common Stock, paid by the Company on its Common Stock with respect to such dividend  record date.  “Fair Market Value” of Common Stock means the closing sales price thereof on the national  securities exchange or quotation service through which the Common Stock is listed or traded on the day  on which Fair Market Value is being determined. In the event that there are no Common Stock  transactions on the national securities exchange or quotation service through which the Common Stock  is listed or traded on such day, the Fair Market Value will be determined as of the immediately preceding  day on which there were Common Stock transactions.  “Participant” means any Director who is eligible to participate in the Program under Section 4. An  individual shall remain a Participant until that individual has received full distribution of any amount  credited to the Participant’s Account.  “Separates from Service” or “Separation from Service” means the Director’s termination of  service as a member of the Board (and the board of directors of all subsidiaries, if applicable) for any  reason other than death. A Separation from Service shall be determined in accordance with Section 409A  of the Code and shall be deemed to have occurred when the Director’s service to the Company ceases,  without reference to any compensation continuation arrangement that may be applicable.  “Unit” means a Deferred Stock Unit as defined in the Plan.  “Unit Value” means, at any time, unless otherwise specified in the Program, the value of each  Unit granted under the Program, which value shall be equal to the Fair Market Value of a share of Common  Stock on such date.  3. Administration.  Awards granted to Participants under this Program shall be administered by the  Committee, which shall have full power and authority to interpret the Program, to prescribe, amend and  rescind any rules, forms and procedures as it deems necessary or appropriate for the proper  administration and to make any other determinations, including factual determinations, and take such  other actions as it deems necessary or advisable in carrying out its duties under the Program. All decisions  and determinations by the Committee shall be final and binding on other persons having or claiming an  interest hereunder.   4. Participation. Each Director of the Company shall become a Participant in the Program on the  later of (i) the Effective Date or (ii) the date such individual first becomes a Director.  In connection with  the Spin-Off and pursuant to the terms of the Employee Matters Agreement, each Constellation Director,  as defined in the Employee Matters Agreement, who was participating in the Exelon Corporation Non- Employee Directors’ Deferred Stock Unit Program (the “Exelon Program”) as of immediately prior to the  Spin-Off shall automatically become a Participant in the Program as of the Effective Date.  5. Award of Units.  5.1  Award of Units. The Committee will determine an annual value that shall be used for  calculating the total number of Units awarded to Participants (the “Annual Award Value”). On the last  day of each calendar quarter, each Participant who is a Director on that date shall be granted an award of  a number of Units equal to one-quarter of the Annual Award Value divided by the Fair Market Value of a  





 






  3    share of Common Stock. The Fair Market Value shall be the closing price of the Common Stock on the  Dividend Date occurring during such calendar quarter or if no dividend is paid during such calendar  quarter, the closing price of the Common Stock on the 10th day of the last month of such calendar quarter.  Such awarded Units shall be credited to each Participant’s Account as specified in Section 5.3 below. The  Board may review the Annual Award Value under this Section 5.1 periodically and amend the Program to  adjust such award if and to the extent appropriate. For any Participant who was not a director for any part  of a calendar quarter, the award shall be prorated accordingly.  5.2  Dividend Equivalents. From the date of grant of each Unit to a Participant until the  Participant’s Account has been fully distributed, the Company shall credit to each Participant’s Account  on each Dividend Date, a number of Units equal to (i) the Dividend Equivalent for such dividend payment  date, divided by (ii) the Fair Market Value of a share of Common Stock on such Dividend Date. If Units are  awarded under Section 5.1 and this Section 5.2 as of the same date, the award under this Section 5.2 shall  be determined before any Units are credited to a Participant’s Account under Section 5.1.  5.3  Accounts. The Company shall keep records to reflect the number of Units credited to each  Participant hereunder; provided, however, that (i) this Program shall be unfunded, (ii) the Company shall  not be required to establish any special or separate fund or to make any other segregation of assets to  assure redemption of Units granted under this Program, and (iii) no Participant or any other person shall  under any circumstances acquire any property interest in any specific assets of the Company. Fractional  Units shall accumulate in the Participant’s Account and shall be added together to create whole Units.  Nothing contained in this Program and no action taken pursuant hereto shall create or be construed to  create a fiduciary relationship between the Company and any Participant or any other person. To the  extent that any person acquires a right to receive payment from the Company hereunder, such right shall  be no greater than the right of any unsecured general creditor of the Company.  5.4 Adjustments. In the event of any equity restructuring, change in corporate capitalization,  corporate transaction or change in control, the number of Units credited to Participants’ Accounts shall  be appropriately adjusted by the Committee as set forth in Sections 6.8 and 6.9 of the Plan. Any  adjustments determined by the Committee shall be final, binding and conclusive. If and to the extent that  any such change in the number of shares of Common Stock outstanding is effected solely by application  of a mathematical formula (e.g., a 2-for-1 stock split), the adjustment described in this Section 5.4 shall  be made and shall occur automatically by application of such formula, without further action by the  Committee.  5.5 Spin-Off. As of the Effective Date, (a) any then-outstanding deferred stock units granted  under an Exelon Plan to any Constellation Director, as defined in the Employee Matters Agreement, shall  be replaced with a grant of Units in accordance with the terms of the Employee Matters Agreement, (b)  the Company and the Program shall assume all liabilities under the Exelon Program for any benefits under  such program of all Constellation Directors who participated in the Exelon Program immediately prior to  the Spin-Off, and (c) such benefits shall be administered and paid under the terms of this Program. All  elections made by such Constellation Directors under the Exelon Program with respect to any period prior  to the Effective Date shall continue to apply and shall be administered under this Program.  6. Events Requiring Redemption of Units.  6.1  Separation from Service.  (a)  Timing. The Units credited to a Participant’s Account shall be distributed to the  Participant in, or beginning in, the month of April of the year next beginning after the occurrence  of one of the following distribution events selected by the Participant and submitted in  





 






  4    accordance with procedures established by the Company (a “Stock Distribution Election Form”):  (i) the Participant’s Separation from Service; (ii) the Participant’s 65th birthday; or (iii) the  Participant’s 72nd birthday.   (b) Method of Payment. Distributions shall be paid in a lump sum payment or in  annual installments over a period of up to 10 years, as the Participant shall direct in his or her  Stock Distribution Election Form. For purposes of Section 409A of the Code, a series of annual  installments shall be considered a single payment.  If a Participant elects to receive installments,  Dividend Equivalents will be credited to such Participant’s Account in accordance with Section 5  until the full amount of the Participant’s Account has been distributed. Each installment payment  shall include shares of Common Stock equal to the largest number of whole Units determined by  dividing the Participant’s total Account balance as of such payment date by the number of  payments remaining in the installment period, and the last such installment shall also include cash  in an amount equal to the Unit Value of any remaining fractional Unit. In the event a Participant  who has elected a distribution event based on his or her 65th or 72nd birthday continues to serve  as a Director after the date such distributions commence, then in the year prior to the year in  which such distributions commence, such Director shall file a new Stock Distribution Election  Form governing any amounts credited to his or her Account after the date such distributions  commence. If the Director does not file such new Stock Distribution Election Form, then the  Director shall be deemed to have elected to receive a lump sum distribution of any such amounts  upon the Director’s Separation from Service.  (c) Form of Payment. All distributions shall be paid in the form of whole shares of  Common Stock and cash in an amount equal to the Unit Value of any remaining fractional Unit.   (d)  Timing of Elections. If a Director is a Participant as of the Effective Date, such  Director’s election or deemed election in effect as of the Effective Date under the Company’s prior  equity compensation plan shall remain in effect under the Program. Each Director who is not a  Participant as of the Effective Date must submit a Stock Distribution Election Form not later than  30 days after the date on which such Director first becomes eligible to participate in the Program.  If a Director does not submit a Stock Distribution Election Form during this period, then such  Director shall be deemed to have elected to receive his or her Account balance in the form of a  lump sum payable upon the Director’s Separation from Service.  (e)  Changes to Elections. A Participant may elect to change the time and/or method  of his or her distributions payable under the Program in accordance with procedures prescribed  by the Committee; provided that, in accordance with Section 409A of the Code, any such change  in a distribution election (i) shall not be effective until 12 months after it is submitted to the  Committee, (ii) must be submitted to the Committee at least 12 months prior to the date on which  such distributions were previously scheduled to commence, and (iii) must provide for  distributions to commence at least five years after the date on which such distributions were  previously scheduled to commence.    6.2  Death. If a Participant dies before any Units credited to his or her Account have been  distributed in accordance with Section 6.1, whether death occurs before or after a Separation from  Service, the Company shall distribute all Units credited to the Participant’s Account as of the date of his  or her death and distribute to the Participant’s Beneficiary as soon as practicable, in a single distribution,  shares of Common Stock equal to the number of whole Units credited to the Participant’s Account as of  the date of his or her death and cash in an amount equal to the Unit Value of any remaining fractional  Unit.  





 






  5    6.3  Common Stock for Redemption of Units. Distributed shares shall be made from the pool  of shares available for awards as set forth in the Plan.  7. Miscellaneous.  7.1  No Rights as Shareholder. No Participant shall have any rights as a shareholder of the  Company, including the right to any cash dividends, or the right to vote, as a result of the grant to the  Participant, or the Participant’s holding of, any Units.  7.2  No Rights to Continued Service. Nothing in this Program, and no action taken pursuant  hereto, shall affect the Participant’s term of service as a Director.  7.3  Amendment of Program. The terms of this Program may be amended, suspended, or  terminated at any time by the Committee or the Board (or their respective delegates), provided that, the  Secretary of the Company may amend the Program to comply with applicable law, to make administrative  changes or to carry out directives of the Board or the Committee.  7.4 Incompetents. If the Committee shall find that any person to whom any distribution or  payment is payable under this Program is unable to care for his or her affairs because of illness or accident,  or is a minor (unless a prior claim therefor shall have been made by a duly appointed guardian, committee  or other legal representative), any distribution or payment due  may be paid to the spouse, a child, a  parent, or a brother or sister, or to any person deemed by the Committee to have incurred expense for  such person otherwise entitled to payment, in such manner and proportions as the Committee may  determine. Any such distribution or payment shall be a complete discharge of the liabilities of the  Company under this Program.  7.5 Compliance with Section 409A of the Code. This Program is intended to comply with the  provisions of Section 409A of the Code and shall be interpreted and construed accordingly. The Company  shall have the discretion and authority to amend the Program at any time to satisfy any requirements of  Section 409A of the Code or guidance provided by the U.S. Treasury Department to the extent applicable  to the Program.  7.6  Binding Effect. This Program shall be binding upon and inure to the benefit of the  Company, its successors and assigns and the Participant and his or her heirs, executors, administrators  and legal representatives.  7.7  Governing Law. This Program and each Award granted hereunder shall be construed in  accordance with, and governed by, the law of the Commonwealth of Pennsylvania to the extent not  preempted by applicable federal law.  7.8 Interpretation.  In the event of any conflicting terms between this Program and the Plan,  the terms of the Plan shall control.    * * *  277095475v.3