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SEC Filings
10-K
TERRAFORM POWER, INC. filed this Form 10-K on 07/21/2017
Entire Document
 

The following table presents information regarding outstanding RSUs as of December 31, 2016 and changes during the year then ended:
 
 
Number of RSUs Outstanding
 
Aggregate Intrinsic Value (in millions)
 
Weighted Average Remaining
Contractual Life (In Years)
Balance at January 1, 2016
 
3,208,394

 
 
 
 
Granted
 
439,595

 
 
 
 
Converted
 
(488,076
)
 
 
 
 
Forfeited
 
(1,536,960
)
 
 
 
 
Balance as of December 31, 2016
 
1,622,953

 
20.8

 
1.1

As of December 31, 2016, $15.1 million of total unrecognized compensation cost related to RSUs is expected to be recognized over a weighted average period of approximately 1.8 years. The weighted average fair value of RSUs on the date of grant was $11.61 and $20.60 for the years ended December 31, 2016 and 2015, respectively.

On August 11, 2016, the Company awarded 128,272 RSUs to certain employees of SunEdison and certain employees and executive officers of TerraForm Global, Inc. and the Company. These are time-based awards which will vest on the following schedule: 25% after one year, 25% after two years, and 50% after three years. The grant-date fair value of these awards was $1.6 million, which was calculated based on the Company's closing stock price on the date of grant, and will be recognized as compensation cost by SunEdison and the Company on a straight-line basis over the three year service period.

On March 1, 2016, the Company awarded 87,660 RSUs to certain employees and executive officers of SunEdison, TerraForm Global, Inc. and the Company. These are time-based awards which will vest on the following schedule: 25% after one year, 25% after two years, and 50% after three years. The grant-date fair value of these awards was $0.8 million, which was calculated based on the Company's closing stock price on the date of grant, and will be recognized as compensation cost by SunEdison and the Company on a straight-line basis over the three year service period.

The removal of the Company's prior Chief Financial Officer on November 20, 2015 resulted in the forfeiture of 106,250 RSUs as well as the immediate accelerated vesting of an additional 106,250 RSUs. The aforementioned termination resulted in a net increase to the Company's stock-based compensation expense for the year ended December 31, 2015 of $0.9 million.

On December 22 and 23, 2015, the Company awarded 1,264,880 RSUs to certain employees and executive officers of SunEdison, TerraForm Global, Inc. and the Company. These are time-based awards which will vest on the following schedule: 25% after one year, 25% after two years, and 50% after three years. The grant-date fair value of these awards was $15.7 million, which was calculated based on the Company's closing stock price on the date of grant, and will be recognized as compensation cost on a straight-line basis over the three year service period.

On March 10, 2015, the Company awarded 841,900 RSUs to certain employees and executive officers of SunEdison and the Company. These RSU awards are 80% performance-based and 20% time-based, which are vested at 25% per year over a four-year period. The grant-date fair value of the performance-based awards was $23.0 million, which was calculated based on the Company's stock price as of the date of grant since meeting the requisite performance conditions was considered probable as of this date. There are three performance tiers related to these awards with each tier representing 33% of the entire grant. Each of the performance tiers are based on dividend per share targets, as pre-determined and approved by the Company's Board. If certain performance goals are not achieved, the first, second or third performance tiers are forfeited in its entirety. If certain performance goals are met by the first quarter of 2016, 2017, and 2018, as measured by the last twelve months, the first, second and third tier will vest at 50%, 75% or 100%. As the achievement of these performance metrics was not considered probable as of the fourth quarter of 2015, all previously recognized compensation expense for each tier of the award was reversed during the fourth quarter of 2015 and no compensation expense related to these awards was recognized during the year ended December 31, 2016. The grant-date fair value of the time-based awards was $5.8 million, which was calculated based on the Company's stock price as of the date of grant. Compensation expense related to these time-based awards is being recognized as on a straight-line basis over the requisite service periods of four years.



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