August 24, 2016
TerraForm Power, Inc.
7550 Wisconsin Avenue, 9th Floor
Bethesda, Maryland 20814
Re: Severance Protections and Compensation Terms
Dear Mr. Deschler:
TerraForm Power, Inc. (“TerraForm”) has selected you to receive special protections to encourage you to remain employed by SunEdison, Inc. or a subsidiary thereof (together, “SunEdison”) or, as may become applicable, TerraForm or a subsidiary thereof. This letter sets forth our agreement with respect to (i) TerraForm’s agreement to employ you at-will if your employment with SunEdison is terminated under certain circumstances, (ii) the severance protections that TerraForm will provide for you if you become its employee, (iii) salary compensation with respect to 2016 that TerraForm will provide to you should you cease employment with SunEdison and become a TerraForm employee, and (iv) bonus compensation effective January 1, 2016 that TerraForm will provide to you regardless of whether you remain employed with SunEdison or become employed with TerraForm at any time. “Cause” and other capitalized terms used but not defined herein have the meanings
assigned to them in the TerraForm Power, Inc. 2014 Second Amended and Restated Long-Term Incentive Plan.
1. Your Employment and Severance Protection
(a) SunEdison Termination. If, prior to the first anniversary of the date of this letter agreement, SunEdison terminates your employment without Cause or you resign from SunEdison for Good Reason, TerraForm shall offer you employment as of the effective date of such termination and your employment shall be transferred to TerraForm as of that date, provided you consent to such transfer. Such employment shall be at-will, and pursuant to the terms set forth in Section 2 below. For purposes of this letter, “Good Reason” means (i) any action by the company that then employs you that results in a material adverse change in your reporting relationship, authority, duties or responsibilities; provided, however, that the fact that your employer has become a subsidiary of another company or that the securities of your employer are no longer publicly traded, shall not be taken into account when determining whether a material adverse change in your authority, duties or responsibilities has occurred; (ii) any material reduction in your base salary or any materially adverse change in the percentage of your base salary used to determine your annual bonus opportunity (where a “material reduction” or “materially adverse change” would be a reduction of the relevant compensation or percentage by 10% or more); or (iii) your employer requires you to be based (excluding temporary assignments and business travel) at any office or location that is more than 50 miles distant from your base office or work location immediately prior to relocation, except if such new location is closer to your residence at the time such requirement is imposed. Notwithstanding the occurrence of any such event or circumstance, such occurrence shall not be deemed to constitute Good Reason unless (x) you give your employer the notice of termination no more than 90 days after the initial existence of such event or circumstance, (y) such event or circumstance has not been fully corrected within 30 days of your employer’s receipt of such notice and (z) the date of termination occurs within 30 days following the end of the correction period if the Good Reason has not been corrected.
(b) TerraForm Severance and Effect of Transfer. If, with your consent, your employment is transferred to or you otherwise accept a position with TerraForm, you will not be eligible to receive any