December 20, 2016
5804 Surrey Street
Chevy Chase, MD 20815
We are pleased to confirm our offer for you to join TerraForm Power, Inc. (collectively with affiliated construction companies, the "Company") in the position of General Counsel. We have given this decision considerable thought and are pleased to offer you this key position on our team. You will be working out of our office in Bethesda, Maryland. We plan to build on the experience and expertise of a strong, diversified work force and look forward to continuing to grow the Company as the leader in the field of renewable energy. Your scheduled start date will be December 18, 2016. As discussed, you will report directly to Peter Blackmore, Chief Executive Officer. Some travel may be expected as part of your job duties. Please note that the offer contained in this letter will be effective for five (5) days. The Company will maintain your seniority date of December 18, 2007, based on your length of service with SunEdison.
Your annual base salary compensation will be $290,686.16, payable bi-weekly in accordance with our standard payroll practices and subject to all appropriate withholdings.
You will be eligible to participate in the Company's Variable Compensation plan (cash incentive plan), with a target of 50% and maximum of 100%. Payments under the plan are dependent upon a combination of the Company's financial performance and your personal performance. Payments under the plan may also be subject to approval by the TerraForm Board of Directors. The Company reserves the right to change, alter, modify or delete any provisions of the cash incentive plan at any time, with or without prior notice provided that no such change shall take effect until January 1 of the calendar year following that in which it is made.
For the 2016 bonus payment, please refer to the letter dated December 12, 2016 included with this offer.
For 2016, you will also be eligible for an additional bonus (the "Bonus Enhancement") with a target of 12.5% and a maximum of 25% of your base salary, based on performance relative to objectives.
TerraForm Power • 7550 Wisconsin Ave, 9th Floor, Bethesda, MD 20814 • www.terraform.com