December 12, 2016 bonus payment referenced on the first page of this letter and PTO transfer letter of the same date, (ii) the Company's April 7, 2016 letter to you regarding retention incentives, (iii) the Company's and TerraForm Global, lnc.'s July 5, 2016 letters to you regarding accelerated vesting (as such may have been updated or replaced), (iv) Sections 1(b), 1(c), fourth sentence of 2(a) regarding unreimbursed expenses, 3(e), 3(f) and 3(g) of the Company's August 24, 2016 letter to you regarding severance protections and compensation terms, and (v) any equity grants you may have received. Further, no payments or accelerated vesting pursuant to the letters referenced in clauses (ii) and (iii) of the preceding sentence shall reduce any payments due to you (x) hereunder or (y) under the retained provisions of the letter referenced in clause (iv).
AMENDMENTS AND WAIVERS
Any provision of this letter agreement may be amended or waived, but only if the amendment or waiver is signed by the Company (and, in the case of an amendment, by you).
Any payments hereunder will be subject to applicable taxes and withholdings.
EMPLOYMENT AT WILL
Employment at our Company is a voluntary, "employment-at-will" relationship, as this letter does not constitute a guarantee that your employment will continue for any specified period of time or end only under certain conditions. Nothing in this letter constitutes an expressed or implied contract of employment or warranty of any benefits.
This offer is contingent upon: (1) signing of TerraForm's standard confidentiality agreement and (2) your submission of documents sufficient for the Company to verify that you have the right to work in the United States.
By accepting this offer of employment, you acknowledge you will resign from SunEdison prior to the commencement of your employment with TerraForm.
We believe that our Company provides every employee with challenges and opportunities to grow professionally in a fast-paced environment that encourages both individual and team contribution. We are confident your employment with us will prove mutually beneficial, and are delighted to have you join the team!
Very truly yours,
/s/ Peter Blackmore
Chairman and Interim Chief Executive Officer
TerraForm Power • 7550 Wisconsin Ave, 9th Floor, Bethesda, MD 20814 • www.terraform.com