December 20, 2016
Mr. Sebastian Deschler
TerraForm Power, Inc.
7550 Wisconsin Avenue, 9th Floor
Bethesda, MD 20814
Re: Vesting of Restricted Shares and/or Restricted Stock Units - Updated
Dear Mr. Deschler:
TerraForm Power, Inc. (“We” or “TerraForm”) very much appreciates the services you have been performing to support our operations. Our board of directors has therefore decided to grant you additional rights under any Restricted Stock Award Agreement or Restricted Stock Unit Agreement (each, an “Existing Grant Agreement”) in effect as of today (the “Amendment Effective Date”) between you (the “Participant”) and TerraForm under TerraForm’s 2014 Long-Term Incentive Plan, as in effect and as may be amended from time to time (the “Plan”). All capitalized terms used but not defined in this letter shall have the meaning assigned to them in the relevant Existing Grant Agreement or the Plan.
1.Additional Accelerated Vesting Event
The following shall be added as a new subsection at the end of the section of each Existing
Grant Agreement entitled “Vesting”:
“Notwithstanding provisions of this Agreement requiring forfeiture on certain employment terminations, if the Participant (i) (1) is Terminated without Cause by, or resigns for Good Reason from, SunEdison or its relevant Affiliate (together, the “SunEdison Companies”), and (2) immediately notifies TerraForm in writing of such termination or resignation, but does not promptly receive an offer of employment from TerraForm Power, Inc., TerraForm Global, Inc. or one of their Affiliates (together, the “TerraForm Companies”) for an equivalent position and at least equivalent compensation opportunity (each determined in TerraForm’s reasonable discretion) (an “Equivalent Employment Offer”) and does not then become employed by a TerraForm Company or (ii) has become an employee of a TerraForm Company and is thereafter Terminated without Cause by, or resigns for Good Reason from, such TerraForm Company, one hundred percent (100%) of the unvested shares of Restricted Stock or unvested RSUs, as applicable, shall immediately and provisionally vest and the remaining unvested shares of Restricted Stock or unvested RSUs, as applicable, shall be immediately forfeited, provided that such accelerated vesting shall be provisional, and require that the Participant execute a separation and release of claims agreement in favor of the TerraForm Companies as described below in this subsection.
For the avoidance of doubt, (1) if the Participant accepts an offer of employment from a TerraForm Company and stays employed by such TerraForm Company until the relevant Vesting Date, no Termination shall be deemed to have occurred, and no unvested shares of Restricted Stock or unvested RSUs, as applicable, shall be forfeited, notwithstanding any brief interruption of employment caused by such change in employment from the SunEdison Companies to the TerraForm Companies and notwithstanding any time periods during which the Participant performs services to any of the TerraForm Companies as an employee or contractor of a temporary
TerraForm Power • 7550 Wisconsin Avenue, 9th Floor • Bethesda, Maryland 20814 • www.terraform.com