employment company which the relevant TerraForm Company has retained for such purpose, (2) a Termination resulting from a reduction in force shall not be deemed a termination for Cause (unless the Participant is actually terminated for Cause), (3) a resignation (other than for Good Reason and other than to accept employment at a TerraForm Company) by the Participant from a SunEdison Company or a TerraForm Company, or a Termination of employment by a SunEdison Company or a TerraForm Company for Cause, shall result in the immediate forfeiture of any unvested Restricted Stock or unvested RSUs, as applicable, provided that nothing in this subsection shall limit or otherwise affect the discretion of the Compensation Committee of TerraForm’s board of directors (the “Committee”) to accelerate vesting hereunder, or any other provision herein that may provide for accelerated vesting. Nothing in this subsection is intended to override any more complete vesting based on a Change in Control that this Agreement may provide.
TerraForm’s obligation to recognize the provisional vesting under this Agreement is subject (a) to the Participant’s signing a separation and release of claims agreement (the “TerraForm Release”) on a form with customary terms to be supplied by TerraForm at or promptly following the date of termination (which shall include, among other provisions, a release of claims in favor of the TerraForm Companies, confirmation of continued compliance with restrictive covenants, and post-employment cooperation), which release becomes enforceable within 60 days (or such shorter period as the release then specifies) following the date of termination, and (b) to the Participant’s meeting in full the Participant’s obligations under any restrictive covenants agreements in effect between the Participant and the TerraForm Companies.
The portion of each award under an Existing Grant Agreement for which vesting is accelerated by this subsection will only become fully vested if and when the Participant satisfies the release requirements, and any such provisionally vested portion will be forfeited retroactively to the Participant’s date of termination if the Participant either notifies TerraForm that he or she will not execute or will revoke the TerraForm Release or the period for providing the TerraForm Release expires without the Participant’s complying with the release requirements. TerraForm may choose instead to provide to the Participant any provisionally vested portions of these awards, subject to the Participant’s undertaking to repay TerraForm in the manner determined by the Committee at such time if the Participant fails to satisfy the release requirements thereafter.
In addition, and notwithstanding any other provision in any Existing Grant Agreement or the Plan, if you leave employment with SunEdison or any of its Affiliates and become an employee of TerraForm Global, LLC or any of its Affiliates designated to provide services to TerraForm Global and its subsidiaries (such employing entity “GLBL”), and remain so employed at the time GLBL ceases to be an Affiliate of the Company, then the provisions in this Agreement relating to a Change of Control shall apply as if you were an employee of the Company at the time of such a Change of Control, and all unvested shares of Restricted Stock or unvested RSUs, as applicable, shall immediately vest.
Notwithstanding the foregoing, to the extent permitted by the equity plan under which such an award was granted, nothing in this Agreement shall preclude TerraForm from accelerating the vesting of any or all such awards to an earlier period.”
(a) Entire Agreement. Upon your acknowledgement and acceptance hereof, this letter replaces and supersedes in its entirety the letter relating to Vesting of Restricted Shares and/or Restricted Stock Units from us dated July 5, 2016 (the “July 5 Letter”). This letter modifies the terms of certain specified awards pursuant to Existing Grant Agreements and sets forth the entire agreement between the parties with respect to the subject matter hereof, and fully supersedes any and all prior agreements, understandings, or representations between the
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