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 severance payment or benefit from TerraForm except as provided in Section 2(a) below. Notwithstanding the foregoing, however, if your employment is transferred pursuant to Section 1(a) above or you otherwise commence employment with TerraForm and you are later terminated without Cause or you resign from TerraForm for Good Reason or you die (each, an “Eligible Termination Event”), you will be eligible for the following severance benefits from TerraForm (the “TerraForm Severance”), in each case subject to your satisfying the requirements in Section 1(c) below.
(1)Cash severance equal to one year of your base salary in effect as of the Eligible Termination Event, payable in one lump sum in accordance with TerraForm’s payroll procedures, as provided in Section 1(c) below; and
(2)A lump-sum payment equal to 12 months of COBRA health premiums.
(c) Required Release; Payment Timing. TerraForm’s obligation to pay the TerraForm Severance is subject to your (i) signing a separation and release of claims agreement (the “TerraForm Release”) with reasonable and customary terms (which shall include, without limitation, a release of claims in favor of TerraForm and its affiliates, confirmation of your continued compliance with restrictive covenants in effect on the date of termination, and reasonable post-employment cooperation obligations), substantially in a form to be provided by TerraForm (and subject to your agreement as to the form, which agreement cannot be unreasonably withheld) within 30 days following your signing this letter and then to be attached hereto as Exhibit B, which TerraForm Release becomes enforceable within 60 days (or such shorter period as the release then specifies) following the date of termination, and (ii) meeting in all material respects your obligations under any restrictive covenants agreements in effect between you and TerraForm and, to the extent benefiting TerraForm, any such agreements in effect between you and SunEdison or any other TerraForm affiliate. The TerraForm Severance shall be payable on the next regular payroll date following the date the TerraForm Release becomes effective and enforceable, provided that if the 60 day period for providing an enforceable release extends into a calendar year subsequent to the year containing the date of termination, payment shall be made no earlier than the first business day of such subsequent year.
(d) No Impact on Retention Letter or Accelerated Vesting Letters. For the avoidance of doubt, this letter agreement and TerraForm’s commitments hereunder are separate from, and in addition to, any commitments made to you in the letter from TerraForm to you dated April 7, 2016 (the “Retention Letter”) and the letters from TerraForm Power, Inc. and TerraForm Global, Inc. dated as of July 5, 2016 granting you certain additional rights under any Restricted Stock Award Agreement or Restricted Stock Unit Agreement you may have (the “Accelerated Vesting Letters”), and no payments made or to be made to you pursuant to the Retention Letter or any accelerated vesting under the Accelerated Vesting Letters shall be considered part of any TerraForm Severance or otherwise reduce any payments due to you hereunder.
Compensation from TerraForm
(a)Salary. TerraForm will provide you the salary for 2016 described in this Section 2(a) if and when you become its employee and cease to be employed by SunEdison. Unless and until you become a TerraForm employee, TerraForm will have no obligation to provide the salary set forth below, and you will receive your salary under your arrangements with SunEdison. If and when you become a
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