no liability to you or any other person if any provisions of or payments under this Agreement are determined to constitute deferred compensation subject to Code Section 409A but not to satisfy the conditions of that section.
(f)Governing Law. The laws of the State of Delaware applicable to agreements to be performed entirely within such State govern all matters arising out of or relating to this letter, including its interpretation, construction, performance and enforcement.
(g)Disability. Your ceasing to be employed by either SunEdison or a TerraForm Company, as may be applicable, as a result of your disability (as defined in your employer’s long-term disability coverage) will be treated for all purposes under this letter as though you had resigned and, where applicable, the resignation was without Good Reason.
(h)Entire Agreement. This letter 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 parties pertaining to the subject matter of this letter other than any retention agreements. For the avoidance of doubt, agreements covering you and related to equity compensation from SunEdison, TerraForm or TerraForm Global, Inc. are not superseded by this letter.
(i)Counterparts. This letter may be executed as counterparts, each of which will constitute an original and all of which, when taken together, will constitute one agreement.
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Signatures on Following Page
TerraForm Power • 7550 Wisconsin Avenue, 9th Floor • Bethesda, Maryland 20814 • www.terraform.com