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SEC Filings

10-K
TERRAFORM GLOBAL, INC. filed this Form 10-K on 12/21/2016
Entire Document
 

Option Exercises and Stock Vested
The following table sets forth certain information concerning stock option exercises and the vesting of restricted stock units during 2015 by the named executive officers of the Company.
 
 
Option Awards
 
Stock Awards
Name
 
Number of Shares Acquired on Exercise (#)
 
Value Realized on Exercise ($)
 
Number of Shares Acquired on Vesting (#)
 
Value Realized on Vesting ($)
Cranna, Rebecca
 

 
N/A

 
38,500

 
771,560

Guerrero Arias, Ismael
 

 
N/A

 

 
N/A

Kravtsova, Yana
 

 
N/A

 

 
N/A

Wuebbels, Brian A.
 

 
N/A

 
16,562

 
468,440

Domenech Zornoza, Carlos
 
272,250

 
6,156,522

 
622,468

 

Hernandez, Alejandro
 

 
N/A

 
62,500

 
1,281,875

Avenier, Jeremy
 
6,250

 
151,899

 

 
N/A

O'Rourke, Stephen C.
 
325,307

 
4,321,250

 

 
N/A

Potential Payment Upon Termination or Change in Control
The following table describes, assuming a termination date of December 31, 2015, an approximation of (i) the amounts which would be due to each of our named executive officers in the form of salary continuation, (ii) the amounts which would be due to each of our named executive officers in the form of lump sum cash payments, (iii) the value of acceleration of vesting applicable to stock options and restricted stock units for each of the named executive officers and (iv) continuation of certain healthcare benefits due to certain named executive officers pursuant to their employment agreements or under SunEdison’s severance policy described above, in each case in the event of the named executive officer’s (a) death, (b) disability, (c) termination for cause, (d) termination in connection with a change in control, and (e) impact of a change in control without termination. Any actual amounts payable to each executive listed below upon his termination can only be determined definitively at the time of each executive’s actual termination.
Under our equity plans and SunEdison’s equity plans, an employee (including named executive officers) must be terminated without cause, must resign for good reason within two years following a change in control of SunEdison in order to receive accelerated vesting of stock options and RSUs. Under our equity plans, “good reason” is generally considered a material diminution in an employee’s duties and responsibilities, a decrease in an employee’s base salary or benefits or a relocation of an employee’s work location of more than 50 miles. The plans also provide for accelerated vesting upon the individual’s death or disability during active employment with the Company. In addition, we may designate certain equity grants as eligible for acceleration in circumstances beyond those listed above.
Under SunEdison’s severance policy, each of the named executive officers may be eligible to receive 12 months’ salary continuation and continuation of healthcare benefits if terminated (other than for cause) and, in the case of Mr. Chatila, a lump sum payment equivalent to his target annual incentive opportunity. The salary continuation is paid bi-weekly in accordance with our regular payroll practices for such 12-month period. Receipt of these payments is conditioned on the employee agreeing to execute a standard general release and waiver and to abide by his or her employee confidentiality and non-compete agreement, which provides for a two-year non-compete period and two- (or sometimes three-) year non-solicitation (of SunEdison employees and SunEdison customers) period.
Name/ Circumstance
 
 Salary
Continuation ($)(1)
 
 Lump Sum Cash
 
Accel.
Vesting ($) (2)
 
  Continuation of Healthcare
 
 Total ($)
Cranna, Rebecca
 
 
 
 
 
 
 
 
 
 
Death
 

 

 
2,717,967

 

 
2,717,967

Disability
 

 

 
2,717,967

 

 
2,717,967

Severance Termination
 
399,149

 

 

 
16,217

 
415,366

Termination for Cause
 

 

 

 

 

Involuntary Termination if Change-in-Control
 
399,149

 

 
2,717,967

 
16,217

 
3,133,333

Change-in-Control (no termination)
 

 

 

 

 



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