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SEC Filings

10-K
TERRAFORM GLOBAL, INC. filed this Form 10-K on 06/15/2017
Entire Document
 

3.
Ms. Cranna is an employee of TerraForm Power, and is entitled to certain benefits from TerraForm Power upon termination of her employment, including cash severance, acceleration of cash retention awards, acceleration of vesting of equity grants and a lump sum cash payment for health insurance premiums. With the exception of acceleration of vesting of certain equity awards granted by the Company, these severance benefits are not obligations of the Company and would not be triggered by removal of Ms. Cranna solely from her role as a named executive officer of the Company. However, pursuant to arrangements entered into between the Company and TerraForm Power with respect to the sharing of costs associated with Ms. Cranna’s roles at the Company and TerraForm Power, in the event that Ms. Cranna is terminated from both the Company and TerraForm Power, the Company would be obligated to pay a portion of the severance benefits due to Ms. Cranna as a result of the termination of her employment with TerraForm Power in an amount to be agreed between the Company and TerraForm Power.
4.
Ms. Kravtsova is entitled to receive a lump sum cash severance payment equal to one year of base salary upon an eligible termination event under the terms of her August 24 Letter Agreement (as defined below).
5.
Messrs. Studebaker and Rawden are not entitled to any payments upon termination.
6.
Mr. Wuebbels resigned from his position as President and Chief Executive Officer of the Company prior to December 31, 2016. However, since Mr. Wuebbels continued to be employed by SunEdison as of December 31, 2016 the applicable benefits remain in effect as of that date.

Letter Agreements Regarding Accelerated Vesting and Severance

In July 2016, each of the Company and TerraForm Power entered into a letter agreement with each of our Senior Vice President, General Counsel and Secretary Yana Kravtsova and our and its Executive Vice President and Chief Financial Officer Rebecca Cranna (collectively, the “July 2016 Letter Agreements”), which provide for accelerated vesting of RSAs and RSUs upon the occurrence of certain events. Pursuant to the July 2016 Letter Agreements, if either Ms. Kravtsova or Ms. Cranna, as applicable, is terminated by SunEdison without cause or resigns for good reason and does not receive an offer of employment at either the Company or TerraForm Power in an equivalent position and with equivalent compensation, or, following a transition of her employment to either the Company or TerraForm Power, is terminated by the Company or TerraForm Power, as applicable, without cause or resigns for good reason, then 100% of her unvested RSAs and RSUs in each of TerraForm Global, Inc. and TerraForm Power, Inc. will immediately vest, contingent upon the execution of a separation and release of claim agreement.

In addition, pursuant to the July 2016 Letter Agreements, if Ms. Kravtsova or Ms. Cranna, as applicable, becomes an employee of TerraForm Power, and remains an employee of TerraForm Power at the time that TerraForm Power ceases to be an affiliate of the Company, then all of her unvested RSAs and RSUs in TerraForm Global, Inc. will immediately vest, and if Ms. Kravtsova or Ms. Cranna, as applicable, becomes an employee of the Company, and remains an employee of the Company at the time that the Company ceases to be an affiliate of TerraForm Power, then all of her unvested RSAs and RSUs in TerraForm Power, Inc. will immediately vest.

In December 2016, the July 2016 Letter Agreements were updated to apply to all RSU grants made by each of the Company and TerraForm Power to Mses. Kravtsova and Cranna subsequent to the execution of the July 2016 Letter Agreements.

In August 2016, the Company entered into a letter agreement with Ms. Kravtsova with respect to certain severance and compensation terms (the “August 24 Letter Agreement”). TerraForm Power was also a party to the August 24 Letter Agreement with respect to its agreement to have the August 24 Letter Agreement assigned to it if Ms. Kravtsova becomes employed by TerraForm Power. Also in August 2016, TerraForm Power entered into a letter agreement with Ms. Cranna with respect to similar severance and compensation terms (the “August 30 Letter Agreement” and, together with the August 24 Letter Agreement, the “August 2016 Letter Agreements”). The Company was also a party to the August 30 Letter Agreement with respect to its agreement to (a) share the financial obligations with TerraForm Power if Ms. Cranna performs duties for both TerraForm Power and TerraForm Global and (b) have the August 30 Letter Agreement assigned to the Company if Ms. Cranna is employed solely by the Company.

The August 2016 Letter Agreements cover four primary areas, in each case subject to additional terms and conditions contained in the August 2016 Letter Agreements. For the August 24 Letter Agreement, the references below to the “Company” are to us unless the agreement has been assigned to TerraForm Power. For the August 30 Letter Agreement, references below to the “Company” with respect to financial obligations are to both TerraForm Power and us (subject to the cost splitting with regard to Ms. Cranna described above) and otherwise to TerraForm Power unless the agreement has been assigned to us.

• First, if within a year of the applicable August 2016 Letter Agreement, SunEdison terminates the officer’s employment without cause or the officer resigns from SunEdison for good reason, the Company shall offer the officer at-will employment under the terms set forth in the August 2016 Letter Agreement.


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