• Second, if the officer accepts a position with the Company pursuant to the transfer described above or otherwise and is later terminated without cause, resigns for good reason or dies, the officer is eligible to receive a lump-sum cash severance of one year of base salary and a payment equal to 12 months of COBRA health insurance premiums.
• Third, if the officer ceases to be an employee of SunEdison and becomes an employee of the Company, the Company will provide a base salary of $300,000 annualized for Ms. Kravtsova and $401,145 annualized for Ms. Cranna.
• Fourth, whether the officer remains employed by SunEdison or is employed by the Company, the officer is eligible to participate in an annual variable incentive plan (the “Bonus Plan”) of the Company as of January 1, 2016. The target under the Bonus Plan for Ms. Kravtsova is 50% of the base salary, with a minimum, assuming at least minimum performance, of 33% and a maximum of 67%. The target under the Bonus Plan for Ms. Cranna is 60% of the base salary, with a minimum, assuming at least minimum performance, of 40% and a maximum of 120%. For 2016, such officers are also eligible for an additional bonus, with a target of 12.5% and maximum of 25% of base salary, depending on performance.
Mses. Kravtsova and Cranna, like most of the personnel that manage our operations, were employees of SunEdison throughout 2016. We entered into the July 2016 Letter Agreements and the August 2016 Letter Agreements to encourage Mses. Kravtsova and Cranna to remain employed by SunEdison or, if applicable, the Company or TerraForm Power despite the uncertainty caused by the SunEdison Bankruptcy.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
The following table sets forth certain information known to us regarding beneficial ownership of our voting securities as of May 31, 2017 by:
each person known by us to be the beneficial owner of more than 5% of any class of our voting securities;
each of our named executive officers; and
all executive officers and directors as a group.
Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Except as noted by footnote below, and subject to community property laws where applicable, the persons named in the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them. The table below is based upon information supplied by officers, directors and principal stockholders and Schedules 13D or 13G filed with the SEC.
This table lists applicable percentage ownership based on 112,952,170 shares of our Class A common stock and 61,343,054 shares of our Class B common stock (collectively, our “Common Stock”), in each case outstanding as of May 31, 2017. Shares issuable upon exercise of options to purchase shares of our Common Stock that are exercisable within 60 days of May 31, 2017, and shares underlying vested RSUs and underlying RSUs that will vest within 60 days of May 31, 2017, are deemed to be beneficially owned by the persons holding these options for the purpose of computing percentage ownership of that person, but are not treated as outstanding for the purpose of computing any other person’s ownership percentage.