EFTA01366677.pdf

Amendment #4 Page 248 of 868 For eachexecueve, the restricted stock will vest n four equal annual installments commencing on the first arowersary of the completion of this offering, subject to accelerated vesting upon certan events under certan circunstarces upon a termrehon of employment, any unvested shares of Class A common stock held by the terminated executive we be forfeited PO Grants Riot to the completion of this offering, we expect our board of directors to approve a grant of restricted stock tints to several persons ..vho have provided a are expected b provide services to us. Although the specific terms of these grants nave not been finalized we expect that these grants will consist of approximately 695.200 restricted stock ads. a 'RSUs,' which are expected to vest in four equal annual instailmerts commencing on the fest anniversary of this offering The RSUs wit not entitle the holders tow:trig nghts with respect to matters presented to our stockholders, and herders of the RSUs wit not have any right to recewe dondends TerreForm Globe, Inc. 2014 Long-Twin blowfly.,Pim The 2014 Incentwe Plan became effective as of Seperrter 29, 2014 The material terms of tte 2014 Incentive Plan are surrmanzed WON Certain awards which have been made, or we expect will be made prior to the completion of this offering alder Me 2014 Incentive Plan we summarized above. The purposed the 2014 Incentive Ran is to enhance the partabilty and value of our conbeny for the benefit of our stockholders by enabling us to offer eagle indwiclicha cash am stock-based incentives in order to attract, retan and reward such rerricluals end strengthen the mulct:icy of interests between such indivickials and our stockholders Eligtility to participate n the 2014 Incentive Plan is kneed to our and at affiliates' errptoyees (including officers arc directors who are emplioyees) and consultants who are designated by our board or a commttee of our board which is atmcnzed to administer the pan In is discretion as &Igoe to receive awards under be 2014 Weenie° Plan The 2014 Incentive Plan provides for the grant of non-qualified stock options Ir.:0ft%* stock options (ettin the meanrg of Section 422 of the Code), stock apprectabcn nails, restricted stock performance shares, restricted stock rats or any other cash of stook based award The material terms of the 2014 'menthe Plan we as follows Shares subocr to tne plan The maximum aggregate number of shares that may be issued under the 2014 lncentve Plan shall rot exceed a number of shares of common stock that represent an aggegate 10% econorric interest in Global LLC, or 17,884.910 shares, based on the assumptons set forth in 'Sirnrrary—The offering—Certain assanplons,' subject to certain aciustments b. prevent diluton, of which snares rectum available for line issuances This lineabon does not apply to any awards settled in cash To the expert any stock opton ce ether stockbesed award granted under the 2014 Incentive Plan is tottered, canceled teminated expres or lapses without having been exercised or pad in rut, the shares nutted to such awards wet become ova let:0e for future grant or sale older tie 2014 Incentive Plan; provided that the following shares stall not become avarade for future grants. (I) shares not stied or delivered as a result of the net schemed of an outgardirg stock appreciation rapt or stock Won. (ii) shares used to pay ere exercise price or withholdng taxes rested to an outstanding stock option or stock appreciation rift, or (ni) shares repurchased on the open market et, the proceeds ct a stock opton exercise price The restricted stock issued, sits' ect to ottstanding awards or reserved under the 2014 Incenkre Plan. veil convert at the tone of our inter public offering into shares of Class A correnon stock As used hereon and in the 2014 Incentwe Ran. references to 'comrron stock' mean, poor to the completion of thesoffering, our restricted stock and following the oorrcletion of the offering our Class A common stock Awerdirmitabons Dunrg the cane of an/ fiscal yew, the maximum number of shares subject to any award of stock options. stock appreciation notes, shares of restnded stock or other Cock-based awards for 240 http://cfdocs.btogo.com:27638/cf/drv7/pub/edgar/2015/07/20/0001193125-15-256461/d78... 7/20/2015 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0058205 CONFIDENTIAL SONY GM_00204389 EFTA01366677