EFTA01366676.pdf

Amendment #4 Page 247 of 868 IA!! . reteil• Executive officer compensation Compensation of our executive officers We are a newty firmed sutsdory d SunEdrsan consalog of portions of venous parts cr SurEesons brunets that are being contnbuted to us in connecton with the offering We have not moored any oat or laxity with respect b3 compensation of ow exccubve officers per tofu Fanneb411 We 00 not and wit rot aeon/ employ any of the persons responsible for managng ow tames* and we curently do riot have a compensation commttee Our officers will manage the day-to-day affairs of our fuseless Each of our exec Lihre officers * an employee of SunEdscri However, merry of our executive <doers will be dedicated tone operations and maregemere d our business. brovtecl that certain of ow executive officers, inducing ors Chief Executive Officer. will also serve as executives of TerraFam Power. ow athlete Because our examine officers me remain employees d SunEclison their compensation wit be Oeterrnnedard pad by SunEdison The inmate responsibley and authority for compensaton-related deceons for ow executve officers will reside wth the SurEoson compensation oommbee or the awl execurve officer d SunECesm, as apgicable, and any such comensaton decisions will rot be sutiect to ant approve* by ow board of directors or any committees tared Our executhre officers, as wee as other employees of SunErliton wha provide services to us. ray participate in empicyce benefit plans and arrangements sponsored by SwEdison. including plans that may be established in the future In addition, oedema cur Moen and certain employees of SunEdson who provide services to us currently hold grants weer SunEtison's and TerraForrn Power's esuity incentive plat and will retain these grans after the completion of this offering We well not reimburse SunEeson for compensation related expenses attributable to an/ exeCurren a SVC/eel One dedicated to woverig services so us For details on the EirrsdaNS we wilt pay SunEdson forking this offering for management services, see 'Cerise) relalonsrips and related party transadions—Managerneri Services Agreement' Except as set forth below we 00 rot warty expect to have any long-teen incentive or earty compenstdon plan in which our exeCuthet officers may participate Equity attentive awards Cedars of ow executive officers have been granted equity mantra awards under We 2014 Incentive Plan sn the form of restricted Shares The reStrided snares will COrwen no shares of Class A carmen sock wan the filing of our amended and restated cantata of incaporaton in connection with the completion of the cttertng The mote below sets forth the economic rarest that each executive officer will hold in Global LLC following the conversion of the restricted shares into Class A common stock as well as the ntnber of shares of Cass A common stock that each executive we hold upon such ccrwersion, based upon an assumed initial pubic offering pnce or 520 00 per share. the mepoil of the price range set forth on the cover page of Iris prospectus, after deducting undEv1erling c1S0:4401 and COMnISSiOnS and vie structuring fee The amber of shares of Class A cormton stock will be proportionally inaeased in the even we increase the rumba of shares being offered hereby and do not use such net proceeds therefrom to repurchase Class B wits (and shares of Coss B common stock). Economic Interest In Number of shores of Nan* Global LLC (%) Chas A C00111100 steel( Calor 0omenecn Zomoza 0 750% 1,341,388 Jeremy Avenel' 0 303% 538,547 Ismael Guerrero Anas 0.375% 870,684 Francisco 'Patio' Perez Gundn 0.303% 538,577 Yana Kravtsova 0.200% 357.698 Tool 1.925% 3.442.845 239 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-0058204 CONFIDENTIAL SDNY_GM_00204388 EFTA01366676