EFTA01366680.pdf

Amendment #4 Page 251 of 868 she 0 col cm persons, cancel sty outstardirg awards and pay to the holders thered, in cash or dock or any combination thereof. the value of such awards based upon the pace per share received or to be received by otter srereholders of the Company in the event; or (e) provide fa to assumpoon of or the Issuance of subsidise awards that wig substanbally preserve the otheiwise applicable terms of any affected awards previously granted under the 2014 Incertwe Plan as determined by tre board of drectas in its sole discretion In the case of any option or stock appreciation right with an exercise price that equae a exceeds the price paid foreshore in connection with the change in centreline board of dream may cancel the option a stock appreciation ncil without the payment of consideration therefor Except as noted above. the award agreements with respect to tre restricted shock scanted to our executive dhows as described above provides for acceleration of a 'nested shares of restricted stock upon a change in control • Acoatee,Mon No•withstandng tM tenns of the applicable award agreement our board of directors taste power to accelerate the time at which an award ray first be exercised or the bone cksing which an awatd or any part thereof, wit vest in accordance with the 2014 I rcentwe Plan • Amendment, mo:Micaton or larnmetron of the 2014 totentrie Arm Ott board of directors has the activity to anent!, modify. terminate a suspend this 2014 Incentive Plan or amend any or the applicable award agreements made pursuer* to the 2014 Inoenbve Plan to the extent permitted by law. suited to any stockholder approval rewired by law a exchange rules for caftan amendments, provided that no lamination. suseemice or nodificaton d the 2014 Incentwe Plan may mainly or adversely Sled any ngrt acquired try any award recipient prior to such unnunation. suspension or rtridiCatiOn withal the Content of the award mow Our 2014 Incentive Plan will terminate on the tewyeer &inventory of itsapproval by our board of directors, unless terminated earlier PcmSuard to the Rime of the 2014 Incentive Plan Compensation of our directors The officers of SmEdison who also serve as our directors will not receive additional compensation for their service as ore cf our directors Ott directors who are not officers or employees d SurEdson will receive compensation as 'non-empleyee directors- as set by our board of directors Following the cornplebon of the offering, our erecters who are not erngcryees of us a our Sponsor will receive the forowing fees for their service on our board of directors and is committees • 1,50.000 annual board of directors cash retainer. • $20.020 additional cash retainer for the chairman of the Audit Committee and S7.500 additional cash retainer for each member of the Audit Committee. and • $12.500 additcnal cash retainer for the chairman of the Corporate Governance and Conflicts Committee arid S5.000 addbonal cash retainer for each member of the Corporate Governance and Cordlids Committee In edam. following the complebon of this offering. we toped that our directors who are not employees of us or our Sponsor will be awarded restricted stook units, or 'RSUs.' for shares of common stock on an annual basis (as of the date of the annual stodtolder meeting each year) in connection with their board service Each year. RSUs are to be awarded m an amount such that the nailer of underlying shares d common sack rasa total value of 5150,000 on the date the award is gaited (rounded to the nearest 100 shares). which vest on the first amwensary of the scant date. For newly elected or appointed outside directors that become directors on a date other den the date of the annual stockholder meeting such Sectors would receive RSUs for a pro rata portion of the $15.000 total value. Each member of ott board of directors will to indemnded for their actors assocated with being a director to tie hies: extort permitted under Delaware law 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-0058208 CONFIDENTIAL SDNY_GM_00204392 EFTA01366680