EFTA01366963.pdf

Amendment #4 Page 534 of 868 tekit.8.5:90.0gd 8. Stock-based compensation in September 2014, and in cans:bon with the reflation d TerraForm Globe/ Inc , the Company granted restricted 'Midi awards and restricted stock units to venous Company employees (Participants') under a new TerraForm Global 2014 Equity Incentive Plan. The far value of each Participants grant was determined ty using the percentage of shares granted mulched by iv overal far value of StrEdison's equity in the Company The restncled stack we cowed into shares of Class A common Sleek UFOn the fang of our /Mended and restated anneal on of incorporation in connection the completion of me proposed at el pudic caring of Class A common stock of TerraForm Global. There were 31.350 Owes issued representing a 3135% Interest in the equity of TerraForrn Gbbal issued at a total value of 5683 In estimating the far value of the restricted stock the primary valuation coviderations were an enterprise value determined from an discounted cash flow of income. based approach, usrg a present value or after.tax protelakty weighted equity cash flow of nose projects we intend to indude in the Oaenng in a projection period extending throu December 2024 and a lack d merketerety cascount ot 10% The discount model used the blowing assumptions a tens to kurcay event of 7 months, a discount rate of 13%. and vote:Flay of 40% over the time to a liguklity event Estenates of ire volablity of our common stock were based on available informalcn on me volatility d our Sponsor and the common stock d comparable pdoicly traded canneries After the restricted stock converts to Class A common stock 25% of the Class A common stock we vest on the first troop fart annwersary of the date of the neat public offering subject to accelerated vesting upon certa n everts Upon a termination of employment for any reason, any unvested shares of Class A common stock held by The temunxed executwe wll be foleAct For the year ending Decanter 31. 2014 no stock compensation expense was recorded 9. Related parties Caporals'allocations Arrcunts were /located from our Parent for general corporate overhead coats annbutable to the operations of the Company. These amounts were 510,850 and 54,790 for the years ended December 31, 2014 and 2013 respectively, and are included In general and acennstratve aft:hates in the accomperrying combined statements of operations. The general corporate overhead expenses incurred by the Parent include costs from certain corporate and shared services functions provided by the Parent The amounts reflected :rids* ($) charges mat were incurred bybyte Parent that were speofically :denttled as berg annodeoie to the Company and (o) an allocation of applicable remaining general corporate overhead costs based on the proportional level or effort attributable to the operation of the Company's solar energy systems These costs include legal account% tax, treasuy, riorrrotion technology instrance employee benefit costs, communr-abons human resources, and procurement. Corporate costs that were specifically adentiette 10 a particular operation of Me Pare•/ have been anocated to that operation including the Company Where specific dedication of charges to a partcotar operation of the Parent was not practcable. an allocation was applied to all remaining general corporate overhead oasts. The allocation methodology for all remaining corporate overhead cars is toss on Managements esitrnale of tie I:capon:mai level of elf on devoted by corporate resoisoes eat Is attnbutade to each of the Company's operations The oast allocations rave open determined on a toss considered to to a reasonable reflecton of as costs or doing tosiness by tie Company. The amounts eat world have been or win be incurred on a standalone tests could differ from the amounts allocated due to economies of scale, management judgment. or diner factors F.214 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-0058491 CONFIDENTIAL SDNY GM_00204875 EFTA01366963