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EFTA01366677

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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 th

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