Amended and Restated Employment Agreement by and between Pattern Energy Group Inc. and Daniel M. Elkort, dated as of November 3, 2019

During the Employment Period, Executive shall devote substantially all of Executive’s business time and attention to the business of the Company or its Affiliates, as applicable, will act in the best interests of the Company and will perform with due care Executive’s duties and responsibilities. Executive’s duties will include those normally incidental to the position of Executive Vice President and Chief Legal Officer as well as such additional duties of an executive and managerial nature, consistent with his position as may be assigned to him by the Board of Directors of the Company (the “Board”), which such duties may include, without limitation, providing executive management services for Pattern Energy Group LP (“PEG LP”) and Pattern Energy Group 2 LP (“PEG 2 LP”) pursuant to the Amended and Restated Multilateral Management Services Agreement by and between the Company, PEG LP and PEG 2 LP dated as of June 16, 2017, and providing services to any of the Company’s Affiliates. Executive agrees to cooperate fully with the Board and not to engage in any activity that materially interferes with the performance of Executive’s duties hereunder. During the Employment Period, Executive will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person or business concern without the advance written consent of the Board; provided that Executive may manage personal investments and engage in charitable and civic activities, as well as the activities set forth on Schedule 1 hereto, so long as such activities do not materially interfere with Executive’s obligations to the Company or any of its Affiliates, as applicable.

Executive represents and covenants that, in the course of his employment herein, he shall not use or disclose any confidential or protected information belonging to any of Executive’s previous employers unless specifically allowed to do so under a written agreement, except as provided in Section 9. The Company represents and covenants that, in the course of performing his duties hereunder, Executive shall not be required to disclose any confidential or protected information belonging to any of Executive’s previous employers.

During the Employment Period, the Company shall pay to Executive a base annualized salary of $338,275 (the “Base Salary”) in consideration for Executive’s services under this Agreement, payable on a not less than monthly basis. The Base Salary shall be subject to modification from time to time as determined by the Company in its discretion.

Executive shall be eligible for a (i) cash incentive award (the “Cash Bonus”) and (ii) long-term equity incentive award with respect to each year that he is employed by the Company (clauses (i) and (ii) collectively, the “Incentive Compensation Award”). The Incentive Compensation Award shall be discretionary and determined under the executive compensation program approved by the Board’s Nominating, Governance and Compensation Committee. The Cash Bonus, if any, will be paid as soon as administratively feasible after the Board approves compensation payments, but for cash payments in no event later than March 15 of the year following the year upon which the payment of the bonus is based. For the avoidance of doubt, special, one-time or off-cycle awards do not qualify as part of Executive’s Incentive Compensation Award.

Benefits. Executive shall be invited to participate in the same benefit plans and fringe benefit policies in which other similarly situated Company employees are eligible to participate. All such participation shall be subject to applicable eligibility requirements and the terms and conditions of all plans and policies.

Business Expenses. Executive shall be entitled to reimbursement for business expenses under the same policies that apply to other similarly situated Company employees as determined by the Company from time to time.

Company’s Right to Terminate Executive’s Employment for Cause. The Company shall have the right to terminate Executive’s employment with the Company at any time for “Cause.” For purposes of this Agreement, “Cause” shall mean:

any material breach of this Agreement by Executive, which such material breach remains uncorrected for thirty (30) days after the Company provides Executive written notice of its belief that this Section 6(a) is being or has been violated by Executive;

Executive’s being the subject of any final, non-appealable order, judicial or administrative, obtained or issued by the Securities and Exchange Commission for any securities violation involving fraud, including without limitation any order in which findings of facts or any legal conclusions establishing liability are neither admitted nor denied; conviction of Executive, or plea of nolo contendere by Executive, to any felony or crime involving moral turpitude; or

Executive’s material mismanagement in providing material services to the Company or its Affiliates, which such mismanagement is not cured within thirty (30) days after the Company provides Executive written notice of its belief that this Section 6(a)(iii) is being or has been violated.

Company’s Right to Terminate for Convenience. Upon thirty (30) days advance written notice, the Company shall have the right to terminate Executive’s employment for convenience. For the avoidance of doubt, the Company’s notice of non-renewal in accordance with Section 4 shall not be treated as a termination of Executive’s employment for convenience under this Section 6(b).

Executive’s Right to Terminate for Good Reason. Executive shall have the right to terminate his employment with the Company at any time for “Good Reason.” For purposes of this Agreement, “Good Reason” shall mean:

a material diminution in Executive’s authority, title or position, duties, or responsibilities;

a material breach by the Company of its obligations to Executive pursuant to this Agreement or a material breach by the Company of its Bylaws or Certificate of Incorporation;

the involuntary relocation of the geographic location of Executive’s principal place of employment by more than 40 miles from the location of Executive’s principal place of employment as of the Effective Date; or

a diminution in the Executive’s Base Salary.

Death or Disability. Upon the death or Disability of Executive, Executive’s employment with Company shall terminate with no further obligation under this Agreement of either party, or their successors in interest; provided that the Company shall pay to the estate of Executive any outstanding amounts due under this Agreement. For purposes of this Agreement, a “Disability” shall exist if Executive is unable to perform the essential functions of his position, with reasonable accommodation, due to physical or mental illness or injury which continues for a period in excess of four (4) consecutive months. The determination of a Disability will be made by the Company; provided that if the Executive disputes the determination, the matter shall be submitted to a qualified doctor mutually acceptable to the Company and the Executive for final determination, and the Executive shall submit to such examinations as the doctor shall reasonably request in order to enable the doctor to make the determination. If requested by the Company, Executive shall submit to a mental or physical examination to be performed by an independent physician selected by the Company to assist the Company in making such determination.

Executive’s Right to Terminate for Convenience. Executive shall have the right to terminate his employment with the Company for convenience at any time upon thirty (30) days advance written notice to the Company.

Effect of Termination.

If Executive’s employment terminates pursuant to Sections 6(b) or 6(c) above, and Executive executes a Release Agreement in a form satisfactory to the Company, which such form will be substantially in the form of Exhibit A (the “Release”), and the Release becomes irrevocable within fifty-three (53) days of the date Executive’s employment is terminated, the Company shall make a payment to Executive equal to the sum of 1.0 times the Executive’s Base Salary and 1.8 times the Executive’s Average Bonus Amount (the “Severance Payment”). For purposes of the foregoing, “Average Bonus Amount” means the average of the most recent two Cash Bonus amounts paid to the Executive. The Severance Payment shall be paid, in a lump sum within twenty (20) days after the Release becomes irrevocable; provided, however, that (i) if the Executive’s termination of employment occurs during the last seventy-three (73) days of any calendar year, the Severance Payment will in all events be paid in the following calendar year, and (ii) if Severance Payment would be subject to additional taxes and interest under Section 409A of the Internal Revenue Code because the timing of such payment is not delayed as provided in Section 409A(a)(2)(B) of the Internal Revenue Code, then such payment shall be paid on the

Upon the termination of Executive’s employment for any reason, all earned, unpaid Base Salary, any accrued, unused paid time off, and in the event of a termination pursuant to Section 6(b) or (c) earned but unpaid Cash Bonus, if any, for the immediately preceding year shall be paid to Executive no later than within 72 hours of his last day of employment or such earlier time as may be required by law. With the exception of any payments to which Executive may be entitled, including but not limited to expense reimbursements and indemnification or other payment rights under any ancillary agreement between Company and Executive, and that are payable after the termination of this Agreement, the Company shall have no further obligation under this Agreement to make payments to Executive.

Termination of Employment. All references in this Agreement to Executive’s termination of employment shall mean and be deemed to occur only if and when a “separation from service” within the meaning of Section 409A and the applicable regulations thereunder has occurred.

Termination. If, on or within twenty-four (24) months after a Change in Control, Executive’s employment is terminated by Company or its successor without Cause pursuant to Section 6(a) or if the Executive resigns for Good Reason pursuant to Section 6(c), and Executive

If the Change in Control and such termination each occur prior to the end of the applicable measurement period for such performance-based or market-based conditions, such conditions will be deemed to have been satisfied based on achievement of target performance (which for the avoidance of the doubt means hitting the midpoint of any target ranges, including a 50% ranking among peer total shareholder return and “at par” for any subjective rankings);

If the termination occurs following a Change in Control after the end of the applicable measurement period for such performance-based or market-based conditions, the satisfaction of such conditions will be based on the Company’s actual performance relative to such conditions.

For the purposes of this Agreement, “Change in Control” shall have the meaning for such term in the Amended and Restated Pattern Energy Group Inc. 2013 Equity Incentive Award Plan (or its successor from time to time).

Section 280 Contingent Cutback. Executive shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received under this Agreement or otherwise, including any excise tax imposed by Section 4999 of the Internal Revenue Code. Notwithstanding anything to the contrary in this Agreement or otherwise, in the event that any payment or benefit received or to be received by Executive pursuant to the terms of this Agreement or otherwise or in connection with the Executive’s termination of employment pursuant to Section 7(a) (collectively, the “Payments”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, then the Payments shall be reduced by an amount necessary to prevent any portion of the Payments from being nondeductible by the Company under Section 280G of the Internal Revenue Code or subject to the excise tax imposed under Section 4999 of the Internal Revenue Code; provided that, by reason of

Whistleblower Protection. Notwithstanding anything in this Agreement or otherwise, Executive understands that he has the right under Federal law and the Delaware Whistleblowers’ Protection Act, 19 Del. C. § 1701 et seq. to certain protections for communicating directly with and providing information to the Company, his supervisor(s), the Securities and Exchange Commission (“SEC”) and/or its Office of the Whistleblower, as well as certain other governmental authorities and self-regulatory organizations. As such, nothing in this Agreement nor otherwise is intended to prohibit the Executive from disclosing this Agreement to, or from communicating directly with or providing information to his supervisor(s), the SEC and/or its Office of the Whistleblower or any other federal, state or local governmental authority or self-regulatory organization (“Government Agency”). Executive may communicate directly with and provide information, including documents, not otherwise protected from disclosure by any applicable law or privilege to the SEC and/or its Office of the Whistleblower or any other Governmental Agency without notifying the Company. The Company may not retaliate against Executive for any of these activities.

Defend Trade Secrets Act. Pursuant to Section 7 of the Defend Trade Secrets Act of 2016 (which added 18 U.S.C. § 1833(b)), the Company and Executive acknowledge and agree that Executive shall not have criminal or civil liability under any federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition and without limiting the preceding sentence, if Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the trade secret to Executive’s attorney and may use the trade secret information

Executive covenants and agrees, both during the term of the Employment Period and thereafter, except as expressly permitted by this Agreement (including in Section 9) or by directive of the Board, he shall not disclose any Confidential Information to any Person and shall not use any Confidential Information except for the benefit of the Company or any of its Affiliates. He shall take all reasonable precautions to protect the physical security of all documents and other material containing Confidential Information (regardless of the medium on which the Confidential Information is stored). This covenant shall apply to all Confidential Information, whether now known or later to become known to Executive during the Employment Period.

Executive covenants and agrees, both during the term of the Employment Period and thereafter, that he shall not disparage the Company or any of its Affiliates or any of their respective wind farms, projects, services, directors, officers, shareholders, attorneys or employees, or any person or entity acting by, through, under or in concert with any of them, in any written or oral statement, except as provided in Section 9. Nothing in this Section 10(b) shall prohibit him from testifying truthfully in any court or arbitral proceeding, government investigation, or in response to any lawfully issued subpoena.

Executive covenants and agrees that for a period of twenty-four (24) months following termination for any reason he will not either directly or indirectly solicit, induce, recruit or encourage any employees of the Company or its Affiliates to leave their employment, or take away such employees, or attempt to solicit, induce, recruit, encourage or take away employees of the Company or its Affiliates for the benefit of the Executive or the benefit of any third party.

Notwithstanding Section 10(a), Executive may make the following disclosures and uses of Confidential Information:

disclosures to partners, members, executives, officers, managers, directors, attorneys, agents, consultants, or employees of the Company or its Affiliates or their lenders or investors or potential lenders or investors who have a need to know the information in connection with the business of the Company or its Affiliates;

disclosures to customers and suppliers when, in the reasonable and good faith belief of Executive, such disclosure is in connection with Executive’s performance of his services under this Agreement and is in the best interests of the Company;

disclosures and uses that are approved by the Board;

disclosures to a Person that has been retained by the Company to provide services to the Company, and who has a need to know the information in connection with the business of the Company or its Affiliates;

disclosures for the purpose of complying with any applicable laws or regulatory requirements;

disclosures for the purpose of complying with judicial or administrative rules or rules of professional conduct that are binding on Executive;

disclosures to the SEC and/or its Office of the Whistleblower or any other Government Agency as set forth in Section 9; or

disclosures that Executive is legally compelled to make by deposition, interrogatory, request for documents, subpoena, civil investigative demand, order of a court of competent jurisdiction, or similar process, or otherwise by law; provided, however, that, prior to any such disclosure, Executive shall, to the extent legally permissible:

provide the Board with prompt notice of such requirements so that the Board may seek a protective order or other appropriate remedy or waive compliance with the terms of this Section 10;

consult with the Board on the advisability of taking steps to resist or narrow such disclosure; and

cooperate with the Board (at the Company’s reasonable cost and expense) in any attempt it may make to obtain a protective order or other appropriate remedy or assurance that confidential treatment will be afforded the

Upon the expiration of the Employment Period and at any other time upon request of the Company, Executive shall surrender and deliver to the Company all documents (including without limitation electronically stored information) and other material of any nature containing or reflecting any Confidential Information in Executive’s possession and shall not retain any such document or other material, except as provided in Section 9. Within ten (10) days of any such request, Executive shall certify to the Company in writing that all such materials have been returned to the Company.

“Confidential Information” is all non-public information, designs, ideas, concepts, improvements, product developments, discoveries and inventions, whether patentable or not, that are conceived, made, developed or acquired by Executive, individually or in conjunction with others, during the Employment Period (whether during business hours or otherwise and whether on the Company’s premises or otherwise) that relate to the Company’s or any of its Affiliates’ businesses or properties, products or services (including, without limitation, all such information relating to corporate opportunities, business plans, strategies for developing business and market share, research, financial and sales data, pricing terms, evaluations, opinions, interpretations, acquisition prospects, the identity of customers or their requirements, the identity of key contacts within customers’ organizations or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names and marks) that may exist from time-to-time in the areas of power generation or transmission or any other enterprise in which the Company is engaged, or is planning to be engaged to Executive’s knowledge. Moreover, all documents, videotapes, written presentations, brochures, drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, e-mail, voicemail, electronic databases, maps, drawings, architectural renditions, models and all other writings or materials of any type including or embodying any Confidential Information are and shall be the sole and exclusive property of the Company or its Affiliates and be subject to the same restrictions on disclosure applicable to all Confidential Information pursuant to this Agreement.

Executive hereby acknowledges and agrees that the Company shall exclusively own any and all patent rights, copyrights, trade secret rights, mask work rights, trademark rights, and any and all other intellectual and industrial property or similar propriety rights of any sort throughout the world (“Intellectual Property Rights”) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designs, know-how, ideas, discoveries, methods, work products, improvements, developments, and information, in each case, authored, derived, created, contributed to, made or conceived or reduced to practice or otherwise developed, in whole or in part, whether solely or jointly with others, by Executive during the Employment Period which (i) relate, at the time of authorship, conception, contribution, reduction to practice, creation, derivation or other development thereof, to the Company’s or any of its Affiliates’ actual or reasonably anticipated business or research or development, or (ii) were developed on any amount of the Company’s time or with the use of any of the Company’s or its Affiliates’ equipment, supplies, facilities, Intellectual Property Rights, trade secret information or other Confidential Information (all of the foregoing collectively referred to herein as “Company Intellectual Property”), and Executive will promptly disclose any and all Company Intellectual Property to the Company in writing upon the authorship, conception, contribution, reduction to practice, creation, derivation or other development thereof.

All such Company Intellectual Property shall be deemed to be “works made for hire” under applicable law (including the Copyright Act of 1976, as amended) on behalf of the Company. To the extent any such Company Intellectual Property is not deemed to be “works made for hire”, Executive agrees to assign and does hereby irrevocably assign to the Company all of Executive’s right, title and interest in, to and under such Company Intellectual Property. Executive hereby agrees to perform, during and after the Employment Period, all reasonable acts deemed necessary or desirable by the Company to assist the Company, without additional compensation to Executive but at the Company’s expense, in obtaining, protecting, perfecting and enforcing its rights throughout the world in the Company Intellectual Property. Such acts may include, but are not limited to, execution of documents and reasonable assistance or cooperation (i) in the filing, prosecution, registration, and memorialization of assignment of any applicable patents, copyrights, mask work, or other applications for registration of Intellectual Property Rights, (ii) in the enforcement of any applicable patents, copyrights, mask work, moral rights, trade secrets, or other Intellectual Property Rights, and (iii) in other legal proceedings related to the Company Intellectual Property. Executive hereby irrevocably appoints the Company as his attorney-in-fact to execute on his behalf any and all assignments or other documents deemed necessary or desirable by the Company in connection with any of the foregoing acts.

Subject to Section 13(b), any dispute, controversy or claim between Executive and the Company arising out of or relating to this Agreement or Executive’s employment with the Company will be finally settled by arbitration in San Francisco, California, and in accordance with the rules for the resolution of employment disputes then in effect of, the American Arbitration Association (“AAA”). The arbitration award shall be final and binding on both parties.

Any arbitration conducted under this Section 13 shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the Employment Arbitration Rules of the AAA. The disputing party desiring to initiate arbitration hereunder in connection with any dispute shall provide written notice to the other disputing party, which notice shall set forth the demand for arbitration, and include a statement of the matter underlying the dispute.

The Arbitrator shall expeditiously (and, if possible, within ninety (90) days after selection) hear and decide all matters concerning the dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as he deems relevant to the dispute before him (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator, except to the extent any information so requested is proprietary, subject to a third-party confidentiality restriction, or to an attorney-client or other privilege), and (ii) grant injunctive relief and enforce specific performance. If he

Each side shall share equally the cost of the arbitration and bear its own costs and attorneys’ fees incurred in connection with any arbitration, and the Arbitrator shall not have the power to award fees or expenses to either party notwithstanding any contrary provisions of the Employment Arbitration Rules of the AAA. Notwithstanding the preceding sentence, if the dispute, controversy or claim arises after a Change in Control and if Executive prevails on at least one material claim the Company shall reimburse the Executive for all reasonable costs and attorneys’ fees incurred.

Notwithstanding Section 13(a), an application for emergency or temporary injunctive relief by either party shall not be subject to arbitration under this Section 13; provided, however, that the remainder of any such dispute (beyond the application for emergency or temporary injunctive relief) shall be subject to arbitration under this Section 13.

BY ENTERING INTO THIS AGREEMENT AND ENTERING INTO THE ARBITRATION PROVISIONS OF THIS SECTION 13, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING ANY RIGHTS TO A JURY TRIAL.

Nothing in this Section 13 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining another party to this Agreement in a litigation initiated by a Person which is not a party to this Agreement.

Except as required by law, neither party nor its representatives may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the other party.

He has carefully read this Agreement;

He has had at least [twenty-one (21)] [forty-five (45)] days to consider this Agreement before the execution and delivery hereof to the Company [Add if 45 days applies: , and he acknowledges that attached to this Agreement are (1) a list of the positions and ages of those employees selected for termination (or participation in the exit incentive or other employment termination program);

He has been and hereby is advised in writing that he may, at his option, discuss this Agreement with an attorney of his choice and that he has had adequate opportunity to do so;

He fully understands the final and binding effect of this Agreement; the only promises made to him to sign this Agreement are those stated in the Employment Agreement and herein; and he is signing this Agreement voluntarily and of his own free will, and that he understands and agrees to each of the terms of this Agreement; and

With the exception of any sums that he may be owed pursuant to the Employment Agreement that are not payable until after the date that he has executed this Agreement, Executive has been paid all wages and other compensation to which he is entitled from all Company Parties and received all leaves (paid and unpaid) to which he was entitled during the Employment Period (as defined in the Employment Agreement).