Manavendra Sial - Final Letter Agreement

Limited Acceleration of Vesting. SunPower Corporation (“SunPower” or “we”) will provide limited acceleration of vesting of outstanding restricted stock units (“RSUs”) and performance-based RSUs (“PSUs”) that are scheduled to vest by 2020, if you are terminated without Cause (as defined in your employment agreement effective as of May 2, 2018 (“Employment Agreement”)) prior to December 5, 2020. The awards subject to accelerated vesting are listed in the table below.

Relocation Assistance. In order to assist you with your relocation to San Jose, California, we will provide you with relocation benefits consistent with SunPower’s U.S. Relocation Policy – Vice President and Above, except as set forth in this paragraph. We will cap the home purchase value to a maximum of USD $2.5 million, provide you with a miscellaneous relocation allowance of $25,000 (not subject to tax gross-up), and provide you with temporary housing for 30 days. To be eligible for all the benefits of the relocation program, you must work with the designated relocation partner approved service providers. In the event of your voluntary or involuntary termination for Cause before December 31, 2020, you will be required to repay relocation assistance payments as follows: such relocation assistance payments shall vest in equal monthly installments between July 1, 2019 and December 31, 2020 and, if terminated as described above, you (i) will repay any unvested payments already made and (ii) will not be entitled to receive any future payments. Notwithstanding the foregoing, the relocation assistance payments shall not exceed $300,000 in the aggregate.