AMENDMENT TO CONFIRMATORY EMPLOYMENT LETTER
This AMENDMENT TO CONFIRMATORY EMPLOYMENT LETTER (Amendment), is made by and between Sunrun Inc., inclusive of its subsidiaries and affiliates (the Company) and Lynn Jurich (Executive) (collectively the Parties), entered into as of August 5, 2021, to go into effect as of August 31, 2021 (the Effective Date).
WHEREAS, Executive and the Company entered into a certain Confirmatory Employment Letter dated May 8, 2015 (the Employment Letter); and
WHEREAS, the Parties mutually agree to amend the Employment Letter as set forth herein;
NOW, THEREFORE, in consideration of the representations and agreements in the Employment Letter as hereby amended, and other good and valuable consideration, the sufficiency of which the Parties acknowledge, the Parties agree as follows:
1. The Employment Letter shall be amended as follows:
(a) Role: Executive shall no longer serve as the Companys Chief Executive Officer, but shall instead assume the role of Executive Co-Chair on a part-time (.25 FTE) basis. In this new role, Executive shall continue to report to the Companys Board of Directors and shall fulfill such duties as may be reasonably assigned to her in her new capacity.
(b) Base Salary: Executives Base Salary shall be changed to $8,333.33 per semi-monthly pay period (equivalent to $200,000.00 annually), less applicable deductions and withholding (the Base Salary).
(c) Target Bonus: Executives Target Bonus amount shall be changed to 125% of her adjusted Base Salary at target (equivalent to $250,000.00 at target, assuming a full year base salary of $200,000), and shall continue to be based on achieving a combination of individual goals and Company financial goal(s) (the Target Bonus). Executives 2021 bonus will be pro-rated based on Executives base salary throughout the calendar year. All other requirements for earning and being paid any Target Bonus remain unchanged.
(d) Long-Term Time-Based Equity Incentives: Executives long-term time-based equity incentive awards with the Company shall remain as in-effect immediately prior to this Amendment, with vesting continuing as scheduled, subject to Executive maintaining active employment status of at least 0.25 FTE (with Executive understanding and agreeing that further vesting of any long-term time-based equity incentive awards shall cease if she fails to maintain at least 0.25 FTE status).
(e) Performance Equity Incentives: Executive shall continue to be eligible to earn her performance stock units (PSUs), subject to and conditioned upon (i) Executive maintaining both her membership on the Companys Board of Directors and active employment with the Company (of at least 0.25 FTE status) in the role of Executive Co-Chair through any applicable vesting dates (with Executive acknowledging and agreeing to this express condition, which supersedes and replaces the broader application to Service Providers as defined in the PSU terms); and (ii) all other general PSU terms and conditions remaining unchanged (with Executive understanding and agreeing that further vesting of any PSU shall cease if she fails to maintain all of these conditions).