This EMPLOYMENT AGREEMENT (the Agreement) is entered into as of August 5, 2021 by and between Sunrun Inc. (the Company), and Mary Powell (Executive) (collectively the Parties), to go into effect with respect to Executives role as an employee of the Company on August 5, 2021 and with respect to Executives appointment as the Companys Chief Executive Officer on August 31, 2021 (the Effective Date).
NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, the parties agree as follows:
1. Employment Period. Executives employment with the Company pursuant to this Agreement shall be at will, and either the Company or Executive may terminate the employment relationship at any time. The period during which Executive is in fact employed by the Company pursuant to this Agreement shall constitute the Employment Period hereunder.
2. Duties and Responsibilities.
A. Executive shall serve as the Companys Chief Executive Officer (CEO), with a principal office in the Companys San Francisco, California location, and shall report to the Companys Board of Directors (the Board). Executive agrees to perform in good faith and to the best of her ability all services that may be required of Executive hereunder and to be available to render such services at all reasonable times and places in accordance with such directions and requests as may be made from time to time by the Board.
B. Executive has been, and will continue to serve as, a member of the Companys Board. However, Executive may be removed from the Board in accordance with applicable law and the Companys bylaws. If Executive ceases to be employed by the Company in the capacity set forth herein, then Executive agrees to promptly resign from all Board and officer positions at the request of the Company.
C. Executive is expected and agrees to devote her full working time and attention to the business of the Company and will not render services to any other business without the prior approval of the Board (except as provided herein) or, directly or indirectly, engage or participate in any business that is competitive in any manner with the business of the Company. Executive agrees that by the fifteenth (15th) day following the Effective Date, Executive will have resigned, stepped down or ceased to provide service to any other business, job, charitable and civic activity or consulting activity, other than incidental activities undertaken on behalf of these entities and activities undertaken on behalf of the Company related to these entities that are disclosed to the Company. Notwithstanding, Executive may invest in up to one percent (1%) of the outstanding securities of any publicly-held corporation without approval of the Board, subject to the Companys Insider Trading Policy and Related Party Transactions Policy. Moreover, in the sole discretion of, and upon written approval from, the Board, Executive may participate in other Board of Director or advisory positions that do not in any way negatively impact or conflict with the Company or Executives employment with the Company; provided that Executive provides advance notice to the Companys General Counsel prior to pursuing any such position.
D. Executive also understands and agrees that she must fully comply with the Companys standard operating policies, procedures, and practices that are from time to time in effect during the term of her employment.