STOCK-BASED COMPENSATION

The TerraForm Global, Inc. 2014 Long-Term Incentive Plan (the “Incentive Plan”) provides for the award of incentive and non-qualified stock options, stock appreciation rights, restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) to employees and non-employee directors, including employees and non-employee directors of SunEdison and its affiliates. The maximum contractual term of an award is 10 years from the date of grant. Shares issued under the plan may be authorized and unissued shares or treasury shares. As of June 30, 2017, the Company had authorized 17,884,910 shares for awards under the Incentive Plan and 9,433,333 shares remained available for future grant under this plan.

Stock-based compensation expense is recorded as a component of general and administrative expense in the Company’s unaudited condensed consolidated statements of operations and totaled $0.8 million and $1.7 million for the three and six months ended June 30, 2017, respectively, compared to $0.9 million and $2.0 million for the same periods in 2016.

Employee benefit related costs, including stock-based compensation costs related to equity awards in the stock of SunEdison, Inc. and its consolidated subsidiaries, of SunEdison employees who provide services to the Company are allocated to the Company based on the relative percentage of their time that the employee spends providing service to the Company. The amount of stock-based compensation expense related to equity awards in the stock of SunEdison and its consolidated subsidiaries which has been allocated to the Company was $0.4 million and $0.9 million for the three and six months ended June 30, 2017, respectively, and is reflected in the unaudited condensed consolidated statements of operations within general and administrative costs and has been treated as an equity contribution from SunEdison on the unaudited condensed consolidated statements of stockholders' equity. Similarly, stock-based compensation costs related to equity awards to SunEdison employees in the Company’s stock are allocated to SunEdison based on the relative percentage of their time that the employee spends providing service to SunEdison. The amount of stock-based compensation expense related to equity awards in the Company's stock which has been allocated to SunEdison was $0.6 million and $0.8 million for the three and six months ended June 30, 2017, respectively, and is recognized as a distribution to SunEdison on the unaudited condensed consolidated statements of stockholders' equity with no impact to the Company’s unaudited condensed consolidated statements of operations.

Restricted Stock Awards

RSAs provide the holder with immediate voting rights, but are restricted in all other respects until vested. Upon a termination of employment for any reason, any unvested shares of Class A common stock held by the terminated participant will be forfeited. All unvested RSAs are paid dividends and distributions.

The following table presents information regarding outstanding RSAs as of June 30, 2017 and changes during the six months then ended:



	Number of RSAs Outstanding		Weighted Average Grant Date Fair Value Per Share		Aggregate Intrinsic Value (in millions)
Balance at January 1, 2017	4,688,975		$	0.18
Converted	(35,212	)
Forfeited	(427,561	)	0.21
Balance at June 30, 2017	4,226,202		$	0.17	$	21.3

As of June 30, 2017, $0.4 million of total unrecognized compensation cost related to RSAs is expected to be recognized over a weighted average period of approximately 2.2 years.

The weighted average fair value of RSAs on the date of grant was $0.17 for the six months ended June 30, 2017 and 2016.

Restricted Stock Units

RSUs do not entitle the holders to voting rights and holders of the RSUs do not have any right to receive dividends or distributions.

The following table presents information regarding outstanding RSUs as of June 30, 2017 and changes during the six months then ended:



	Number of RSUs Outstanding		Aggregate Intrinsic Value (In millions)		Weighted Average Remaining Contractual Life (In years)
Balance at January 1, 2017	2,311,687
Granted	648,207
Converted	(144,706	)
Forfeited	(478,673	)
Balance at June 30, 2017	2,336,515		$	11.8	1.2

As of June 30, 2017, $5.6 million of total unrecognized compensation cost related to RSUs is expected to be recognized over a weighted average period of approximately 2.2 years.