Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 17, 2020, Bob Komin, Chief Financial Officer of Sunrun Inc. (the
"Company") notified the Company of his intention to resign as Chief Financial
Officer and Principal Financial Officer of the Company effective upon the
appointment of his successor. Mr. Komin will continue to serve as a consultant
to the Company until December 31, 2020, as set forth in the transition agreement
between the Company and Mr. Komin dated April 22, 2020 (the "Separation
Agreement"). Mr. Komin's resignation is for personal reasons and not as a result
of any disagreement with the Company regarding the operations, policies or
practices of the Company. The Separation Agreement is filed as Exhibit 10.1
hereto, and the foregoing description of the Separation Agreement is a summary
only and is qualified in its entirety by the full text of the Separation
Agreement, which is incorporated herein by reference.
On April 17, 2020, the Company entered into an offer letter with Tom
vonReichbauer pursuant to which Mr. vonReichbauer agreed to join the Company on
May 4, 2020 and assume the roles of Chief Financial Officer and Principal
Financial Officer effective as of May 11, 2020. Previously, Mr. vonReichbauer,
38, served as a Vice President at Google LLC (an internet services company)
since September 2018. Prior to Google, Mr. vonReichbauer was employed at Nest
Labs, Inc. (a smart home products company) from January 2013 through September
2018, serving in a variety of roles including as Chief Business Officer and
Chief Financial Officer. Mr. vonReichbauer holds a B.S. in Economics and an
M.B.A. from the Wharton School of the University of Pennsylvania.
Pursuant to the terms of the offer letter with Mr. vonReichbauer (the "Offer
Letter"), he will receive an annual salary of $440,000 and a one-time sign on
bonus of $100,000, each less applicable tax withholdings. Mr. vonReichbauer will
also be eligible to participate in the Company's Amended and Restated Executive
Incentive Compensation Plan, with a target bonus of 80% of his base salary. Mr.
vonReichbauer will also receive an initial equity award valued at $4,500,000 in
the form of 50% in stock options and 50% in restricted stock units ("RSUs"),
subject to the approval of the Company's board of directors. The number of
shares of common stock underlying the stock options granted will be determined
based on the then-current Black Scholes value of the Company's common stock on
Mr. vonReichbauer's start date, and the number of shares underlying the RSUs
granted will be determined by dividing $2,250,000 by the average trailing 45
calendar-day closing price of the Company's common stock, ending on the day
prior to Mr. vonReichbauer's start date. The shares subject to the stock options
will vest over four years, with 25% vesting after one year and the remainder
vesting in equal monthly installments thereafter, subject to Mr. vonReichbauer's
continued employment with the Company. The shares subject to the RSUs will vest
over four years, with 25% vesting after one year and the remainder vesting in
equal quarterly installments thereafter, subject to Mr. vonReichbauer's
continued employment with the Company. The Offer Letter is filed as Exhibit 10.2
hereto, and the foregoing description of the Offer Letter is a summary only and
is qualified in its entirety by the full text of the Offer Letter, which is
incorporated herein by reference.
There are no family relationships between Mr. vonReichbauer and any director or
executive officer of the Company, or any person nominated or chosen by the
Company to become a director or executive officer of the Company. Mr.
vonReichbauer has no direct or indirect material interest in any transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with his appointment, Mr. vonReichbauer will enter into the
Company's standard indemnification agreement and participate in the Company's
Key Employee Change in Control and Severance Plan and Amended and Restated
Executive Incentive Compensation Plan, each of which has previously been filed
with the SEC.
A copy of the press release announcing these events is filed as Exhibit 99.1 to
this Current Report on Form 8-K.



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Item 9.01 Financial Statements and Exhibits.
(d)   Exhibits.

   Exhibit No.           Description

                           Separation and Consulting Agreement between Bob Komin and Sunrun Inc., dated
10.1                     as of April 22, 2020.
                           Offer Letter between Tom vonReichbauer and Sunrun Inc., dated as of April 17,
10.2                     2020.
99.1                       Press Release, dated April 23, 2020.

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