Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Chief Operating Officer

On December 31, 2021, Sunrun Inc. (the "Company") and Christopher Dawson entered into a Separation and General Release Agreement (the "Separation Agreement") in connection with Mr. Dawson stepping down from the role of Chief Operating Officer on December 31, 2021 and continuing to be a non-employee advisor to the Company through April 30, 2022 ("Advisory Services Period"). Pursuant to the Separation Agreement and in exchange for the advisory services, the Company will provide Mr. Dawson with a cash severance payment of $220,000, prorated bonus payment of $324,605, and acceleration of certain equity awards, as set forth in his Separation Agreement, a copy of which is filed as Exhibit 10.1 hereto.

The Separation Agreement also contains standard terms and conditions for arrangements of this type, including a release of claims provision. The foregoing is a summary only and does not purport to be a complete description of all of the terms, provisions and agreements contained in the Separation Agreement, and is subject to and qualified in its entirety by reference to the complete text of the Separation Agreement. Mr. Dawson's separation from the Company is not as a result of any disagreement with the Company regarding the operations, policies or practices of the Company.

Item 9.01. Financial Statements and Exhibits



(d) Exhibits

10.1    Se    paration Agreement by and betwee    n Chris    topher Daw    son
and Sunrun    , Inc., dated December 31, 2021.

104 Cover Page Interactive Data File (embedded within the inline XBRL document).

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