EX-10.1





 Exhibit 10.1 

EMPLOYMENT AGREEMENT 

THIS EMPLOYMENT AGREEMENT by and between SunPower Corporation, a Delaware corporation with its principal place of
business located at 51 Rio Robles, San Jose, California (the “Company”) and Peter Faricy (“Executive”), is dated as of the 20th day of March, 2021 (the “Agreement”). 

WHEREAS, the Company wishes to employ Executive on the terms and conditions, and for the consideration, hereinafter set forth; and 

WHEREAS, Executive desires to be employed by the Company on such terms and conditions and for such consideration. 

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises provided for in this Agreement and of other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 1. Employment
Period. This Agreement shall become effective as of April 19, 2021 (the “Effective Date”). Except as otherwise provided in Section 3 of this Agreement, the Company hereby agrees to employ Executive, and
Executive hereby agrees to be employed by the Company, on an at-will basis on the terms and conditions set-forth herein for the period commencing on the Effective Date until terminated upon Executive’s Date of Termination (as defined in
Section 3(f)) (the “Employment Period”). 
 2. Terms of Employment. 

(a) Position and Duties. 

(i) During the Employment Period, Executive shall (A) serve as President and Chief Executive Officer of the Company with
such duties and responsibilities as are commensurate with such position, (B) report to the Board of Directors of the Company (the “Board”), and (C) perform Executive’s services at the Company’s headquarters
(subject to reasonable travel requirements commensurate with Executive’s position). 
 (ii) During the Employment
Period, and excluding any periods of vacation and sick leave to which Executive is entitled, Executive agrees to devote Executive’s full business time and attention to the business and affairs of the Company. Notwithstanding the foregoing,
during the Employment Period, it will not be a violation of this Agreement for Executive to (A) with prior written notice to the Board, serve on the boards of directors of non-profit organizations and, with the prior written approval of the
Board, other for profit companies, (B) participate in charitable, civic, educational, professional, community or industry affairs, and (C) manage Executive’s passive personal investments, in each case so long as such activities in the
aggregate do not interfere or conflict with Company policies or Executive’s duties hereunder, or create a potential business or fiduciary conflict. 

(b) Compensation. 

(i) Base Salary. During the Employment Period, Executive shall receive a base salary of $660,000 per year paid in accordance with the
normal payroll practices of the Company as may be in effect from time to time, but in no event less frequently than monthly. The base salary shall be reviewed for increase at least annually. The annual base salary as determined herein and increased
from time to time shall constitute (“Base Salary”) for purposes of this Agreement. 
 (ii) Annual Bonus. Executive
shall be eligible, for each fiscal year of the Company ending during the Employment Period, for a total annual bonus (the “Annual Bonus”), in cash with a target Annual Bonus opportunity of 150% of Base Salary (“Target
Bonus”). Any Annual Bonus earned with respect to a particular year will be paid in accordance with the Executive Performance Bonus Plan and any program thereunder as may be in effect for such fiscal year. The Annual Bonus paid may be higher
or lower than the Target Bonus for over- or under-achievement of goals as determined by the Board and/or the Compensation Committee of the Board (the “Compensation Committee”) in its sole discretion. 

(iii) Relocation. In order to assist Executive in relocating to the area surrounding the Company’s offices in San Jose, California,
Executive shall be paid a lump sum relocation bonus of $800,000 within 30 days of the Effective Date (the “Relocation Bonus”). Notwithstanding the foregoing, the Relocation Bonus shall not be earned to any extent as of the payment
date. Instead, one-twelfth of the Relocation Bonus shall be earned upon the completion of each month of continuous employment by Executive with the Company following the Effective Date. In the event Executive’s employment hereunder is
terminated by the Company for Cause (as defined below) or Executive resigns other than for Good Reason (as defined below), in each case, prior to the first anniversary of the Effective Date, then Executive agrees to repay the portion of the
Relocation Bonus that remains unearned as of the date of termination or resignation. 












 (iv) Equity Grants. During the Employment Period, subject to approval by the Board or
the Compensation Committee, as appropriate, Executive shall be considered for grants of incentive equity awards under the Company’s long term incentive compensation arrangements in accordance with the Company’s policies, the applicable
award agreement and the incentive compensation plan under which such awards were granted, as may be in effect from time to time. Without limiting the generality of the foregoing: 

(A) On the Effective Date, the Company shall grant to the Executive an equity incentive award covering a number of shares of Company common
stock equal to the quotient obtained by dividing (i) $5,300,000 by (ii) the average closing trading price of a share of Company common stock during the month preceding the month during which the Effective Date occurs (the “Sign-On
Equity Award”). The Sign-On Equity Award shall consist of an equal number of restricted stock units (the “Sign-On RSUs”) and performance stock units (the “Sign-On PSUs”). The Sign-On RSUs will vest and be
settled in equal annual installments over a 4-year period, with the installment vesting on each of the first, second, third and fourth anniversaries of the Effective Date. The Sign-On PSUs shall vest based on the achievement of performance goals
established by the Board in February 2021 with respect to performance stock units granted to the other senior executives of the Company and set forth with other applicable terms and conditions in a separate Sign-On PSU agreement. 

(B) In addition, the Company will grant Executive one restricted stock unit for each share of Company common stock Executive purchases within
the 12-month period commencing on the Effective Date, up to an aggregate of $3,000,000 of purchase price paid by Executive for such shares of common stock (“Matching RSUs”). Each Matching RSU granted to Executive will vest in equal
installments on each of the first two anniversaries of the last day of the calendar quarter in which Executive purchased the related share of common stock, provided that Executive remains employed with the Company and continues to hold such related
share through the vesting date. In order to facilitate the purchase of shares by Executive, the Company shall grant Executive the right to purchase up to $3 million in shares of Company common stock based on the closing trading price of a share of
Company common stock on the date of purchase (or if the date of purchase is not a trading day, the immediately preceding trading day) through an equity incentive plan maintained by the Company. 

(C) Notwithstanding the foregoing, the Sign-On Equity Award and Matching RSUs shall be (i) eligible for accelerated vesting in accordance
with Section 4 of this Agreement and (ii) entitled to dividend equivalent rights. 
 (v) Employee Benefits. During
the Employment Period, Executive shall be entitled to participate in any employee benefit plan that the Company has adopted or may adopt, maintain or contribute to for the benefit of its employees generally, subject to satisfying the applicable
eligibility requirements, except to the extent that such plans are duplicative of the benefits otherwise provided hereunder. Executive’s participation will be subject to the terms of the applicable plan documents and generally applicable
Company policies. Notwithstanding the foregoing, the Company may modify or terminate any employee benefit plan at any time. 
 (vi)
Vacation. During the Employment Period, Executive shall be entitled to Discretionary Paid Time Off in accordance with the Company’s policy applicable to exempt employees as in effect from time to time. 

(vii) Business Expenses. During the Employment Period, and upon presentation of reasonable substantiation and documentation as the
Company may specify from time to time, Executive shall be reimbursed in accordance with the Company’s expense reimbursement policy, for all reasonable out-of-pocket business expenses incurred and paid by Executive during the Employment Period
and in connection with the performance of Executive’s duties hereunder. In addition, the Company shall pay the fees of Executive’s counsel for the review and negotiation of this Agreement and the related agreements, up to a maximum of
$30,000. 
 (viii) Place of Employment. During the Employment Period, Executive’s place of employment shall be in the San
Francisco Bay Area of California, or such other location as agreed in writing between Executive and the Company; provided that, during the global COVID-19 pandemic, Executive may perform his duties from the location(s) of his choosing. 

3. Termination of Employment. Executive’s employment and the Employment Period shall terminate on the first of the following to
occur: 
 (a) Death or Disability. Executive’s employment shall terminate automatically if Executive dies during the Employment
Period. If the Company determines in good faith that the Disability (as defined herein) of Executive has occurred during the Employment Period (pursuant to the definition of “Disability” set forth below), it may give to Executive written
notice in accordance with Section 14(c)) of its intention to terminate Executive’s employment. In such event, Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by
Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of Executive’s duties. “Disability” means the
absence of Executive from Executive’s duties with the Company on a full-time basis for 90 consecutive business days, or 90 business days during any period of 120 consecutive business days, as a result of incapacity due to mental or physical
illness. Executive shall cooperate in all respects with the Company if a question arises as to whether Executive has become disabled (including, without limitation, submitting to reasonable examinations by one or more medical doctors and other
health care specialists selected by the Company or its insurers and authorizing such medical doctors and other health care specialists to discuss Executive’s condition with the Company). 

  
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 (b) By the Company. The Company may terminate Executive’s employment during the
Employment Period for any, or no reason, with or without Cause. For purposes of this Agreement, “Cause” will be deemed to exist upon: 

(i) any misuse or misappropriation by Executive of the funds, assets or property of the Company, its parent, an affiliate or a
subsidiary for any personal or other improper purpose; 
 (ii) any act of fraud, material dishonesty, theft or embezzlement
by Executive in connection with the business of the Company; 
 (iii) any act of moral turpitude, material dishonesty, fraud
by or felony conviction of Executive whether or not such acts were committed in connection with the business of the Company, an affiliate or a subsidiary that would reasonably be expected to be materially injurious to the financial condition or
business reputation of the Company, its Subsidiaries or affiliates; 
 (iv) any willful failure by Executive substantially to
perform the lawful instructions of the Board that are consistent with and appropriate for Executive’s position (other than as a result of total or partial incapacity due to physical or mental illness) following written notice by the Company to
Executive of such failure; 
 (v) any willful or gross misconduct by Executive in connection with Executive’s duties to
the Company which, in the reasonable good faith judgment of the Board, would reasonably be expected to be materially injurious to the financial condition or business reputation of the Company, its Subsidiaries or affiliates; 

(vi) Executive’s failure to cooperate in any audit or investigation of the business or financial practices of the Company
or any of its subsidiaries; 
 (vii) any willful failure by Executive to follow any material Company policy; or 

(viii) any willful and material breach by Executive of this Agreement or any other agreement with the Company, or a willful and
material violation of the Company’s code of conduct or other written policy. 
 No act or failure to act will be
considered willful (1) unless it is done or omitted to be done based on Executive’s reasonable belief that Executive’s action or omission was in the best interest of the Company or (2) if done or omitted to be done based on
advice of counsel or at the direction of, or with the written consent or approval of the Board. No termination shall be for “Cause” under subsection (iii), (iv), (v), (vi), (vii) or (viii) unless Executive has been provided with
written notice of the circumstances alleged to constitute “Cause” and 10 days to cure such circumstances. 
 (c)
By Executive. Executive’s employment may be terminated during the Employment Period by Executive with or without Good Reason. For purposes of this Agreement, “Good Reason” shall mean, in the absence of the prior written
consent of Executive, 
 (i) a diminution in Executive’s title, Executive being required to report to anyone other than
the Board, Executive ceasing to be the most senior Executive of the Company and its subsidiaries or a material diminution in Executive’s position, duties, authorities or responsibilities (other than temporarily while physically or mentally
incapacitated, while being investigated by the Company, or as required by applicable law); 
 (ii) a material reduction of
Executive’s Base Salary or Target Bonus opportunity; provided however that for purposes of this clause (ii) the mere payment of a lower bonus amount due to underperformance shall in and of itself not constitute a reduction in Target Bonus
opportunity; 
 (iii) relocation of Executive’s primary workplace (i) beyond a 45-mile radius from such workplace,
and (ii) no closer to Executive’s permanent residence immediately prior to such workplace relocation; provided however that being required to work from home or at another primary workplace due to a government mandated order shall not
constitute a relocation for these purposes; or 
 (iv) any other material breach by the Company of this Agreement; 

provided, however, that Executive’s termination of employment shall not be deemed to be for Good Reason unless
(A) Executive has notified the Company in writing describing the occurrence of one or more Good Reason events within thirty (30) days of such occurrence, and (B) the Company fails to cure such Good Reason event within thirty
(30) days after its receipt of such written notice and (C) the termination of employment occurs within ninety (90) days following the expiration of the Company’s cure period described above. Otherwise, any claim of such
circumstances as “Good Reason” shall be deemed irrevocably waived by Executive. 

  
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 (d) In Connection with Change in Control. “In Connection with a Change in
Control” means an event that occurs (i) on or following the date a definitive agreement that contemplates a transaction that, if consummated, would constitute a Change in Control (as defined below) but prior to the date such definitive
agreement is terminated without the transaction contemplated thereby being consummated or (ii) during the period beginning three (3) months prior to a Change in Control and ending 24 months following a Change in Control. 

(e) Notice of Termination; Expiration of Employment Period. Any termination of employment by the Company for Cause, or by Executive for
Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 14(c) of this Agreement. “Notice of Termination” means a written notice that (i) indicates the
specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the
provision so indicated, and (iii) if the Date of Termination (as defined herein) is other than the date of receipt of such notice, specifies the Date of Termination (which Date of Termination shall be not more than thirty (30) days after
the giving of such notice). The failure by Executive or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of Executive or the Company,
respectively, hereunder or preclude Executive or the Company, respectively, from asserting such fact or circumstance in enforcing Executive’s or the Company’s respective rights hereunder. 

(f) Date of Termination. “Date of Termination” means (i) if Executive’s employment is terminated by the
Company for Cause, or by Executive for Good Reason, the date of receipt of the Notice of Termination or such later date specified in the Notice of Termination, as the case may be, (ii) if Executive’s employment is terminated by the Company
other than for Cause or Disability, the date on which the Company notifies Executive of such termination, (iii) if Executive resigns without Good Reason, the date on which Executive notifies the Company of such termination, and (iv) if
Executive’s employment is terminated by reason of death or Disability, the date of Executive’s death or the Disability Effective Date, as the case may be. Notwithstanding the foregoing, in no event shall the Date of Termination occur until
Executive experiences a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the date on which such separation from service takes place shall
be the “Date of Termination.” 
 (g) Resignation. Upon any termination of Executive’s employment with the
Company, Executive shall be deemed to resign from any position as an officer, director, or fiduciary of any Company-related entity, and will execute any documents reasonably requested by the Company to confirm such resignation. 

4. Obligations of the Company upon Termination. 

(a) By the Company other than for Cause, Death or Disability or Resignation for Good Reason and other than in Connection
with a Change in Control. If, during the Employment Period, the Executive resigns for Good Reason or the Company terminates Executive’s employment other than for Cause, death or Disability and, in each case, such termination is not in
Connection with a Change in Control, the Company shall pay to the Executive the following: (i) the Accrued Obligations (as defined below) and the Other Benefits (as defined below); (ii) in a lump sum on the 60th day following the Date of
Termination, the sum of Executive’s Base Salary and Executive’s Target Bonus (in each case, without regard to any reduction thereto); (iii) in a lump sum on the 60th day following the Date of Termination, the Pro Rata Bonus (as
defined below); (iv) the COBRA Benefits (as defined below); and (v) the Equity Benefits (as defined below). To the extent that any portion of the amounts and benefits in the preceding sentence constitute “nonqualified deferred
compensation” for purposes of Section 409A of the Code and the 60-day period following the Date of Termination begins in one calendar year and ends in the subsequent calendar year, payment of such portion shall be made within such 60-day
period and in the subsequent calendar year. For the avoidance of doubt, Executive shall not be eligible to participate in the Company’s 2019 Management Career Transition Plan (the “MCTP”), or any successor program, and
Executive hereby waives any right to participate in the MCTP. 
 (b) Obligations of the Company upon Termination in
Connection with a Change in Control. If, during the Employment Period, the Company terminates Executive’s employment other than for Cause, death or Disability or Executive terminates employment for Good Reason and, in each case, such
termination is in Connection with a Change in Control: 
 (i) The Company shall pay to Executive, in a lump sum in cash
within 30 days after the Date of Termination (or earlier, if required by applicable law), the following amounts: the sum of (A) Executive’s Base Salary through the Date of Termination to the extent not theretofore paid,
(B) Executive’s business expenses that are reimbursable pursuant to Section 2(b)(vii) but have not been reimbursed by the Company as of the Date of Termination, (C) the Executive’s accrued but unpaid paid time off
through the Date of Termination, if any, and (D) any unpaid bonus for a completed fiscal year (the sum of such amounts, the “Accrued Obligations”); 

  
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 (ii) Subject to Section 12(b), on or before the 60th day after
the Date of Termination, the Company shall, subject to Section 4(e), pay to Executive a lump sum cash amount equal to the sum of (I) the Pro Rata Bonus and (II) the product obtained by multiplying (A) two (2) by (B) the
sum of (x) Executive’s Base Salary (without regard to any reduction thereto) and (y) Executive’s Target Bonus (without regard to any reduction thereto); provided, however, that to the extent that any portion of such payment
constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Code and the 60-day period following the Date of Termination begins and one calendar year and ends in the subsequent calendar year, payment of such
portion shall be made within such 60-day period and in the subsequent calendar year; 
 (iii) Subject to
Section 12(b) and Section 4(e), if the Executive is eligible for and has made the necessary elections for continuation coverage pursuant to COBRA under a group health, dental or vision plan sponsored by the Company, the
Company will pay, as and when due directly to the COBRA carrier, the COBRA premiums necessary to continue the Participant’s COBRA coverage for the Participant and the Participant’s eligible dependents in effect immediately prior to the
Date of Termination, from the Date of Termination until the earliest to occur of (A) eighteen (18) months, (B) the expiration of the Participant’s eligibility for the continuation coverage under COBRA, and (C) the date on
which the Participant becomes eligible for health insurance coverage in connection with new employment or self-employment (such period, the “COBRA Payment Period”) (provided that notwithstanding the foregoing clause relating to the
Company paying for such coverage, the Executive assumes the cost, on an after- tax basis to the extent required to avoid adverse tax consequences under Section 105(h) of the Code or adverse consequences under the Affordable Care Act, as
determined by the Plan Administrator in its sole discretion, for such continuation coverage) (the benefits under this clause (iii), the “COBRA Benefits”). The Executive agrees to promptly notify the Company as soon as the Executive
becomes eligible for health insurance coverage in connection with new employment or self-employment; 
 (iv) Subject to
Section 12(b) and Section 4(e), any restricted stock units and any other equity awards that remain outstanding as of the Date of Termination, and (A) vest solely based upon continued employment with the Company (which,
for the avoidance of doubt, shall include the Matching RSUs and Sign-On RSUs to the extent outstanding), shall vest and, to the extent applicable, become exercisable and any risk of forfeiture or right of repurchase thereon lapse, in each case,
effective as of the Date of Termination or (B) are subject to performance conditions (which, for the avoidance of doubt, shall include the Sign-On PSUs), shall vest effective as of the Date of Termination based on target performance. Any
restricted stock units, including the Matching RSUs, Sign-On RSUs and Sign-On PSUs, and other equity awards that settle upon vesting, in each case that vest pursuant to this Section 4(b)(iv) shall be settled within 60 days of the Date of
Termination, or, to the extent such restricted stock units or other equity awards constitute “nonqualified deferred compensation” for purposes of Section 409A Code, settled at the time that such restricted stock units or other equity
awards would have been settled in accordance with their then-existing terms; and 
 (v) To the extent not theretofore paid or
provided, the Company shall timely pay or provide to Executive any Other Benefits (as defined in Section 5) in accordance with the terms of the underlying plans or agreements. 

Other than as set forth in Sections 4(a) and 4(b), in the event of a termination of Executive’s employment by the Company without
Cause (other than due to death or Disability) or by Executive for Good Reason, the Company shall have no further obligation to Executive under this Agreement. Payments and benefits provided in this Sections 4(a) and 4(b) shall be in lieu of
any termination or severance payments or benefits for which Executive may be eligible under any of the plans, policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or
regulation. 
 (c) Death or Disability. If Executive’s employment is terminated by reason of Executive’s
death or Disability during the Employment Period, the Company shall provide Executive or, in the event of death, Executive’s estate or beneficiaries, with the Accrued Obligations, the Equity Benefits, the Pro Rata Bonus, and the timely payment
or delivery of the Other Benefits in accordance with the terms of the underlying plans or agreements, and shall have no further obligations under this Agreement. The Accrued Obligations shall be paid to Executive or, in the event of death,
Executive’s estate or beneficiaries, in a lump sum in cash within thirty (30) days of the applicable Date of Termination or such earlier period as may be required under applicable law. 

(d) Cause; Other than for Good Reason. If Executive’s employment is terminated for Cause during the Employment
Period, the Company shall provide Executive with Executive’s Base Salary through the Date of Termination, the Accrued Obligations and the timely payment or delivery of the Other Benefits in accordance with the terms of the underlying plans or
agreements, and shall have no further obligations under this Agreement. If Executive voluntarily terminates employment other than for Good Reason in Connection with a Change in Control during the Employment Period, the Company shall provide
Executive with the Executive’s Base Salary through the Date of Termination, the Accrued Obligations and the timely payment or delivery of the Other Benefits in accordance with the terms of the underlying plans or agreements, and shall have no
further obligations under this Agreement. Such amounts shall be paid to Executive in a lump sum in cash within thirty (30) days of the Date of Termination or such earlier period as may be required under applicable law. 

  
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 (e) Release. Notwithstanding anything herein to the contrary, the
Company shall not be obligated to make any payments under Sections 4(a)(ii)-4(a)(iv) and 4(b)(ii)-4(b)(iv) of this Agreement, as applicable unless (i) prior to the 60th day following the Date of Termination, Executive executes and
delivers to the Company a release of claims against the Company and its affiliates in the form attached hereto as Exhibit A, as may be updated to reflect any changes in law (the “Release”), and (ii) any applicable
revocation period has expired during such 60- day period without Executive revoking such Release. 
 5. Non-Exclusivity of
Rights. Amounts that Executive is otherwise entitled to receive under any plan, policy, practice or program of or any other contract or agreement with the Company at or subsequent to the Date of Termination (“Other Benefits”)
shall be payable in accordance with such plan, policy, practice or program or contract or agreement, except as explicitly modified by this Agreement. Notwithstanding the foregoing, Executive shall not be eligible to participate in any other
severance plan, program or policy of the Company. 
 6. Set-off; No Mitigation. Except for such amounts as may be owed
by Executive to the Company pursuant to Section 2(b)(iii), the Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be subject to set-off,
counterclaim, recoupment, defense, or other claim, right or action that the Company may have against Executive. In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to
Executive under any of the provisions of this Agreement. Following a Change in Control, the Company shall pay, to the fullest extent permitted by law, all legal fees and expenses that the Executive may reasonably incur as a result of a contest
regarding, arising under or in connection with this Agreement so long as Executive has prevailed on at least one material claim. Such payment shall be made within 10 days following the determination by the arbitrator or court of competent
jurisdiction, as applicable, that Executive has so prevailed. 
 7. Limitations on Payments Under Certain
Circumstances. Notwithstanding any provision of any other plan, program, arrangement or agreement to the contrary, in the event that it shall be determined that any payment or benefit to be provided by the Company to Executive pursuant to the
terms of this Agreement or any other payments or benefits received or to be received by Executive (a “Payment”) in connection with or as a result of any event which is deemed by the U.S. Internal Revenue Service or any other taxing
authority to constitute a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company (the “CIC”) and subject to the tax (the “Excise Tax”)
imposed by Section 4999 (or any successor section) of the Code, the Payments, whether under this Agreement or otherwise, shall be reduced so that the Payment, in the aggregate, is reduced to the greatest amount that could be paid to Executive
without giving rise to any Excise Tax; provided that in the event that Executive would be placed in a better after-tax position after receiving all Payments and not having any reduction of Payments as provided hereunder, Executive shall,
notwithstanding the provisions of any other plan, program, arrangement or agreement to the contrary, receive all Payments and pay any applicable Excise Tax. All determinations under this Section 7 shall be made by a nationally recognized
accounting firm expert in Section 280G who is not providing services to the person effectuating the CIC and selected by the Company prior to a CIC and acceptable to the Executive (the “Accounting Firm”). Without limiting the
generality of the foregoing, any determination by the Accounting Firm under this Section 7 shall take into account the value of any reasonable compensation for services to be rendered by Executive (or for holding oneself out as available
to perform services and refraining from performing services (such as under a covenant not to compete)). If the Payments are to be reduced pursuant to this Section 7, the Payments shall be reduced in the order that maximizes the economic
benefit to Executive. All determinations of the Accounting Firm shall be final and binding on Executive and the Company and its successors. 
 8.
Restrictive Covenants. 
 (a) Acknowledgements and Agreements. Executive hereby acknowledges and agrees that in
the performance of Executive’s duties to the Company during the Employment Period, Executive shall be brought into frequent contact with existing and potential customers of the Company throughout the world. Executive also agrees that trade
secrets and confidential information of the Company, more fully described in Section 8(h) gained by Executive during Executive’s association with the Company, have been developed by the Company through substantial expenditures of
time, effort and money and constitute valuable and unique property of the Company. Executive further understands and agrees that the foregoing makes it necessary for the protection of the Company’s business that Executive not compete with the
Company during Executive’s employment with the Company and not compete with the Company for a reasonable period thereafter, as further provided in the following sections. As a condition of Company entering into this Agreement, Executive must
also execute the Company’s Proprietary Information and Assignments Agreement. 
 (b) Prohibited Activity During
Employment. Executive will not engage in the following conduct during Executive’s employment with the Company, including, without limitation, on behalf of Executive or any other party: 

(i) entering into or engaging in any business which competes with the Company’s Business; 

(ii) soliciting customers, business, patronage or orders for, or selling, any products or services, in each case, in
competition with, or for any business that competes with, the Company’s Business; 

  
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 (iii) other than pursuant to the good faith execution of Executive’s
duties to the Company, soliciting, inducing, or influencing, or attempting to solicit, induce, or influence any person to terminate his or her employment or other contractual relationship with the Company; 

(iv) diverting, enticing or otherwise taking away any customers, business, patronage or orders of the Company or attempting to
do so; or 
 (v) promoting or assisting, financially or otherwise, any person, firm, association, partnership, corporation or
other entity 
 engaged in any business which competes with the Company’s Business. 

(c) Following Termination. For a period of twelve (12) months following Executive’s termination of employment with the Company, Executive will
not: 
 (i) enter into or engage in any business which competes with the Company’s 

Business within the Restricted Territory (as hereinafter defined); 

(ii) divert, entice or otherwise take away any customers, business, patronage or orders of the Company within the Restricted
Territory, or attempt to do so ; 
 (iii) promote or assist, financially or otherwise, any person, firm, association,
partnership, corporation or other entity engaged in any business which competes with the Company’s Business within the Restricted Territory; 

(iv) solicit or induce or attempt to solicit or induce any employee(s), sales representative(s), agent(s) or consultant(s) of
the Company and/or of its parents, or its other subsidiaries or affiliated or related companies to terminate their employment, representation or other association with the Company and/or its parent or its other subsidiary or affiliated or related
companies; or 
 (v) use the Company’s Confidential Information to solicit customers, business, patronage or orders for,
or sell, any products or services in competition with, or for any business, wherever located, that competes with, the Company’s Business within the Restricted Territory. 

For the purposes of Sections 8(b) and 8(c) above, inclusive, but without limitation thereof, Executive will be in
violation thereof if Executive engages in any or all of the activities set forth therein directly as an individual on Executive’s own account, or indirectly as a partner, joint venturer, employee, agent, salesperson, consultant, officer and/or
director of any firm, association, partnership, corporation or other entity, or as a stockholder of any corporation in which Executive or Executive’s spouse, child or parent owns, directly or indirectly, individually or in the aggregate, more
than 5% of the outstanding stock. 
 (d) The “Company.” For the purposes of this Section 8, the
“Company” shall include any and all direct and indirect subsidiaries, parents, and affiliated, or related companies of the Company for which Executive worked or had responsibility at the time of termination of Executive’s employment
and at any time during the two year period prior to such termination. 
 (e) The Company’s “Business.”
For the purposes of this Section 8, the Company’s Business is defined to be any business anywhere in the world relating to (i) the research, development, manufacture, sales, distribution, marketing of photovoltaic products,
systems, or any of their components; (ii) energy management products, systems, or any of their components as described in any and all manufacturing, marketing and sales manuals and materials of the Company as the same may be altered, amended,
supplemented or otherwise changed from time to time; (iii)energy storage products, systems or any of their components and related hardware & software as described in any and all manufacturing, marketing and sales manuals and materials of
the Company as the same may be altered, amended, supplemented or otherwise changed from time to time, and (iv) any other photovoltaic products or services substantially similar to or readily substitutable for any such described products and
services; provided, that, any alterations, amendments, supplements or other changes to any manufacturing, marketing and sales manuals and materials that occur after the date of Executive’s termination shall not operate to modify this definition
of the Company’s Business. 
 (f) “Restricted Territory.” For the purposes of Section 8,
the Restricted Territory shall be defined as and limited to: 
 (i) the geographic area(s) within a 100-mile radius of any
and all of the Company’s location(s) in, to, or for which Executive worked, to which Executive was assigned or had any responsibility (either direct or supervisory) at the time of termination of Executive’s employment and at any time
during the two-year period prior to such termination; 
 (ii) the geographic areas of the United States and United States Territories; and 

(iii) all of the specific customers or channels, whether within or outside of the geographic area described in (i) or
(ii) above, with which Executive had any contact or for which Executive had any responsibility (either direct or supervisory) at the time of termination of Executive’s employment and at any time during the two-year period prior to such
termination. 

  
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 (g) Extension. If it shall be judicially determined that Executive
has violated any of Executive’s obligations under Section 8(b), then the period applicable to each obligation that Executive shall have been determined to have violated shall automatically be extended by a period of time equal in
length to the period during which such violation(s) occurred. 
 (h) Further Covenants. Executive acknowledges and
agrees that the Agreement Concerning Proprietary Information and Inventions between Executive the Company (the “Confidential Information Agreement”) will continue in effect. During the Employment Term, Executive agrees to execute
any updated versions of the Company’s form of Confidential Information Agreement (any such updated version also referred to as the “Confidential Information Agreement”) as may be required of substantially all of the
Company’s executive officers, provided, that such updates are limited to the extent reasonably necessary to reflect a change in applicable law and are otherwise no less favorable to Executive than the preceding version of the Confidential
Information Agreement. The U.S. Defend Trade Secrets Act of 2016 (“DTSA”) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret
that (A) is made in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a
complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, the DTSA provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law
may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except
pursuant to court order. 
 (i) Nondisparagement. Executive agrees not to make negative comments or otherwise
disparage the Company or its officers, directors, employees, shareholders, agents or products other than in the good faith performance of Executive’s duties to the Company while Executive is employed by the Company. The Company shall not make
negative comments or otherwise disparage the Executive other than in the good faith performance of duties to the Company while Executive is employed by the Company. The foregoing shall not be violated by truthful statements in response to legal
process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings). 

(j) Return of Company Property. Executive hereby acknowledges and agrees that all property, including, without
limitation, all source code listings, books, manuals, records, models, drawings, reports, notes, contracts (both forms thereof and executed versions), lists, blueprints, and other documents or materials (hard copy or electronic) furnished to
Executive or prepared by Executive in the course of or incident to Executive’s employment with the Company and all copies thereof, all equipment furnished to Executive in the course of or incident to Executive’s employment, and all
proprietary information belonging to the Company will be promptly returned to the Company on Date of Termination (for any reason) or at any other time at the Company’s request. Following the Date of Termination, Executive will not retain any
written or other tangible material (hard copy or electronic) containing any proprietary or confidential information. On the date of Date of Termination (or at any time prior thereto at the Company’s request), Executive shall return all
Company-provided laptops, computers, cell phones, wireless electronic mail devices or other electronic storage devices on an “as-is” basis (i.e., without wiping such devices, deleting files or returning/resetting to factory settings) and
shall supply the Company with all passwords necessary to gain access to such devices. Executive shall cooperate with the Company to identify and permanently delete any and all Company information stored on or accessed by Executive’s personal
devices and electronic storage media, including email and cloud storage. The Company shall cooperate with the Executive to identify and transfer to Executive any and all personal information stored on or accessed by Company devices and electronic
storage media, including email and cloud storage. 
 (k) Remedies. The parties acknowledge and agree that any breach
by Executive of the terms of this Agreement may cause the Company irreparable harm and injury for which money damages would be inadequate. Accordingly, the Company, in addition to any other remedies available at law or equity, shall be entitled, as
a matter of right, to injunctive relief in any court of competent jurisdiction. The parties agree that such injunctive relief may be granted without the necessity of proving actual damages. Nothing in this Agreement shall limit the Company’s
remedies under state for federal law or elsewhere. 
 (l) Reasonableness. Executive acknowledges that Executive’s
obligations under this Section 8 are reasonable in the context of the nature of the Company’s Business and the competitive injuries likely to be sustained by the Company if Executive were to violate such obligations. Executive
further acknowledges that this Agreement is made in consideration of, and is adequately supported by, the agreement of the Company to perform its obligations under this Agreement and by other consideration, which Executive acknowledges constitutes
good, valuable and sufficient consideration. 

  
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 9. Successors. 

(a) This Agreement is personal to Executive and without the prior written consent of the Company shall not be assignable by
Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of, and be enforceable by, Executive’s legal representatives. 

(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. As used in
this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise. 

10. Cooperation. Upon the receipt of reasonable notice from the Company (including outside counsel), Executive agrees
that while employed by the Company and thereafter, Executive will respond and provide information with regard to matters in which Executive has knowledge as a result of Executive’s employment with the Company, and will provide reasonable
assistance to the Company, its affiliates and their respective representatives in defense of any claims that may be made against the Company or its affiliates, and will assist the Company and its affiliates in the prosecution of any claims that may
be made by the Company or its affiliates, to the extent that such claims may relate to the period of Executive’s employment with the Company (collectively, the “Claims”). Executive agrees to promptly inform the Company if
Executive becomes aware of any lawsuits involving Claims that may be filed or threatened against the Company or its affiliates. Executive also agrees to promptly inform the Company (to the extent that Executive is legally permitted to do so) if
Executive is asked to assist in any investigation of the Company or its affiliates (or their actions) or another party attempts to obtain information or documents from Executive (other than in connection with any litigation or other proceeding in
which Executive is a party-in-opposition) with respect to matters Executive believes in good faith to relate to any investigation of the Company or its affiliates, in each case, regardless of whether a lawsuit or other proceeding has then been filed
against the Company or its affiliates with respect to such investigation, and shall not do so unless legally required. During the pendency of any litigation or other proceeding involving Claims, Executive shall not communicate with anyone (other
than Executive’s attorneys and tax and/or financial advisors and except to the extent that Executive determines in good faith is necessary in connection with the performance of Executive’s duties hereunder) with respect to the facts or
subject matter of any pending or potential litigation or regulatory or administrative proceeding involving the Company or any of its affiliates without giving prior written notice to the Company or the Company’s counsel. Any services under
this Section 10 shall be covered by Section 11. Executive’s obligations under this Section 10 shall take into account his other professional and personal obligations, shall not, without reasonable agreement,
exceed 10 hours in any month and shall not exceed 40 hours in any year. Upon presentation of appropriate documentation, the Company shall pay or reimburse Executive for all reasonable out-of-pocket travel, duplicating or telephonic expenses incurred
by Executive in complying with this Section 10. In the event the Company requires Executive’s services under this Section 10 more than two years after Executive’s termination of employment with the Company, then
Executive and the Company shall negotiate in good faith reasonable compensation for any such services. 
 11.
Indemnification. The Company hereby agrees to indemnify Executive (and provide advancement of expenses) to the maximum extent provided under the By-Laws of the Company for acts taken within the scope of his employment and his service as an
officer or director of the Company or any of its subsidiaries or affiliates. To the extent that the Company obtains coverage under a director and officer indemnification policy, Executive will be entitled to such coverage on a basis that is no less
favorable than the coverage provided to any other officer or director of the Company. The Company shall provide Executive with the indemnification agreement attached hereto as Exhibit B. 

12. Tax Matters. 
 (a) The
Company, its subsidiaries and affiliates may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes or social security charges as shall be required to be withheld pursuant to any applicable law or
regulation. The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “Section
409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith or exempt therefrom. Notwithstanding any other provision of this Agreement, none of the Company, its subsidiaries or
affiliates guarantees any tax result with respect to payments or benefits provided hereunder. Executive is responsible for all taxes owed with respect to all such payments and benefits. 

(b) Notwithstanding any provision of this Agreement to the contrary, in the event that Executive is a “specified
employee” within the meaning of Section 409A (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination) (a “Specified Employee”), any payments or benefits that are
considered non-qualified deferred compensation under Section 409A payable under this Agreement on account of a “separation from service” during the six-month period immediately following the Date of Termination shall, to the extent
necessary to comply with Section 409A, instead be paid, or provided, as the case may be, on the first business day after the date that is six months following Executive’s “separation from service” within the meaning of
Section 409A. 
 (c) For purposes of Section 409A, Executive’s right to receive any installment payments
pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement that is
considered nonqualified deferred compensation, subject to Section 409A. With regard to any provision herein that provides for reimbursement of costs and 

  
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expenses or in-kind benefits that are deferred compensation subject to Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange
for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other
taxable year and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. 

13. Complete Agreement. This Agreement sets forth the entire agreement of the parties hereto in respect of the subject
matter contained herein, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto in respect of the
subject matter contained herein. Notwithstanding the foregoing, the provisions of Section 8 are in addition to, and not in lieu of, any similar restrictive covenants to which Executive may be a party. 

14. Miscellaneous. 

(a) This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without reference to
principles of conflict of laws. Subject to Section 15 below, each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of the courts of the State of Texas (or, in the case of a federal claim as to which
federal courts have exclusive jurisdiction, the Federal Court of the United States of America) in connection with any matter based upon or arising out of Section 8(k) of this Agreement or any other dispute or matter not governed by
Section 15 below, agrees that process may be served upon them in any matter authorized by the laws of the State of Texas for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to
such jurisdiction, venue and such process. Each party agrees not to commence any legal proceedings related hereto except in such courts or as set forth in Section 15 below. Executive acknowledges and agrees that Executive was represented
by counsel in connection with the negotiation of this Agreement, including, without limitation, Section 8 above, Section 15 below and this Section 14. Pursuant to Section 925 of the California Labor Code,
Executive (i) waives the application of California law to this Agreement and any disputes under this Agreement, (ii) waives any right to have any disputes under this Agreement adjudicated in California and (iii) acknowledges and
agrees that any disputes arising under this Agreement shall not be deemed to be a controversy arising in California. 
 (b)
The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors
and legal representatives. 
 (c) All notices and other communications hereunder shall be in writing and shall be given by
hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: 
  

			
	If to Executive:	  	At the most recent address
		  	on file at the Company.
		
	If to the Company:	  	Chair of the Board of Directors
		  	SunPower Corporation
		  	51 Rio Robles
		  	San Jose, CA 95134
		  	With a copy emailed to: legalnoticesunpower@sunpower.com


 or to such other address as either party shall have furnished to the other in writing in accordance
herewith (including via electronic mail). Notice and communications shall be effective when actually received by the addressee. 

(d) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement. 
 (e) Subject to any limits on applicability contained therein, Section 8
of this Agreement shall survive and continue in full force in accordance with its terms notwithstanding any termination or expiration of the Employment Period. 

(f) This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument. 
 (g) Executive’s or the Company’s failure to insist upon
strict compliance with any provision of this Agreement or the failure to assert any right Executive or the Company may have hereunder shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.


  
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 (h) Executive represents and warrants to the Company that (a) Executive
has the legal right to enter into this Agreement and to perform all of the obligations on Executive’s part to be performed hereunder in accordance with its terms, and (b) Executive is not a party to any agreement or understanding, written
or oral, and is not subject to any restriction, which, in either case, could prevent or hinder Executive from entering into this Agreement or performing all of Executive’s duties and obligations hereunder. 

(i) With respect to any controversy or claim arising out of or relating to or concerning injunctive relief for Executive’s
breach or purported breach of Section 8 of this Agreement, the Company shall have the right, in addition to any other remedies it may have, to seek specific performance and injunctive relief with a court of competent jurisdiction,
without the need to post a bond or other security. 
 15. Arbitration. 

(a) Any dispute, controversy or claim arising out of or related to this Agreement or any breach of this Agreement, other than
for injunctive relief under Section 8(k) hereof, shall be submitted to and decided by binding arbitration. Arbitration shall be administered exclusively by JAMS and shall be conducted consistent with the rules, regulations and
requirements thereof as well as any requirements imposed by state law. Any arbitral award determination shall be final and binding upon the parties to this Agreement. Judgment may be entered on the arbitrator’s award in any court having
jurisdiction. This agreement to arbitrate is freely negotiated between Executive and Company and is mutually entered into between the parties. Each party fully understands and agrees that they are giving up certain rights otherwise afforded to them
by civil court actions, including but not limited to the right to a jury trial. 
 (b) The parties agree to arbitrate solely
on an individual basis, and that this agreement does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration or court proceeding. The arbitral tribunal may not consolidate more
than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. In the event the prohibition on class arbitration is deemed invalid or unenforceable, then the remaining portions of this Section
15 will remain in force. The Company shall pay all costs of arbitration. 
 (c) By initialing here, Executive
acknowledges that Executive has read this paragraph and agrees with the arbitration provision herein. 
 16. Other
Acknowledgements. Nothing in this Agreement prevents Executive from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any
investigation or proceeding by any governmental authorities regarding possible legal violations 
 17. Certain Defined
Terms. 
 “Change in Control” means the first to occur following the date hereof of: 

(i) a sale of all or substantially all of the assets of the Company, 

(ii) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”), other than an acquisition by the Company, any of its subsidiaries or an employee benefit plan maintained by the Company or any of its
subsidiaries) of more than fifty percent (50%) of either (A) the then-outstanding shares of common stock of the Company or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote
generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this clause (ii), any acquisition by any corporation pursuant to a transaction that complies with clause
(iii)(A), (iii)(B) and (iii)(C) shall not constitute a Change in Control; provided, that, for the avoidance of doubt, any acquisition by TOTAL SE and its affiliates (collectively, the “Total Group”) of additional shares of common
stock of the Company or of Outstanding Company Voting Securities after the date hereof shall not constitute a Change in Control under this clause (ii) unless the Total Group shall acquire all or substantially all of the then-outstanding shares
of common stock of the Company or Outstanding Company Voting Securities (“Total WholeCo Acquisition”) such that no class of any equity securities of the Company is publicly traded in which case such Total WholeCo Acquisition shall
be a Change in Control, 
 (iii) consummation of any merger, consolidation, reorganization, acquisition, statutory share
exchange or similar transaction involving the Company or any of its affiliates, or the acquisition of assets or stock of another entity by the Company or any of its subsidiaries or other business combination transaction involving the Company or any
of its affiliates (each, a “Business Combination”), in each case, unless, following such Business Combination (A) the holders of at least a majority of the Outstanding Company Voting Securities immediately prior to such
Business Combination continue to hold 

  
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(either by such shares remaining outstanding or by their being converted into shares of voting capital stock of the surviving entity or a parent thereof) a majority of the total voting power
represented by the voting securities of the Company (or the respective surviving entity or parent thereof) outstanding immediately after such Business Combination in substantially the same proportion as their ownership immediately prior to the
Business Combination; (B) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of
the action of the Board providing for such Business Combination; and (C) the Outstanding Company Voting Securities continue to be publicly traded (either by such shares remaining outstanding or by their being converted into shares of voting
capital stock of the surviving entity or a parent thereof); provided, that, if, following such Business Combination, the Total Group continues to own more than a majority of the Outstanding Company Voting Securities immediately prior to such
Business Combination such transaction shall not be a Change in Control under this clause (iii) unless it fails to satisfy clause (iii)(C), 

(iv) individuals who, as of the date of the Effective Date, constitute the Board (the “Incumbent Board”) cease
for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a
vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of, in connection with or arising under an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board, or 
 (v) approval of a dissolution or complete liquidation of the Company by shareholders
representing a majority of the Outstanding Company Voting Securities. 
 “Equity Benefits” shall mean
(A) any equity compensation awards held by the Executive that vest solely based upon continued employment with the Company, and would otherwise have vested prior to the first anniversary of the Date of Termination had Executive’s
employment with the Company continued until such time, shall vest effective as of the Date of Termination, (B) Executive shall vest in a number of shares subject to each equity compensation award that does not vest solely based upon continued
employment with the Company equal to the product of (1) the total number of shares subject to each applicable equity compensation award held by Executive that does not vest solely based upon continued employment with the Company that would be
earned based on actual performance through the date of termination, as determined by the Board, and (2) the lesser of (x) one and (y) a fraction, the numerator of which a number equal to the sum of (I) the number of days from the
date of grant of the applicable equity award through the Date of Termination and (II) 365 and the denominator of which is the total number of days in the performance period for the applicable award and (C) all stock options and stock
appreciation rights that are held by Executive shall remain exercisable for two years (or the remainder of the full scheduled term, if shorter). Any awards that constitute restricted stock units that vest pursuant to this clause shall be settled
within 60 days of the Date of Termination, or, to the extent such restricted stock units constitute “nonqualified deferred compensation” for purposes of Section 409A of the Code, settled at the time that such restricted stock units
would have been settled in accordance with their then-existing terms. Notwithstanding the foregoing, the Matching RSUs and the Sign-On RSUs shall immediately vest in full on the Date of Termination and, the Sign On PSUs shall vest based on actual
performance as measured on the applicable performance measurement date, with service credit given for (i) 50% of the number of such Sign-On PSUs for a termination prior to the second anniversary of the Start Date and (ii) 100% of the
number of such Sign-On PSUs for a termination on or after the second anniversary and prior to the fourth anniversary of the Start Date . 

“Pro Rata Bonus” shall mean an amount equal to the product of (A) the Target Bonus and (B) a
fraction, the numerator of which is the number of days from the first day of the fiscal year of the Date of Termination through the Date of Termination and the denominator of which is 365. 

[Remainder of page intentionally left blank.] 

  
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 IN WITNESS WHEREOF, Executive and the Company have executed this Agreement on the date first
above written. 
  

			
	EXECUTIVE
	
	 /s/ Peter Faricy

	Peter Faricy
	
	SUNPOWER CORPORATION
		
	By	 	 /s/ Thomas R. McDaniel

	Name:	 	Thomas R. McDaniel
	Title:	 	Lead Independent Director



  
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