Employment Agreement by and between Enphase Energy, Inc. and Raghuveer R. Belur



 Exhibit 10.9 
 EMPLOYMENT AGREEMENT 
 This Employment Agreement (the
“Agreement”) is entered into as of March 21, 2006 (the “Effective Date”) between PVI Solutions, Inc., a Delaware corporation with its principal offices located at 25 Halsey Avenue, Petaluma,
California 94952 (the “Company”), and Raghuveer R. Belur, a resident of California (the “Employee”). 
 In consideration of the promises and the terms and conditions set forth in this Agreement, the parties agree as follows: 
 1. Position. During the term of this Agreement, Company will employ Employee, and Employee will serve Company in the capacity of President and Chief Executive Officer and will
be appointed as a member of Company’s Board of Directors. Employee will report directly to the Company’s Board of Directors. 
 2. Duties. Employee will perform duties that are executive in nature, consistent with his title; provided, however, that the Company shall not, without Employee’s express
written consent, require Employee to be based anywhere other than in Sonoma County or Marin County, except for required travel on the Company’s business to an extent substantially consistent with travel required of persons who hold similar
positions or have similar duties with the Company. 
 3. Exclusive Service. Employee will devote
substantially all his working time and efforts to the business and affairs of the Company. The foregoing shall not, however, preclude Employee (a) from engaging in appropriate civic, charitable or religious activities, (b) from devoting a
reasonable amount of time to private investments and business interests, (c) from serving on the boards of directors or advisors of, or as a consultant to, other entities, or (d) from providing incidental assistance to family members on
matters of family business, so long as the foregoing activities and service do not conflict with Employee’s responsibilities to the Company. 
 4. Term of Employment. 
 4.1 Initial
Term. The Company agrees to continue Employee’s employment, and Employee agrees to remain in the employ of the Company, for a period of five (5) years after the Effective Date unless Employee’s employment is earlier
terminated pursuant to the provisions of this Agreement. 
 4.2 Renewal. The term of Employee’s
employment shall be extended automatically, without further action of either party, as of five (5) years after the Effective Date and on each succeeding anniversary of that date, for terms of one (1) year, unless on or before ninety
(90) days prior to the last day of the term of Employee’s employment or any extension thereof, the Company or Employee shall notify the other in writing of its intention not to renew Employee’s employment, in which case
Employee’s employment shall terminate at the end of the original term or any extension thereof. If either party notifies the other of its intention not to renew Employee’s employment less than ninety (90) days prior to the end of the
term of this Agreement or any extension thereof, then such termination shall be effective ninety (90) days from such notice. No notice of non-renewal may be given by either party after a renewal term has commenced. Any such renewal shall be
upon such terms and conditions set forth herein, 

  
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unless otherwise agreed between the Company and Employee. The notice of non-renewal by either party shall in no way constitute a breach of this Agreement. 

4.3 Termination of Agreement. This Agreement shall terminate on the date on which all obligations of the parties hereto
have been satisfied. 
 5. Compensation and Benefits. 

5.1 Base Salary. The Company agrees to pay Employee a minimum annual salary of sixty thousand dollars ($60,000), or in the
event of any portion of a year, a pro rata amount of such annual salary. Employee’s base salary shall be reviewed by the Board of Directors for possible increases prior to the start of each fiscal year, effective at the beginning of such fiscal
year. Employee’s salary will be payable as earned in accordance with Company’s customary payroll practice. 
 5.2
Cash Bonus. Employee will be eligible to receive an annual cash bonus in the discretion of the Board of Directors, 

5.3 Additional Benefits. Employee will be eligible to participate in Company’s employee benefit plans of general
application, including without limitation pension and profit-sharing plans, deferred compensation, supplemental retirement or excess-benefit plans, stock option, incentive or other bonus plans, life, health, disability, accident and dental insurance
programs, 401(k) plan, paid vacations and sabbatical leave plans, and similar plans or programs, in accordance with the rules established for individual participation in any such plan. Employee shall be entitled each year to four (4) weeks
leave for vacation at full pay, provided, that at the end of each year, Employee may accrue and carry over to the next succeeding year a maximum of two (2) weeks of unused vacation. Employee shall also be entitled to reasonable holidays
and illness days with full pay in accordance with the Company’s policy from time to time in effect. 
 5.4 Stock
Options. Employee will be eligible to receive stock grants and stock option awards in the discretion of the Board of Directors. 
 5.5 Expenses. The Company will reimburse Employee for all reasonable and necessary expenses incurred by Employee in connection with the Company’s business, provided that such expenses
are in accordance with applicable policy set by the Board from time to time and are properly documented and accounted for in accordance with the policy of the Company and with the requirements of the Internal Revenue Service. 

6. Proprietary Rights. Employee hereby agrees to execute an Employee Invention Assignment and Confidentiality Agreement
with the Company in substantially the form attached hereto as Exhibit A. 
 7. Termination. 

7.1 Events of Termination. Employee’s employment with the Company shall terminate upon any one of the following:

 (a) sixty (60) days after the effective date of a written notice sent to Employee stating the Company’s
determination made in good faith that it is terminating 

  
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Employee for “Cause” as defined under Section 7.2 below (“Termination for Cause”), provided, that if the “Cause” for termination is a
curable failure by Employee to properly perform his assigned duties, then the Company will give Employee written notice of such failure (a “Cause Notice”), and if Employee failure to cure such failure to the reasonable
satisfaction of the Board of Directors within sixty (60) days after the Company gives the Cause Notice, then the Company may immediately terminate Employee’s employment, and such termination will be conclusively deemed to be for
“cause” hereunder; or 
 (b) thirty (30) days after the effective date of a written notice sent to Employee
stating the Company’s determination made in good faith that, due to a mental or physical incapacity, Employee has been unable to perform his duties under this Agreement for a period of not less than six (6) consecutive months or 180 days
in the aggregate in any 12-month period unless Employee has been on a leave approved by the Company’s Board of Directors (“Termination for Disability”); or 

(c) Employee’s death (“Termination Upon Death”); or 

(d) the effective date of a written notice sent to the Company stating Employee’s determination made in good faith of
“Constructive Termination” by the Company, as defined under Section 7.3 below (“Constructive Termination”); or 
 (e) thirty (30) days after the effective date of a notice sent to Employee stating that the Company is terminating his employment, without cause, which notice can be given by the Company at any time
after the Effective Date at the Company’s sole discretion, for any reason or for no reason (“Termination Without Cause”); or 
 (f) the effective date of a notice sent to the Company from Employee stating that Employee is electing to terminate his employment with the Company (“Voluntary Termination”).

 7.2 “Cause” Defined. For purposes of this Agreement, “cause” for Employee’s
termination means Employee’s conviction of a felony involving moral turpitude/will exist at any time after the happening of one or more of the following events: 
 (a) any willful act or acts of dishonesty undertaken by Employee and intended to result in substantial gain or personal enrichment of Employee at the expense of the Company; or 

(b) any willful act of gross misconduct which is materially and demonstrably injurious to the Company. 

No act, or failure to act, by Employee shall be considered “willful” if done, or omitted to be done, by him in good faith and
in the reasonable belief that his act or omission was in the best interest of the Company and/or required by applicable law. 

7.3 “Constructive Termination” Defined. “Constructive Termination” shall mean: 

  
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 (a) a material reduction in Employee’s salary or benefits not agreed to by Employee;
or 
 (b) a material change in Employee’s responsibilities not agreed to by Employee; or 

(c) the Company’s failure to comply in any material respect with any material term of this Agreement; or 

(d) a requirement that Employee relocate to an office that would increase Employee’s one-way commute distance by more than forty
(40) miles; or 
 (e) a “Change in Control” of the Company, as defined herein. A “Change in
Control” means the occurrence of any of the following events: (i) any sale or exchange of the capital stock by the shareholders of the Company in one transaction or series of related transactions where more than 50% of the outstanding
voting power of the Company is acquired by a person or entity or group of related persons or entities; or (ii) any reorganization, consolidation or merger of the Company where the outstanding voting securities of the Company immediately before
the transaction represent or are converted into less than fifty percent 50% of the outstanding voting power of the surviving entity (or its parent corporation) immediately after the transaction; or (iii) the consummation of any transaction or
series of related transactions that results in the sale of all or substantially all of the assets of the Company; or (iv) any “person” or “group” (as defined in the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) becoming the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly of securities representing more than fifty percent (50%) of the voting power of the Company
then outstanding; or (v) less than a majority of the Board of Directors are persons who were either nominated for election by the Board of Directors or were elected by the Board of Directors. 

8. Effect of Termination. 
 8.1 Termination for Cause or Voluntary Termination. In the event of any termination of Employee’s employment pursuant to Section 7.1(a) or Section 7.1(f), the Company shall
immediately pay to Employee the compensation and benefits otherwise payable to Employee under Section 5 through the date of termination. Employee’s rights under the Company’s benefit plans of general application shall be determined
under the provisions of those plans. 
 8.2 Termination for Disability. In the event of termination of employment
pursuant to Section 7.1(b): 
 (a) the Company shall immediately pay to Employee the compensation and benefits otherwise
payable to Employee under Section 5 through the date of termination, 
 (b) for six (6) months after the termination
of Employee’s employment, the Company shall continue to pay Employee (A) his salary under Section 5.1 above at Employee’s then-current salary, less applicable withholding taxes, payable on the Company’s normal payroll dates
during that period, (B) his annual cash bonus, if any, under Section 5.2 above, and (C) shall continue his benefits under Section 5.3 above, and 

  
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 (c) Employee shall receive other severance and disability payments as provided in the
Company’s standard benefit plans. 
 If Employee’s employment is terminated pursuant to Section 7.1(b) and
Employee resumes the performance of substantially all of his duties hereunder before five (5) years after the Effective Date, Employee may notify the Company that Employee is choosing to reinstate this Agreement as though it had never been
terminated. Within thirty (30) days of the Effective Date, the Company will procure disability insurance sufficient to fund its obligations to Employee hereunder, naming the Employee as payee. The Company shall maintain such insurance in force
at all times that Employee is employed pursuant to this Agreement. 
 8.3 Termination Upon Death. In the event of
termination of employment pursuant to Section 7.1(c), all obligations of the Company and Employee shall cease, except the Company shall immediately pay to Employee (or to Employee’s estate) the compensation and benefits otherwise payable
to Employee under Section 5 through the date of termination. 
 8.4 Constructive Termination or Termination Without
Cause. In the event of any termination of this Agreement pursuant to Section 7.1(d) or Section 7.1(e), 
 (a)
the Company shall immediately pay to Employee the compensation and benefits otherwise payable to Employee under Section 5 through the date of termination, and 
 (b) for the longer of (i) six (6) months after the termination of Employee’s employment, or (ii) five (5) years after the Effective Date, the Company shall continue to pay
Employee (A) his salary under Section 5.1 above at Employee’s then-current salary, less applicable withholding taxes, payable on the Company’s normal payroll dates during that period, (B) his annual cash bonus, if any, under
Section 5.2 above, and (C) shall continue his benefits under Section 5.3 above, and 
 (c) all of
Employee’s options to purchase the Company’s Common Stock shall, as of the date of employment termination, be immediately exercisable in full and shall remain exercisable for the periods specified in such options or the plans governing
such options, and all shares of the Company’s Common Stock owned by Employee shall immediately be released from any and all vesting restrictions; provided, that if the total amount of the benefits available to Employee under this
Section 8.4, either alone or together with other payments which Employee has the right to receive from the Company, would constitute a “parachute payment” as defined in Section 280G of the Internal Revenue Code of 1986, as
amended (the “Code”), then Employee may elect to either (i) receive such payments in full; or (ii) reduce the total amount of such benefits to the largest amount that would result in no portion of such benefits being
subject to the excise tax imposed by Section 4999 of the Code. The determination of any reduction in the benefits available under this Section 8.4 pursuant to the foregoing shall be made by the Company in good faith and any such reduction
shall reduce first the cash payable under this Section 8.4, then the acceleration of options, then the vesting of stock. 

  
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 9. Miscellaneous. 

9.1 Arbitration. Employee and Company shall submit to mandatory and exclusive binding arbitration of any controversy or
claim arising out of, or relating to, this Agreement or any breach hereof, provided, however, that the parties retain their right to, and shall not be prohibited, limited or in any other way restricted from, seeking or obtaining
equitable relief from a court having jurisdiction over the parties. Such arbitration shall be governed by the Federal Arbitration Act and conducted through the American Arbitration Association in the State of California, San Francisco County, before
a single neutral arbitrator, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association in effect at that time. The parties may conduct only essential discovery prior to the hearing, as
defined by the AAA arbitrator. The arbitrator shall issue a written decision which contains the essential findings and conclusions on which the decision is based. The Employee shall bear only those costs of arbitration he or she would otherwise bear
had he or she brought a claim covered by this Agreement in court. Judgment upon the determination or award rendered by the arbitrator may be entered in any court having jurisdiction thereof. 

9.2 Severability. If any provision of this Agreement shall be found by any arbitrator or court of competent jurisdiction to
be invalid or unenforceable, then the parties hereby waive such provision to the extent that it is found to be invalid or unenforceable and to the extent that to do so would not deprive one of the parties of the substantial benefit of its bargain.
Such provision shall, to the extent allowable by law and the preceding sentence, be modified by such arbitrator or court so that it becomes enforceable and, as modified, shall be enforced as any other provision hereof, all the other provisions
continuing in full force and effect. 
 9.3 No Waiver. The failure by either party at any time to require
performance or compliance by the other of any of its obligations or agreements shall in no way affect the right to require such performance or compliance at any time thereafter. The waiver by either party of a breach of any provision hereof shall
not be taken or held to be a waiver of any preceding or succeeding breach of such provision or as a waiver of the provision itself. No waiver of any kind shall be effective or binding, unless it is in writing and is signed by the party against whom
such waiver is sought to be enforced. 
 9.4 Assignment. This Agreement and all rights hereunder are personal to
Employee and may not be transferred or assigned by Employee at any time. The Company may assign its rights, together with its obligations hereunder, to any parent, subsidiary, affiliate or successor, or in connection with any sale, transfer or other
disposition of all or substantially all of its business and assets, provided, however, that any such assignee assumes the Company’s obligations hereunder. 
 9.5 Withholding. All sums payable to Employee hereunder shall be reduced by all federal, state, local and other withholding and similar taxes and payments required by applicable law.

 9.6 Entire Agreement. This Agreement (and the exhibit(s) hereto) constitutes the entire and only agreement and
understanding between the parties relating to employment of Employee with Company and this Agreement supersedes and cancels any and all previous contracts, arrangements or understandings with respect to Employee’s employment;


  
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except that the Employee Invention Assignment and Confidentiality Agreement shall remain as an independent contract and shall remain in full force and effect according
to its terms. 
 9.7 Amendment. This Agreement may be amended, modified, superseded, cancelled, renewed or
extended only by an agreement in writing executed by both parties hereto. 
 9.8 Notices. All notices and other
communications required or permitted under this Agreement shall be in writing and hand delivered, sent by telecopier, sent by registered first class mail, postage pre-paid, or sent by nationally recognized express courier service. Such notices and
other communications shall be effective upon receipt if hand delivered or sent by telecopier, five (5) days after mailing if sent by mail, and one (1) day after dispatch if sent by express courier, to the following addresses, or such other
addresses as any party shall notify the other parties: 
  

					
	If to the Company:	  	 PVI Solutions, Inc.
	  	
		  	 25 Hasley Avenue
	  	
		  	 Petaluma, CA 94952
	  	
			
	 Telecopier:
	  	 —
	  	
			
	 Attention:
	  	 President
	  	
			
	If to Employee:	  	 Raghuveer R. Belur
	  	
		  	  
	  	
		  	  
	  	
			
	 Telecopier:
	  	 —
	  	
			
	 Attention:
	  	 —
	  	

 9.9 Binding Nature. This Agreement shall be binding upon, and inure to the benefit
of, the successors and personal representatives of the respective parties hereto. 
 9.10 Headings. The headings
contained in this Agreement are for reference purposes only and shall in no way affect the meaning or interpretation of this Agreement. In this Agreement, the singular includes the plural, the plural included the singular, the masculine gender
includes both male and female referents, and the word “or” is used in the inclusive sense. 
 9.11
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which, taken together, constitute one and the same agreement. 

9.12 Governing Law. This Agreement and the rights and obligations of the parties hereto shall be construed in accordance
with the laws of the State of Delaware, without giving effect to the principles of conflict of laws. 
 9.13
Attorneys’ Fees. In the event of any claim, demand or suit arising out of or with respect to this Agreement, the prevailing party shall be entitled to reasonable costs and attorneys’ fees, including any such costs and fees upon
appeal. 

  
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 IN WITNESS WHEREOF, the Company and Employee have executed this Agreement as of the date
first above written. 
  

									
	“COMPANY”	 		 	“EMPLOYEE”
			
	 /s/ Martin Fornage
	 		 	 /s/ Raghu Belur

	By:	 	 Martin Fornage
	 		 	By:	 	 Raghu Belur

		 	Secretary	 		 		 	

 Signature Page to Employment Agreement 

  
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 AMENDMENT TO EMPLOYMENT AGREEMENT 

This Amendment (this “Amendment”) to that certain Employment Agreement dated as of March 21, 2006 (the
“Agreement”) between PVI Solutions, Inc., a Delaware corporation with its principal offices located at 101 2nd Street, Suite 110, Petaluma, CA 94952 (the “Company”), and Raghuveer R. Belur, a resident
of California (the “Employee”) is entered into as of January 23, 2007. 
 WHEREAS, pursuant to the
Agreement, Employee has served the Company in the capacity of President and Chief Executive Officer. 
 WHEREAS, in connection
with the Series B Preferred Stock financing of the Company, Employee has agreed to serve on the Company’s Board of Directors and as Vice President Marketing and to cease serving as the Company’s President and Chief Executive Officer.

 WHEREAS, the Company has determined that it is in the best interests of the Company to change Employee’s base salary,
effective upon the receipt of minimum aggregate gross proceeds to the Company of Four Million Dollars ($4,000,000) in connection with a Series B Preferred Stock offering (the “Series B Date”). 

NOW, THEREFORE, the parties agree as follows: 
 1. Section 1 of the Agreement is hereby amended and restated as follows: 
 “Position. During the term of this Agreement, Company will employ Employee, and Employee will serve Company in the capacity of Vice President Marketing. Employee will report directly to
the Company’s Chief Executive Officer.” 
 The parties acknowledge and agree that the change in Employee’s
position effected by this Amendment shall not constitute a Constructive Termination or Termination without Cause under the Agreement. 
 2. Section 5.1 of the Agreement is hereby amended and restated as follows as of the Series B Date: 
 “Base Salary. The Company agrees to pay Employee a minimum annual salary of one hundred and forty thousand dollars ($140,000), or in the event of any portion of a year, a pro rata
amount of such annual salary. Employee’s base salary shall be reviewed by the Board of Directors for possible increases prior to the start of each fiscal year, effective at the beginning of such fiscal year. Employee’s salary will be
payable as earned in accordance with Company’s customary payroll practice.” 







 3. Capitalized terms not defined herein have the meanings set forth in the Agreement.
Except as set forth herein, the Agreement, as amended hereby, remains in full force and effect. 
 IN WITNESS WHEREOF, the
Company and Employee have executed this Amendment as of the date first above written. 
  

									
	“COMPANY”	 		 	“EMPLOYEE”
			
	 /s/ Paul Nahi
	 		 	 /s/ Raghuveer R. Belur

					
	By:	 	 Paul Nahi
	 		 	By:	 	 Raghuveer R. Belur



Signature Page to Employment Agreement 







 ENPHASE ENERGY, INC. 

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT 
 This Amendment No. 2 (this “Amendment”) to that certain Employment Agreement dated as of March 21, 2006, as amended on January 23, 2007 (as amended, the
“Agreement”) between Enphase Energy, Inc., formerly known as PVI Solutions, Inc., a Delaware corporation with its principal offices located at 201 1st Street, Suite 111, Petaluma, California 94952 (the “Company”),
and Raghuveer R. Belur, a resident of California (the “Employee”) is entered into as of April 16, 2008. 

WHEREAS, in connection with the Series C Preferred Stock financing of the Company, Employee has agreed to a change in the terms of his
severance compensation. 
 NOW, THEREFORE, the parties agree as follows: 

1. Section 8.4(b) of the Agreement is hereby amended and restated as follows: 

“(b) for six (6) months after the termination of Employee’s employment the Company shall continue to pay
Employee (A) his salary under Section 5.1 at Employee’s then-current salary, less applicable withholding taxes, payable on the Company’s normal payroll dates during that period, (B) his annual cash bonus, if any, under
Section 5.2 above, and (C) shall continue his benefits under Section 5.3 above, and” 
 2. Capitalized terms
not defined herein have the meanings set forth in the Agreement. Except as set forth herein, the Agreement, as amended hereby, remains in full force and effect. 
 [Signature Page Follows] 







 IN WITNESS WHEREOF, the Company and Employee have executed this Amendment as of the date
first above written. 
  

									
	“COMPANY”	 		 	“EMPLOYEE”
			
	ENPHASE ENERGY, INC.	 		 	RAGHUVEER R. BELUR
					
	By:	 	 /s/ Paul Nahi
	 		 	By:	 	 /s/ Raghuveer R. Belur

				
	Name: Paul Nahi	 		 		 	
	Title: President & CEO	 		 		 	

 SIGNATURE PAGE TO AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT 







 ENPHASE ENERGY, INC. 

AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT 

This Amendment No. 3 (this “Amendment”) to that certain Employment Agreement dated as of
March 21, 2006, as amended on January 23, 2007 and April 16, 2008 (as amended, the “Agreement”) between Enphase Energy, Inc., formerly know as PVI Solutions, Inc., a Delaware corporation with its principal offices
located at 201 1st Street, Suite 111, Petaluma, California
94952 (the “Company”), and Raghuveer R. Belur, a resident of California (the “Employee”) is entered into as of December 21, 2008. 
 WHEREAS, the Company and the Employee have agreed to amend the Agreement to clarify certain existing provisions in light of final regulations issued under Section 409A of the Internal Revenue Code of
1986, as amended. 
 NOW, THEREFORE, the parties agree as follows: 

1. Section 5.2 of the Agreement is hereby amended and restated as follows: 

“5.2 Cash Bonus. Employee will be eligible to receive an annual cash bonus in the discretion of the
Board of Directors. A bonus will not be earned unless and until the Board of Directors makes such determination. If the Board of Directors determines that Employee will receive an annual bonus, the bonus will be paid to Employee within 60 days
following the date of the Board of Directors’ determination.” 
 2. Section 5.5 of the Agreement is hereby
amended and restated as follows: 
 “5.5. Expenses. The Company will reimburse Employee for
all reasonable and necessary expenses incurred by Employee in connection with the Company’s business, provided that such expenses are in accordance with applicable policy set by the Board from time to time and are properly documented and
accounted for in accordance with the policy of the Company and with the requirements of the Internal Revenue Service. To the extent that any expense reimbursements are subject to the provisions of Section 409A of the Internal Revenue Code of
1986, as amended (the “Code”), such reimbursements will be paid no later than December 31 of the year following the year in which the reimbursable expenses are incurred, the amount of expenses reimbursed in one year will
not affect the amount eligible for reimbursement in any subsequent year, and the right to reimbursement will not be subject to liquidation or exchange for another benefit.” 

3. Section 7.1(d) of the Agreement is hereby amended and restated as follows: 

“(d) thirty (30) days following the date of a written notice sent to the Company by Employee stating the
circumstances giving rise to a “Constructive Termination,” as defined under Section 7.3 below (“Constructive Termination”), provided that such notice is delivered to the Company within ninety (90) days of
the initial existence of the circumstances giving rise to a Constructive Termination and the Company is provided 







 
with an opportunity to cure the circumstances giving rise to a Constructive Termination within the thirty (30) day notice period and fails to do so.” 

4. Section 7.3(a) of the Agreement is hereby amended and restated as follows: 

“(a) a material reduction in Employee’s salary not agreed to by Employee: or” 

5. Section 7.3(c) of the Agreement is hereby amended and restated as follows: 

“(c) the Company’s failure to comply in any material respect with any material term of this Agreement, which
shall include a material reduction in the type or level of benefits set forth in Section 5.3. not agreed to by Employee: or” 
 6. The first sentence of Section 8.2 of the Agreement is hereby amended and restated as follows: 
 “8.2 Termination for Disability. In the event of termination of employment pursuant to Section 7.1 (b) and provided that such termination constitutes a “separation from
service” (as such term is defined in Section 409A of the Code):” 
 7. Section 8.2(b) of the Agreement is
hereby amended and restated as follows: 
 “(b) for six (6) months after the termination of
Employee’s employment, the Company shall continue to pay (A) Employee’s salary under Section 5.1 above at Employee’s then current salary, less applicable withholding taxes, payable on the Company’s normal payroll dates
during that period, (B) Employee’s annual cash bonus, under Section 5.2 above, and (C) the premiums for Employee’s continued medical and any other applicable health insurance coverage under COBRA subject to Employee’s
timely election of COBRA coverage, Employee’s continued eligibility for participation and subject to COBRA’s terms, conditions and restrictions: and” 
 8. The first sentence of Section 8.4 of the Agreement is hereby amended and restated as follows: 
 “8.4 Constructive Termination or Termination Without Cause. In the event of any termination of this Agreement pursuant to Section 7.1(d) or Section 7.1(e) and provided that
such termination constitutes a “separation from service” (as defined in Section 409A of the Code).” 
 9.
Section 8.4(b) of the Agreement is hereby amended and restated as follows: 
 “(b) for six
(6) months after the termination of Employee’s employment, the Company shall continue to pay (A) Employee’s salary under Section 5.1 above at Employee’s then current salary, less applicable withholding taxes, payable on
the Company’s normal payroll dates during that period. (B) Employee’s annual cash bonus, under Section 5.2 above, and (C) the premiums for Employee’s continued medical and








 
any other applicable health insurance coverage under COBRA subject to Employee’s timely election of COBRA coverage. Employee’s continued eligibility for participation and subject to
COBRA’s terms, conditions and restrictions: and” 
 10. A new Section 9.14 of the Agreement is hereby added as
follows: 
 “9.14 Compliance with Section 409A. All severance payments to be made upon a
termination of employment under this Agreement may be made only upon a “separation of service” within the meaning of Section 409A of the Code and the Department of Treasury regulations and other guidance promulgated thereunder.
Notwithstanding any provision to the contrary in this Agreement, if Employee is deemed by the Company at the time of Employee’s separation from service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i),
to the extent delayed commencement of any portion of the benefits to which Employee is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i). such portion of Employee’s
benefits shall not be provided to Employee prior to the earlier of (i) the expiration of the six-month period measured from the date of Employee’s “separation from service” with the Company or (ii) the date of
Employee’s death. Upon the first business day following the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 9.14 shall be paid in a lump sum to Employee, and any
remaining payments due under the Agreement shall be paid as otherwise provided herein. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)). Employee’s
right to receive installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. It
is intended that all of the severance payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under of Treasury Regulation 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this
Agreement will be construed to the greatest extent possible as consistent with those provisions.” 
 11. Capitalized terms
not defined herein have the meanings set forth in the Agreement. Except as set forth herein, the Agreement, as amended hereby, remains in full force and effect. 
 [Signature Page Follows] 







 IN WITNESS WHEREOF, the Company and Employee have executed this Amendment as of the date
first above written. 
  

									
	“COMPANY”	 		 	“EMPLOYEE”
			
	ENPHASE ENERGY, INC.	 		 	RAGHUVEER R. BELUR
					
	By:	 	 /s/ Paul Nahi
	 		 	By:	 	 /s/ Raghuveer R. Belur

					
	Name	 	 Paul Nahi
	 		 		 	
					
	Title:	 	 CEO