AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the " Agreement "), entered into as of April 1, 2009, is by and between Beacon Power Corporation, a Delaware corporation (the " Company "), and Matthew L. Lazarewicz (the " Executive ")

WHEREAS, the Executive is an employee of the Company, and the Company desires to retain his services and he wishes to continue his employment by the Company;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Section 1 .   Term .  The Company shall employ the Executive for a term commencing on the above date and continuing until March 31, 2010, unless renewed or terminated pursuant to Section 9.  The period of the Executive's employment hereunder is referred to as the " Employment Period ."

Section 2 .   Duties .   The Executive shall serve the Company as Vice President and Chief Technical Officer and shall have duties and responsibilities consistent with such position.  Such duties and responsibilities shall include, but not be limited to, management of the Company's intellectual property and technology.  The Executive will report to the Chief Executive Officer of the Company.  The Executive will generally perform his services at the Company's principal offices, which are currently located in Tyngsboro, Massachusetts; provided , however , that the Executive may be required to travel from time to time in connection with Company business.

Section 3 .   Full Time; Best Efforts .   During the Employment Period the Executive shall use his best efforts to promote the interests of the Company and shall devote his full business time and efforts to its business and affairs.  The Executive shall not engage in any business activity which could reasonably be expected to interfere with the performance of the Executive's duties, services and responsibilities hereunder.

Section 4 .   Compensation .  The Executive shall be entitled to compensation as follows:

(a)            Base Salary .  During the Employment Period, the Executive will receive a salary at an annual gross rate of $189,280 (as the same may be adjusted from time to time, the " Base Salary "), which shall be payable in accordance with the Company’s regular payroll practices applicable to senior executive officers.  The Executive's Base Salary shall be reviewed by the Board of Directors of the Company (the " Board ") at least annually and may be increased (but not decreased) in the Board's discretion, depending upon the performance of the Executive and of the Company.

(b)            Annual Bonus .  The Executive shall be eligible to receive an annual bonus based on the achievement of individual and Company performance objectives determined annually by the Compensation Committee of the Board in consultation with the Executive.  The amount of the annual bonus will be targeted at an amount equal to thirty-five percent (35%) of Base Salary per year.  The Executive and the Compensation Committee of the Board will set performance goals and targets for the annual bonus prior to March 31, 2008.  The Compensation Committee shall evaluate such performance goals and targets and such annual bonus, if any, shall be paid on March 1, 2009.

(c)            Long term incentive compensation.   Effective on the effective date of this Agreement, the Company has entered into a 2008 long term incentive compensation arrangement with Executive, consisting of a non-qualified stock option and restricted stock units.

(d)            Withholding . The Company may withhold from compensation payable to the Executive all applicable federal, state, and local withholding taxes as required by law.

Section 5 .   Benefits .

(a)            Generally .  The Executive will be entitled to such fringe benefits as are generally available to the Company's executive officers, including group health and dental insurance coverage, group long and short-term disability insurance coverage, and 401(k) plan and stock plan participation.  He will also be entitled to a fringe benefit consisting of reimbursement of the cost to the Executive (above any applicable insurance coverage) of an executive physical every other year (not to exceed $1,000 for each such physical).  In the event that any insurance policy is paying disability benefits to Executive, and if the amount of the Executive's monthly base salary that would be paid in the absence of such disability is higher than the monthly insurance payments, then the Company shall pay Executive an amount per month equal to such excess, for so long as the Executive is employed with the Company.  No such difference shall be payable after the Executive's employment expires or is terminated.

(b)            Paid Vacation .

(i)  In addition to U.S. statutory holidays, the Executive will be entitled to 20 business days of paid vacation per calendar year, accruing at the rate of 1.66 days per month.  The number of unused vacation days that may be carried forward from one calendar year to the next shall be limited to up to ten days of the current calendar year’s unused accrual (less an equal amount of any unused PVA, defined below).   For any unused vacation accrual from the current calendar year that cannot be carried over into the next year, the Company shall pay the Executive a cash amount (based on the Executive's then current year's base salary) equal to such excess up to a maximum not to exceed ten vacation days.  Any such unused excess over ten vacation days from the current calendar year that was accrued shall be forfeited.

(ii)  Notwithstanding the foregoing, any paid vacation time that the Executive had accrued prior to January 1, 2009 (“Prior Vacation Accrual” or “PVA”) shall remain available for the Executive’s use, provided that the Compensation Committee, in its sole discretion, may elect from time to time to direct the Company to pay the Executive a cash amount (based on the Executive’s then current year’s base salary) equal to part or all of any such Prior Vacation Accrual.

(iii) Vacation time that is used by the Executive shall first be drawn from any unused accrual with respect to the current calendar year, and then (assuming the current year’s accrual has been used) then from any Prior Vacation Accrual.  The Executive shall coordinate with the Chair of the Company Compensation Committee if he wishes to use more than 20 vacation days in any calendar year.

(iv) Upon any termination of employment, the Company shall pay Executive a lump sum equal to any unused PVA, plus a lump sum equal to up to ten days of current year vacation accrual.   Any remaining accrued but unused or unpaid days shall be forfeited.

(v) The following table illustrates these principles as applied to Executive’s actual, unused PVA as of the date hereof and to his possible vacation day use during calendar 2009, assuming employment through December 21, 2009:

(c)            Life Insurance .  The Company will provide the Executive with group term life insurance in an amount equal to no less than two times his Base Salary plus $1,000,000.

Section 6 .   Expense Reimbursement .  The Executive will be entitled to reimbursement of all reasonable and necessary business expenses incurred by the Executive in the ordinary course of business on behalf of the Company, subject to presentation of appropriate documentation and compliance with policies established by the Board.

Section 7 . Non-Disclosure and Assignment of Invention Agreement; Indemnification Agreement .   The parties acknowledge and agree that the Executive has executed and delivered to the Company the Company's standard form of Invention and Non-Disclosure Agreement and that the Company and the Executive have executed and delivered an Indemnification Agreement in form and substance satisfactory to both parties (the " Indemnification Agreement ").

Section 8 .   Non-Competition and Non-Solicitation Covenants .

(a)            Non-competition .  The Executive agrees that during the Employment Period and for the longer of (i) 12 months thereafter, and (ii) the period during which the Company is providing payment to the Executive under Section 9(c) of this Agreement, he will not own, manage, operate, control, be employed by, provide services as an independent contractor or consultant to, own any stock or other investment in or debt of, or otherwise be connected in any manner with the ownership, management, operation or control of, any business or enterprise that at the time of termination, competes with the Company or conducts business in a field in respect of which the Board is making plans to enter.

(b)            Non-solicitation .  The Executive agrees that during the Employment Period and for two year thereafter, he will not attempt to persuade or induce any employee of the Company to terminate his or her employment with the Company for any reason.

(c)            Acknowledgments by Executive .  The Executive acknowledges that the covenants set forth in this Section 8 are reasonable in scope and are no greater than is necessary to protect the Company's legitimate business interests.  The Executive further acknowledges that any breach by him of the covenants set forth in this Section 8 would irreparably injure the Company, and that money damages would not adequately compensate the Company for the injuries that it would suffer.  The parties accordingly agree that in the event of any breach or threatened breach by the Executive of any of the covenants set forth in this Section 8, the Company may obtain, from any court of competent jurisdiction, both preliminary and permanent injunctive relief in order to prevent the occurrence or continuation of such injuries, without being required to prove actual damages or post any bond or other security.  Nothing in this Agreement shall prohibit the Company from pursuing any other legal or equitable remedy that may be available to it in the event of the Executive's breach of any of the covenants set forth in this Agreement.

Section 9 .   Termination .

(a)             Employment Termination .   The employment of the Executive pursuant to this Agreement shall terminate upon the occurrence of any of the following:

(i)  At the election of the Company, for Cause, immediately upon written notice by the Company to the Executive.  For purposes of this Agreement, " Cause " shall be deemed to exist upon a reasonable good faith finding by the Board that the Executive has:

(1) committed an act constituting fraud, embezzlement or other felony, determined in the reasonable opinion of the Board acting in its sole discretion, or

(2) materially breached his obligations under this Agreement or the Inventions and Nondisclosure Agreement, and failed to cure same within 30 days after written notice thereof is given to him by the Company, or

(3) materially breached the Company's material policies, including but not limited to the Company's policies regarding insider trading and sexual harassment, or