AKEENA SOLAR, INC.
2006 INCENTIVE STOCK
PLAN
NONQUALIFIED STOCK OPTION
AGREEMENT
This NONQUALIFIED STOCK OPTION AGREEMENT (the
“Option Agreement”), dated as of the _____ day of
_______________, ______ (the “Grant Date”), is between
Akeena Solar, Inc., a Delaware corporation (the
“Company”), and ____________________ (the
“Optionee”), an officer, employee, director or
consultant of the Company or of a “Subsidiary,” as
defined in Section 424(f) of the Internal Revenue Code of 1986, as
amended (the “Code”).
WHEREAS, the Company desires to give the
Optionee the opportunity to purchase shares of common stock of the
Company, par value $0.001 (“Stock”) in accordance with
the provisions of the Akeena Solar, Inc. 2006 Incentive Stock Plan
(the “Plan”), a copy of which is attached
hereto;
NOW, THEREFORE, in consideration of the mutual
covenants hereinafter set forth and for other good and valuable
consideration, the parties hereto, intending to be legally bound
hereby, agree as follows:
1.
Grant of Option . The Company hereby grants to
the Optionee the right and option (the “Option”) to
purchase all or any part of an aggregate of ________ shares of
Stock. The Option is in all respects limited and
conditioned as hereinafter provided, and is subject in all respects
to the terms and conditions of the Plan now in effect and as it may
be amended from time to time (but only to the extent that such
amendments apply to outstanding options). Such terms and
conditions are incorporated herein by reference, made a part
hereof, and shall control in the event of any conflict with any
other terms of this Option Agreement. The Option granted
hereunder is intended to be a nonqualified stock option
(“NQSO”) and not an incentive stock option
(“ISO”) as such term is defined in section 422 of
the Code.
2.
Exercise Price . The exercise price of the Stock
covered by this Option shall be $_______ per share. It
is the determination of the committee administering the Plan (the
“Committee”) that on the Grant Date the exercise price
was not less than the greater of (i) 100% of the “Fair
Market Value” (as defined in the Plan) of a Common Share, or
(ii) the par value of a Common Share.
3.
Term . Unless earlier terminated pursuant to any
provision of the Plan or of this Option Agreement, this Option
shall expire five (5) years from the Grant Date (the
“Expiration Date”). This Option shall not be
exercisable on or after the Expiration Date.
Exercise of
Option . The
Options shall vest and become exercisable as to one-third of the
total amount of shares subject to the Option on each of the first,
second and third anniversaries of the date of grant, and subject to
the other terms and limitation of the Plan. Once the
Option becomes exercisable, it will remain exercisable until it is
exercised or until it terminates.
4.
Method of Exercising Option . Subject to the
terms and conditions of this Option Agreement and the Plan, the
Option may be exercised by written notice to the Company at its
principal office, which is presently located at 16005 Los Gatos
Boulevard, Los Gatos, California 95032. The form of such
notice is attached hereto and shall state the election to exercise
the Option and the number of whole shares with respect to which it
is being exercised; shall be signed by the person or persons so
exercising the Option; and shall be accompanied by payment of the
full exercise price of such shares. Only full shares
will be issued.
The exercise price shall be paid to the Company
-
(a) in
cash, or by check or such other instrument as may be acceptable to
the Committee;
(b) through
the delivery of shares of Stock owned by the Optionee having a Fair
Market Value equal to the exercise price of the Option;
(c) in
the form of shares of Stock withheld by the Company from the shares
of Stock otherwise to be received with such withheld shares of
Stock having a Fair Market Value equal to the exercise price of the
Option; or
(d) in
any combination of (a), (b), or (c) above.
Upon receipt of notice of exercise and payment,
the Company shall deliver a certificate or certificates
representing the shares of Stock with respect to which the Option
is so exercised. The Optionee shall obtain the rights of
a shareholder upon receipt of a certificate(s) representing such
shares of Stock.
Such certificate(s) shall be registered in the
name of the person so exercising the Option (or, if the Option is
exercised by the Optionee and if the Optionee so requests in the
notice exercising the Option, shall be registered in the name of
the Optionee and the Optionee’s spouse, jointly, with right
of survivorship) and shall be delivered as provided above to, or
upon the written order of, the person exercising the
Option. In the event the Option is exercised by any
person or persons after the death or disability (as determined in
accordance with section 22(e)(3) of the Code) of the Optionee,
the notice shall be accompanied by appropriate proof of the right
of such person o
