Exhibit 10.11
ENVIRONMENTAL POWER
CORPORATION
Amended and Restated Nonstatutory Stock Option
Agreement
Granted Under the Restated 2001
Stock Incentive Plan
This agreement, entered into as of
June 29, 2005, amends and restates in its entirety that
certain Nonstatutory Stock Option Agreement, dated March 16,
2005 (the “Original Option Agreement”), evidencing the
grant by Environmental Power Corporation, a Delaware corporation
(the “Company”), on March 16, 2005 (the
“Grant Date”) to Steven Kessner, a consultant to the
Company (the “Participant”), of an option to purchase
shares of the Company’s common stock, $0.01 par value per
share (“Common Stock”), pursuant to the Company’s
Restated 2001 Stock Incentive Plan (the
“Plan”).
The option evidenced by this
Agreement shall be exercisable for up to a total of 42,751 shares
(the “Shares”) of Common Stock at an exercise price of
$7.25 per share, on the terms and conditions set forth herein and
in the Plan. Unless earlier terminated, this option shall expire at
5:00 p.m., Eastern time, on September 14, 2010 (the
“Final Exercise Date”). The option to purchase any
Shares represented by the Original Option Agreement in excess of
the number of Shares referred to in this paragraph is hereby
cancelled and shall be of no further force or effect.
It is intended that the option
evidenced by this agreement shall not be an incentive stock option
as defined in Section 422 of the Internal Revenue Code of
1986, as amended, and any regulations promulgated thereunder (the
“Code”). Except as otherwise indicated by the context,
the term “Participant”, as used in this option, shall
be deemed to include any person who acquires the right to exercise
this option validly under its terms.
This option shall be fully vested as
to all of the Shares as of the date hereof, but may not be
exercised prior to September 14, 2005. However, the
rig
