EXHIBIT
10.14

    CLEAR
SKIES SOLAR, INC.

    2008
EQUITY INCENTIVE PLAN

    


    FORM OF
INCENTIVE STOCK OPTION AGREEMENT

     

    This
INCENTIVE STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the _____
day of ___________, 20__ (the “Grant Date”), is between Clear Skies Solar, Inc.,
a Delaware corporation (the “Company”), and _______________ (the “Optionee”), a
key employee of the Company or of a Subsidiary of the Company (a “Related
Corporation”), pursuant to the Clear Skies Solar, Inc. 2008 Equity Incentive
Plan (the “Plan”).

    


    WHEREAS,
the Company desires to give the Optionee the opportunity to purchase shares of
common stock of the Company, par value $0.001 (“Common Shares”) in accordance
with the provisions of 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 [________] (______)
Common Shares. 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 an incentive stock option (“ISO”) meeting
the requirements of the Plan and section 422 of the Internal Revenue Code of
1986, as amended (the “Code”), and not a nonqualified stock option
(“NQSO”).

    


    2.     Exercise
Price. The exercise price
of the Common Shares covered by this Option shall be $_________ per share. It is
the determination of the committee administering the Plan (the “Committee”), or
the Board of Directors in lieu of the Committee, that on the Grant Date the
exercise price was not less than the greater of (i) 100% (110% for an Optionee
who owns more than 10% of the total combined voting power of all shares of stock
of the Company or of a Related Corporation - a “More-Than-10% Owner”) 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
on _________ __, 20__ (the “Expiration Date”), which date is not more than 10
years (five years in the case of a More-Than-10% Owner) from the Grant Date.
This Option shall not be exercisable on or after the Expiration
Date.

    


    4.     Exercise of
Option. The Option shall
vest according to the following schedule, provided that Optionee remains
continuously employed as a key employee of the Company or a Related Corporation
from the date hereof through the applicable vesting date:

    


    
      
        
          
            
              
                	
                        Date Installment Becomes
      Exercisable

                      	 	
                        Number of Shares

                      
	 
      	 	
                        ______ Shares    

                      
	 
      	 	
                        an additional ______ Shares    

                      
	 
      	 	
                        an additional ______ Shares    

                      
	 
      	 	
                        an additional ______ Shares    

                      


              

            

          

        

      

    

    


    The
Committee may accelerate any vesting date of the Option, in its discretion, if
it deems such acceleration to be desirable. Once the Option becomes exercisable,
it will remain exercisable until it is exercised or until it
terminates.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    5.     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. 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 certified
check, bank draft, or postal or express money order;

    


    (b)    
through the delivery of
Common Shares previously acquired by the Optionee;

    


    (c)    
by delivering a properly
executed notice of exercise of the Option to the Company and a broker, with
irrevocable instructions to the broker promptly to deliver to the Company the
amount necessary to pay the exercise price of the Option;

    


    (d)    
in Common Shares newly
acquired by the Optionee upon exercise of the Option (which shall constitute a
disqualifying disposition with respect to this ISO); or

    


    (e)    
in any combination of (a),
(b), (c) or (d) above.

    


    In the
event the exercise price is paid, in whole or in part, with Common Shares, the
portion of the exercise price so paid shall be equal to the Fair Market Value of
the Common Shares surrendered on the date of exercise.

    


    Upon
receipt of notice of exercise and payment, the Company shall deliver a
certificate or certificates representing the Common Shares 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 Common
Shares.

    


    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
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 to exercise the Option. All Common Shares that
are purchased upon exercise of the Option as provided herein shall be fully paid
and non-assessable.

    


    Upon
exercise of the Option, Optionee shall be responsible for all employment and
income taxes then or thereafter due (whether Federal, State or local), and if
the Optionee does not remit to the Company sufficient cash (or, with the consent
of the Committee, Common Shares) to satisfy all applicable withholding
requirements, the Company shall be entitled to satisfy any withholding
requirements for any such tax by disposing of Common Shares at exercise,
withholding cash from Optionee’s salary or other compensation or such other
means as the Committee considers appropriate to the fullest extent permitted by
applicable law. Nothing in the preceding sentence shall impair or limit the
Company’s rights with respect to satisfying withholding obligations under
Section 10 of the Plan.

    


    6.     Non-Transferability
of Option. This Option is
not assignable or transferable, in whole or in part, by the Optionee other than
by will or by the laws of descent and distribution. During the lifetime of the
Optionee, the Option shall be exercisable only by the Optionee or, in the event
of his or her disability, by his or her guardian or legal
representative.


    7.     Termination
of Employment. If the
Optionee’s employment with the Company and all Related Corporations is
terminated for any reason (other than death or disability) prior to the
Expiration Date, then this Option may be exercised by Optionee, to the extent of
the number of Common Shares with respect to which the Optionee could have
exercised it on the date of such termination of employment, at any time prior to
the earlier of (i) the Expiration Date, or (ii) three months after such
termination of employment. Any part of the Option that was not exercisable
immediately before the termination of Optionee’s employment shall terminate at
that time.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    8.     Disability. If the Optionee becomes disabled (as
determined in accordance with section 22(e)(3) of the Code) during his or her
employment and, prior to the Expiration Date, the Optionee’s employment is
terminated as a consequence of such disability, then this Option may be
exercised by the Optionee or by the Optionee’s legal representative, to the
extent of the number of Common Shares with respect to which the Optionee could
have exercised it on the date of such termination of employment at any time
prior to the earlier of (i) the Expiration Date or (ii) one year after such
termination of employment. Any part of the Option that was not exercisable
immediately before the Optionee’s termination of employment shall terminate at
that time.

     

    9.     Death. If the Optionee dies during his or
her employment and prior to the Expiration Date, or if the Optionee’s employment
is terminated for any reason (as described in Paragraphs 7 and 8) and the
Optionee dies following his or her termination of employment but prior to the
earliest of (i) the Expiration Date, or (ii) the expiration of the period
determined under Paragraph 7 or 8 (as applicable to the Optionee), then
this Option may be exercised by the Optionee’s estate, personal representative
or beneficiary who acquired the right to exercise this Option by bequest or
inheritance or by reason of the Optionee’s death, to the extent of the number of
Common Shares with respect to which the Optionee could have exercised it on the
date of his or her death, at any time prior to the earlier of (i) the Expiration
Date or (ii) one year after the date of the Optionee’s death. Any part of the
Option that was not exercisable immediately before the Optionee’s death shall
terminate at that time.

    


    10.    
Disqualifying
Disposition of Option Shares. The Optionee agrees to give written
notice to the Company, at its principal office, if a “disposition” of the Common
Shares acquired through exercise of the Option granted hereunder occurs at any
time within two years after the Grant Date or within one year after the transfer
to the Optionee of such shares. Optionee acknowledges that if such disposition
occurs, the Optionee generally will recognize ordinary income as of the date the
Option was exercised in an amount equal to the lesser of (i) the Fair Market
Value of the Common Shares on the date of exercise minus the exercise price, or
(ii) the amount realized on disposition of such shares minus the exercise price.
If requested by the Company at the time of and in the case of any such
disposition, Optionee shall pay to the Company an amount sufficient to satisfy
the Company’s federal, state and local withholding tax obligations with respect
to such disposition. The provisions of this Section 10 shall apply, whether or
not the Optionee is in the employ of the Company at the time of the relevant
disposition. For purposes of this Paragraph, the term “disposition” shall have
the meaning assigned to such term by section 424(c) of the
Code.

    


    11.    
Securities
Matters. (a) If, at any
time, counsel to the Company shall determine that the listing, registration or
qualification of the Common Shares subject to the Option upon any securities
exchange or under any state or federal law, or the consent or approval of any
governmental or regulatory body, or that the disclosure of non-public
information or the satisfaction of any other condition is necessary as a
condition of, or in connection with, the issuance or purchase of Common Shares
hereunder, such Option may not be exercised, in whole or in part, unless such
listing, registration, qualification, consent or approval, or satisfaction of
such condition shall have been effected or obtained on conditions acceptable to
the Board of Directors. The Company shall be under no obligation to apply for or
to obtain such listing, registration or qualification, or to satisfy such
condition. The Committee shall inform the Optionee in writing of any decision to
defer or prohibit the exercise of an Option. During the period that the
effectiveness of the exercise of an Option has been deferred or prohibited, the
Optionee may, by written notice, withdraw the Optionee’s decision to exercise
and obtain a refund of any amount paid with respect thereto.

     

    (b)    
The Company may require: (i) the Optionee (or any other person exercising the
Option in the case of the Optionee’s death or Disability) as a condition of
exercising the Option, to give written assurances, in substance and form
satisfactory to the Company, to the effect that such person is acquiring the
Common Shares subject to the Option for his or her own account for investment
and not with any present intention of selling or otherwise distributing the
same, and to make such other representations or covenants; and (ii) that any
certificates for Common Shares delivered in connection with the exercise of the
Option bear such legends, in each case as the Company deems necessary or
appropriate, in order to comply with federal and applicable state securities
laws, to comply with covenants or representations made by the Company in
connection with any public offering of its Common Shares or otherwise. The
Optionee specifically understands and agrees that the Common Shares, if and when
issued upon exercise of the Option, may be “restricted securities,” as that term
is defined in Rule 144 under the Securities Act of 1933 and, accordingly, the
Optionee may be required to hold the shares indefinitely unless they are
registered under such Securities Act of 1933, as amended, or an exemption from
such registration is available.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (c)    
The Optionee shall have no
rights as a shareholder with respect to any Common Shares covered by the Option
(including, without limitation, any rights to receive dividends or non-cash
distributions with respect to such shares) until the date of issue of a stock
certificate to the Optionee for such Common Shares. No adjustment shall be made
for dividends or other rights for which the record date is prior to the date
such stock certificate is issued.

    


    12.    
Governing
Law. This Option Agreement
shall be governed by the applicable Code provisions to the maximum extent
possible. Otherwise, the laws of the State of Delaware (without reference to the
principles of conflict of laws) shall govern the operation of, and the rights of
the Optionee under, the Plan and Options granted thereunder.

     

    IN
WITNESS WHEREOF, the Company has caused this Incentive Stock Option Agreement to
be duly executed by its duly authorized officer, and the Optionee has hereunto
set his or her hand and seal, all as of the date first above
written.

    


    
      
        
          
            
              
                
                  	
                          CLEAR
      SKIES SOLAR, INC.

                        
	 
      	 
      
	
                          By:

                        	
                           

                        
	
                          Name:

                        	 
      
	
                          Title:

                        	 
      
	
                           

                        
	
                          Optionee

                        


                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    CLEAR
SKIES SOLAR, INC.

    2008
EQUITY INCENTIVE PLAN

    


    Notice of
Exercise of Incentive Stock Option

     

    I hereby
exercise the incentive stock option granted to me pursuant to the Incentive
Stock Option Agreement dated as of ____________ __, 20__, by Clear Skies Solar,
Inc. (the “Company”), with respect to the following number of shares of the
Company’s common stock (“Shares”), par value $0.001 per Share, covered by said
option:

    


    
      
        
          
            	
                    Number
      of Shares to be purchased:

                  	 
      	
                     
                      

                  	 
      
	 
      	 
      	 
      	 
      	 
      
	
                    Purchase
      price per Share:

                  	 
      	
                    $                

                  	 
      
	 
      	 
      	 
      	 
      	 
      
	
                    Total
      purchase price:

                  	 
      	
                    $                

                  	 
      


          

        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      	
                              ________    

                            	
                              A.

                            	
                              Enclosed
      is cash or my certified check, bank draft, or postal or express money
      order in the amount of $________ in full/partial [circle one] payment for
      such Shares;

                            
	 
      	 
      	 
      
	
                              and/or

                            
	 
      	 
      	 
      
	
                              ________  

                            	
                              B.

                            	
                              Enclosed
      is/are Share(s) with a total fair market value of $ on the date hereof in
      full/partial [circle
      one] payment for such Shares;

                            
	 
      	 
      	 
      
	
                              and/or

                            
	 
      	 
      	 
      
	
                              ________   

                            	
                              C.

                            	
                              I
      have provided notice to [insert name of broker],
      a broker, who will render full/partial [circle one] payment for
      such Shares. [Optionee
      should attach to the notice of exercise provided to such broker a copy of
      this Notice of Exercise and irrevocable instructions to pay to the Company
      the full/partial (as elected above) exercise
  price.]

                            
	 
      	 
      	 
      
	
                              and/or

                            
	 
      	 
      	 
      
	
                              ________   

                            	
                                  D.    

                            	
                              I
      elect to satisfy the payment for Shares purchased hereunder by having the
      Company withhold newly acquired Shares pursuant to the exercise of the
      Option. I understand that this will result in a “disqualifying
      disposition,” as described in Section 10 of my Incentive Stock Option
      Agreement.

                            


                    

                  

                

              

            

          

        

      

    

    
      
      

    

     

    Please have the certificate or
certificates representing the purchased Shares registered in the following name
or names* :                                                                    ; and sent to                  

0;                              .

     

    
      
        	
                DATED:
        _____________________, 20__

              	
                 

              
	 
      	
                Optionee’s
      Signature

              


      

    

    ____________________________

    
      	
              *

            	
              Certificates
      may be registered in the name of the Optionee alone or in the joint names
      (with right of survivorship) of the Optionee and his or her
      spouse.