exv10w2



 






Exhibit 10.2




AMENDMENT TO THE

CAPSTONE TURBINE CORPORATION

RESTRICTED STOCK PURCHASE AGREEMENT




     THIS AMENDMENT to the Agreement for the purchase of stock between Capstone Turbine Corporation
(the “Company”) and John Tucker (“Purchaser”), dated August 4, 2003, is made on this ___day of
February, 2005.



RECITALS:




     WHEREAS, the Company granted to Purchaser on August 4, 2003 an award of its common stock
subject to the terms and restrictions stated in the Agreement, including terms for the payment of a
purchase for such common stock; and



     WHEREAS, the Company and Purchaser desire to clarify and correct the terms that are stated in
the Agreement for vesting of the restricted stock shares subject thereto in the event of a change
in control of the Company;



     NOW, THEREFORE, the Agreement is hereby amended by restating Section 4 in the manner set forth
below, as authorized by the board of directors of the Company to be effective January 31, 2005:



     4. VESTING.



     The Shares shall vest and be released from the Company’s Repurchase Option (as hereinafter
defined) in accordance with the following provisions:



     (a) 25% of the Shares (rounded down to the next whole number of shares) shall vest one year
after the “Vesting Commencement Date” (as defined below), and 1/48th of the Shares (rounded down to
the next whole number of shares) shall vest each month thereafter on the date corresponding to the
Vesting Commencement Date, so that all of the Shares shall be vested on the 48th month anniversary
of the Vesting Commencement Date, subject to, with respect to each vesting date, Purchaser
continuing to be either an Employee or a Consultant of the Company on such vesting date.



     (b) Vesting under this Section shall cease in the event that Purchaser ceases to be either an
Employee or a Consultant; provided, however, that if Purchaser is terminated by the Company other
than for Cause (as such term is defined in the Company’s Amended and Restated 2000 Equity Incentive
Plan) prior to the one-year anniversary of the Vesting Commencement Date, 1/48th of the
Shares (rounded down to the next whole number of shares) shall be deemed to have vested on the
one-month anniversary of the Vesting Commencement Date and on each monthly anniversary thereafter
until the date of such termination. At such times, the repurchase provisions of Section 5 hereof
shall apply to all Shares that are Unvested Shares as of the date of such termination.



 









 





     (c) The Vesting Commencement Date shall be August 1, 2003.



     (d) Notwithstanding anything herein to the contrary, in the event of an “Acquisition” of the
Company, as defined in the Capstone Turbine Corporation Amended and Restated 2000 Equity Incentive
Plan, the vesting of the Shares shall be governed by the terms of such plan relating to an
Acquisition.



     IN WITNESS WHEREOF, the undersigned officer of the Company has executed this Amendment
pursuant to authorization from the Company and the Purchaser has set his hand hereto on the date
first written above.



	 	 	 	 	 
	 	 	CAPSTONE TURBINE CORPORATION
	 
	 	 	 	 
	 
	 	 	 	 
	

	 	By:	 	 
	 

	 	 	 	 
	John Tucker
	 	 	 	 
	 
	 	 	 	 
	

	 	Its:	 	 
	

	 	 	 	 







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