Unassociated Document


    EXHIBIT 10.9


    


    


    


    


    May 13,
2008

    


    


    Marty
Neese

    715
Fremont Street

    Menlo
Park, CA  94025

    


    


    Employment
with SunPower Corporation

    


    Dear
Marty:

    


    SunPower
Corporation is embarking on a once in a lifetime, winner take all expansion in
the solar power industry. We have the unique opportunity to grow a great
business, and, at the same time, to help solve one of mankind’s biggest
challenges—environmentally friendly energy sources.

    


    We are
pleased to offer you the position of Chief Operating Officer.  This
position reports to Tom Werner, CEO.  Your specific responsibilities
shall include, but not be limited to those that are outlined in the attached job
description.

    


    Should
you accept our offer, SunPower will compensate you $15,385.00 bi-weekly
($400,000.00 when computed annually) for your services in accordance with its
normal payroll practices.

     

    Following
the start of your employment, you will also receive 50,000 Restricted Stock
Units, and a non-qualified stock options to purchase 100,000 shares of SunPower
Class A common stock at a price to be determined at the next Board of Directors
meeting following the start of your employment.  The Restricted Stock
Units will vest in equal annual installments over a three-year period and the
stock options will vest in equal annual installments over a four-year
period.   The first vesting of both the Restricted Stock Units
and the stock options will occur on the one-year anniversary following the date
of each grant.

     

     

    You will
also be a participant in the SunPower Key Employee Bonus Program (KEBP) at a
target incentive of 60% of base salary.  Your actual incentive will be
based on both company and individual performance.

     

     

    In the
event that your employment is involuntarily terminated without Cause by the
Company before the first vesting date of your Restricted Stock Units and stock
options, the Company shall pay you a sum of $1,500,000.00 within 30 days
following such involuntarily termination without cause.  The
definition of “Cause” for purposes of this paragraph shall be defined by the
Compensation Committee of the Board of Directors.

     

     

    The
Company will provide you with a “Change of Control” employment agreement with a
double trigger provision. Additionally, for fiscal year 2008 there will be no
pro-rata reduction in your participation level for the Evergreen stock award
program and annual merit review process.

     

     

    As an
employee of SunPower, you will be eligible for group insurance benefits in
accordance with the terms and limitations applicable to such
coverage.  SunPower also provides Personal Time Off (PTO) to its
employees.  If you elect to join us, you will begin to accrue PTO at a
rate of 3 weeks per year upon commencement of employment.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     Except
for the CEO of SunPower, no manager, supervisor or other representative of the
Company has authority to agree on behalf of SunPower to employ any employee for
any specific period of time or to employ any employee on other than an at-will
basis.  Any agreement to employ an employee for a specific time or on
other than at-will basis is effective only if signed by the CEO of
SunPower.

    


    To attain
a leadership position in the photovoltaic industry, SunPower embraces new
challenges and opportunities from time to time as the company develops and
grows.  The Company expects the same commitment and resultant
flexibility from its employees.  Although the Company does not have
any immediate plans to modify your defined job responsibilities or alter your
specific job assignment, the Company retains the right to make such
modifications in the future to satisfy ongoing developing

    business
needs.  Nothing in this letter limits the Company’s ability to modify
your job duties or change your assignment.

    


    As an
employee of SunPower, you may work with and/or develop information, which is
considered confidential by the Company.  As a result, SunPower
requires all employees to agree not to use or disclose any such confidential
information for the benefit of anyone other than SunPower.  Should you
accept our offer of employment, SunPower will require you to sign an agreement
describing your obligations with respect to confidentiality in greater
detail.

    


    This
offer is contingent upon your ability to present documents establishing your
right to work in the United States as required by the 1986 Federal Immigration
Reform and Control Act. Please be prepared to present documents demonstrating
your right to work upon your first date of employment.

    


    This
offer shall be good through close of business on May 20, 2008.  On
your official start date, you will be entitled to participate in our benefits
programs.  We will provide you with full information regarding the
applicable health insurance offered as well as other pertinent information
regarding the benefit package that is offered to SunPower
employees.

    


    We are
excited about the prospect of working with you and hope that you will decide to
join us.  In order to memorialize your acceptance of this offer,
please sign and date one copy of this offer letter confirming your start date as
June 15, 2008.  You are also welcome to fax these documents to me at
408-240-5404.  If you have any questions about our offer or employment
at SunPower, I encourage you to call me at 408-240-5570 or Doug Richards, Vice
President, Human Resources at 650-799-4500.

    


    


    Sincerely,

    


    /s/ Tom
Werner

    


    Tom
Werner

    CEO

    


    


    I accept
the offer of employment set forth above:

    


    


    


     

    
      	 5/15/08	 /s/ M. Neese	 June 15, 2008
	 Date	Signature     	 Start
      Date
	 	 	 or
      T.B.D.