Exhibit 10.28 -


    
      

      

    

    
       

      Exhibit
        10.28

      


      NEITHER
        THIS OPTION NOR THE SECURITIES INTO WHICH THIS OPTION IS EXERCISABLE HAVE
        BEEN
        REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
        COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
        THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
        MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
        STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
        FROM
        THE REGISTRATION REQUIREMENTS THEREUNDER AND IN COMPLIANCE WITH APPLICABLE
        STATE
        SECURITIES OR BLUE SKY LAWS.

      


      SOLAR
        POWER, INC.

      


      


      ________________,
        200__

      


      [NAME
        OF
        PARTICIPANT]

      [Address
        of Participant]

      


      Dear
        Participant:

      


      Pursuant
        to the terms and conditions of the Solar Power, Inc. 2006 Equity Incentive
        Plan (the
        “Plan”), you have been granted a Non-Qualified
        Stock Option to
        purchase _________ shares
        of
        common stock (the “Option”) as outlined below.

      


      
        	
                Granted
                  To:

              	
                _____________________

              
	 	 
	
                Grant
                  Date:

              	
                _____________________

              
	 	 
	
                Options
                  Granted:

              	
                _____________________

              
	 	 
	
                Exercise
                  Price per Share:

              	
                _____________________

              
	 	 
	
                Total
                  Cost to Exercise:

              	
                _____________________

              
	 	 
	
                Expiration
                  Date:

              	
                _____________________

              
	 	 
	
                Vesting
                  Schedule:

              	
                ____%
                  per year for __ years

              
	 	 
	 	
                ___%
                  on
                  __________

              
	 	
                ___%
                  on
                  __________

              
	 	
                ___%
                  on
                  __________

              
	 	
                ___%
                  on
                  __________

              


      

      


      Any
        portion of this Option not exercised prior to the Expiration Date will become
        null and void.

      


      This
        Option grant is subject to all of the Terms and Conditions attached hereto
        and
        incorporated herein by reference. The capitalized terms used in this Option
        will
        have the same meanings as
        set
        forth in the Plan. A
        Summary
        of the Plan and a copy of the Plan is provided herewith.

      


      SOLAR
        POWER, INC. PARTICIPANT

      


      
        	
                By:

              	
                ____________________________(signature)

              	
                ___________________________
                  (signature)

              
	 	
                _______________________________(title)

              	 
	
                Date:
                  ___________

              	
                Date:
                  _____________

              


      

      


      Notice:
        All notices to be given by either party to the other will be in writing and
        may
        be transmitted by overnight courier; or mail, registered or certified, postage
        prepaid with return receipt requested; or personal delivery; or facsimile
        transmission, provided,
however, that notices of
        change of address or facsimile
        number will be effective only upon actual receipt by the other party. Notices
        will be delivered to Solar Power, Inc., 4080 Cavitt Stallman R.d.,
        Granite Bay, CA 95746 Attn: Glenn Carnahan, and to the employee at the
        last known address of the employee as provided to Solar Power,
        Inc.


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      


      Term
        And Conditions Of

      Nonqualified
        Stock Option Agreement

      


      Solar
        Power, Inc. is referred to as "Company" and Employee granted option is referred
        to as "Participant".

      


      1.   Plan
        Controls.
        The
        terms contained in the Plan are incorporated into and made a part of this
        Option
        and this Option will be governed by and construed in accordance with the
        Plan.
        In the event of any actual or alleged conflict between the provisions of
        the
        Plan and the provisions of this Option, the provisions of the Plan will be
        controlling and determinative.

      


      2.   Manner
        of Exercise.
        The
        Vested Portion of this Option may be exercised from time to time, in whole
        or in
        part, by
        delivery to the Company at
        its
        principal office
        of a
        stock option exercise agreement (the “Exercise Agreement”) substantially
        in the form attached hereto (the “Form”), which
        need not be the same for each Participant, stating the number of Shares being
        purchased, the restrictions imposed on the Shares purchased under such Exercise
        Agreement, if any, and such representations and agreements regarding the
        Participant’s investment intent and access to information and other matters, if
        any, as may be required or desirable by the Company to comply with applicable
        securities laws. The Form must
        be
        duly executed by Participant and be accompanied by payment in cash, or by
        check
        payable to the Company, in
        full
        for the Exercise Price for the number of Shares being purchased. Alternatively,
        but only if the Administrator authorizes at the time of exercise at its sole
        discretion, and where permitted by law (i) by surrender of shares of Stock
        of
        the Company that have been owned by the Participant for more than six (6)
        months
        or lesser period if the surrender of Shares is otherwise exempt from Section
        16
        of the Exchange Act and if such shares were purchased from the Company by
        use of
        a promissory note, such note has been fully paid with respect to such shares,
        (ii) by forfeiture of Shares equal to the value of the exercise price pursuant
        to a “deemed net-stock exercise” as provided for in the Plan, (iii) by broker
        sale by following the required instructions therefore including as so authorized
        by the Administrator and its sole discretion instructions to a broker to
        deliver
        promptly to the Company the amount of sale or loan proceeds necessary to
        pay the
        exercise price and the amount of any required tax or other withholding
        obligations, or (iv) by any combination of the foregoing methods of payment
        or
        any other consideration or method of payment. 

      


      3.   Privileges
        Of Stock Ownership.
        Participant will not have any of the rights of a stockholder with respect
        to any
        Shares until the Shares are issued to Participant. The Company will issue
        (or
        cause to be issued) such stock certificate promptly upon exercise of this
        Option. All certificates for Shares or other securities delivered will be
        subject to such stock transfer orders, legends and other restrictions as
        the
        Administrator may deem necessary or advisable, including restrictions under
        any
        applicable federal, state or foreign securities law, or any rules, regulations
        and other requirements of the SEC or any stock exchange or automated quotation
        system upon which the Shares may be listed or quoted. No adjustment will
        be made
        for a dividend or other right for which the record date is prior to the date
        the
        stock certificate is issued.

      


      4.   Notification
        of Disposition.
        Participant agrees to notify the Company in writing within 30 days of any
        disposition of Shares acquired pursuant to the exercise of this Option.


      


      5.   Withholding
        .
        The
        Company may require the Participant to remit to
        the
        Company by cash or check payable to the Company, an amount sufficient to
        satisfy
        federal, state and local taxes and FICA withholding requirements whenever
        Shares
        are to be issued upon exercise of this Option or Shares are forfeited pursuant
        to the “deemed net-stock exercise”, or when under applicable tax laws,
        Participant incurs tax liability in connection with the exercise or vesting
        of
        this Option. Any such payment must be made promptly when the amount of such
        obligation becomes determinable.
        In lieu
        thereof, the Company may withhold the amount of such taxes from any other
        sums
        due or to become due from the Company as the Administrator will
        prescribe.

      


      To
        the
        extent permissible by law, and at its sole discretion, the Administrator
        may
        permit the Participant to satisfy any such withholding tax at the time of
        exercise, in whole or in part, with shares of Stock up to an amount not greater
        than the Company’s minimum statutory withholding rate for federal and state tax
        purposes, including payroll taxes. The Administrator may exercise its
        discretion, by (i) directing the Company to apply shares of Stock to which
        the
        Participant is entitled as a result of the exercise of this Option, or (ii)
        delivering to the Company shares of Stock owned by the Participant for more
        than
        six (6) months, unless the delivery of the Shares is otherwise exempt from
        Section 16 of the Exchange Act; but Participant may only satisfy his or her
        withholding obligation with shares of Stock that are not subject to any
        repurchase, forfeiture, unfulfilled vesting or other similar
        requirements.

      



      
        
          
          

        

        
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      6.   Exercise
        After Certain Events.

      


      6.1.   Termination
        of All Services.
        If for
        any reason other than Retirement, permanent and total Disability or death,
        Participant terminates all services to the Company, as an employee, consultant,
        advisor, or in a similar capacity, vested Options held at the date of such
        termination may be exercised, in whole or in part, at any time within three
        (3)
        months after the date of such termination (but in no event after the earlier
        of
        (i) the expiration of this Option and (ii) 10 years from the Grant Date).
        

      


      6.2    Retirement.
        If
        Participant ceases all services to the Company as an employee, consultant,
        advisor or in a similar capacity as a result of Retirement, Participant need
        not
        exercise this Option within three (3) months of termination of such services
        but
        will be entitled to exercise vested Options held at the date of such termination
        within the maximum term of this Option. The term “Retirement” as used herein
        means such termination of services as will entitle Participant to early or
        normal retirement benefits under any then existing pension or salary
        continuation plans of the Company excluding 401(k) participants (except as
        otherwise covered under other pension or salary continuation plans).


      


      6.3   Permanent
        Disability and Death.
        If
        Participant becomes permanently and totally Disabled while rendering services
        to
        the Company as an employee, consultant, advisor or in a similar capacity,
        or
        dies while employed by the Company (including as an Officer of the Company)
        or
        death occurs within three (3) months thereafter, vested Options then held
        may be
        exercised by Participant, Participant’s personal representative, or by the
        person to whom this Option is transferred by will or the laws of descent
        and
        distribution, in whole or in part, at any time within 1 year after the
        termination of services because of the Disability or death (but in no event
        after the earlier of (i) the expiration date of this Option, and (ii) 10
        years
        from the Grant Date).

      


      6.4   Cancellation
        of Awards.
        In the
        event Participant’s services to the Company have been terminated for “Cause”, he
        or she will immediately forfeit all rights to this Option. The determination
        by
        the Board that termination was for Cause will be final and conclusive. In
        making
        its determination, the Board will give Participant an opportunity to appear
        and
        be heard at a hearing before the full Board and present evidence on the
        Participant's behalf. 

      


      7.   Restrictions
        on Transfer of Option.
        This
        Option will not be transferable by Participant other than by will or by the
        laws
        of descent and distribution and during the lifetime of Participant, only
        Participant, his guardian or legal representative may exercise this
        Option
        except
        that Participant may transfer this Option to a Spouse pursuant
        to a
        property settlement, agreement, or court order incident to a divorce. In
        addition, at the discretion of the Administrator, this Option may be transferred
        without payment of consideration to the following family members of Participant,
        including adoptive relationships: a child, stepchild, grandchild, parent,
        stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
        son-in-law, daughter-in-law, brother-in-law, sister-in-law, niece, nephew,
        former spouse (whether by gift or pursuant to a domestic relations order),
        any
        person sharing the employee’s household (other than a tenant or employee), a
        family-controlled partnership, corporation, limited liability company and
        trust,
        or a foundation in which family members heretofore described control the
        management of assets. The assigned portion may only be exercised by the person
        or persons who acquire a proprietary interest in this Option pursuant to
        the
        assignment. The terms applicable to the assigned portion will be the same
        as
        those in effect for this Option immediately prior to such assignment and
        will be
        set forth in such documents issued to the assignee as the Administrator may
        deem
        appropriate. A request to assign an Option may be made only by delivery to
        the
        Company of a written stock option assignment request in a form approved by
        the
        Administrator, stating the number of Options and Shares underlying Options
        requested for assignment, that no consideration is being paid for the
        assignment, identifying the proposed transferee, and containing such other
        representations and agreements regarding the Participant’s investment intent and
        access to information and other matters, if any, as may be required or desirable
        by the Company to comply with applicable securities laws.

      


      Participant
        may designate a beneficiary to exercise this Option after Participant's death.
        If
        no
        beneficiary has been designated or survives Participant, payment will be
        made to
        Participant’s estate. Subject to the foregoing, a beneficiary designation may be
        changed or revoked by Participant at any time, provided the change or revocation
        is filed with the Administrator.

      


      8.   Dissolution,
        Liquidation and Merger.

      



      
        
          
          

        

        
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      8.1.   Company
        Not The Survivor.
        In the
        event of a dissolution or liquidation of the Company, a merger, consolidation,
        combination or reorganization in which the Company is not the surviving
        corporation, or a sale of substantially all of the assets of the Company
        (as
        determined in the sole discretion of the Board), the Administrator, in its
        absolute discretion, may cancel this Option upon payment in cash or stock,
        or
        combination thereof, as determined by the Board, to Participant of the amount
        by
        which any cash and the fair market value of any other property which Participant
        would have received as consideration for the Shares covered by this Option
        if
        the Option had been exercised before such liquidation, dissolution, merger,
        consolidation, combination, reorganization or sale exceeds the Exercise Price
        of
        this Option or negotiate to have this Option assumed by the surviving
        corporation. In addition to the foregoing, in the event of a dissolution
        or
        liquidation of the Company, or a merger, consolidation, combination or
        reorganization, in which the Company is not the surviving corporation, the
        Administrator, in its absolute discretion, may accelerate the time within
        which
        this Option may be exercised,
        provided
        however, that the Change of Control provisions of the Plan will control with
        respect to acceleration in vesting in the event of a merger, consolidation,
        combination or reorganization that results in a Change of Control as so defined.
        

      


      8.2.   Company
        is the Survivor.
        In the
        event of a merger, consolidation, combination or reorganization in which
        the
        Company is the surviving corporation, the Board will determine the appropriate
        adjustment of the number and kind of securities with respect to which
        outstanding Options may be exercised, and the exercise price at which
        outstanding Options may be exercised. The Board will determine, in its sole
        and
        absolute discretion, when the Company will be deemed to survive for purposes
        of
        the Plan. 

      


      9.   No
        Obligation To Employ.
        Nothing
        in the Plan or this Option will confer or be deemed to confer on any Participant
        any right to continue in the employ of, or to continue any other relationship
        with, the Company or a Subsidiary, or to limit in any way the right of the
        Company or a Subsidiary, to terminate Participant's employment or other
        relationship at any time, with or without cause. 

      


      10. 
          Compliance
        With Code Section 162(m).
        At all
        times when the Administrator determines that compliance with Code Section
        162(m)
        is required or desired, this Option if granted to a Named Executive Officer
        will
        comply with the requirements of Section 162(m). In addition, in the event
        that
        changes are made to Section 162(m) to permit greater flexibility with respect
        to
        this Option, the Administrator may, subject to this provision make any
        adjustments it deems appropriate.

      


      11.    Compliance
        With Code Section 409A.
        Notwithstanding any provision of the Plan to the contrary, if any provision
        of
        the Plan or this Option contravenes any regulations or Treasury guidance
        promulgated under Code Section 409A or could cause this Option or any Award
        to
        be subject to the interest and penalties under Section 409A, such provision
        of
        the Plan, this Option will be modified to maintain, to the maximum extent
        practicable, the original intent of the applicable provision without violating
        the provisions of Section 409A. In addition, in the event that changes are
        made
        to Section 409A to permit greater flexibility with respect to this Option,
        the
        Administrator may make any adjustments it deems appropriate.

      


      12.    Code
        Section 280G.
        Notwithstanding any other provision of the Plan to the contrary, if the right
        to
        receive or benefit from this Option, either alone or together with payments
        that
        Participant has a right to receive from the Company, would constitute a
        "parachute payment" (as defined in Code Section 280G), all such payments
        will be
        reduced to the largest amount that will result in no portion being subject
        to
        the excise tax imposed by Code Section 4999. 

      


      13.    Securities
        Law And Other Regulatory Compliance.
        The
        Company will not be obligated to issue any Shares upon exercise of this Option
        unless such Shares are at that time effectively registered or exempt from
        registration under the federal securities laws and the offer and sale of
        the
        Shares are otherwise in compliance with all applicable securities laws.
The
        Company will be under no obligation to register the Shares with the SEC or
        to
        effect compliance with the registration, qualification or listing requirements
        of any state securities laws, stock exchange or automated quotation system,
        and
        the Company will have no liability for any inability or failure to do so.
        Upon
        exercising all or any portion of this Option, Participant may be required
        to
        furnish representations or undertakings deemed appropriate by the Company
        to
        enable the offer and sale of the Shares or subsequent transfers of any interest
        in such Shares to comply with applicable securities laws. Evidences of ownership
        of Shares acquired upon exercise of this Option will bear any legend required
        by, or useful for purposes of compliance with, applicable securities laws,
        the
        Plan or this Option.

      


      14.    Arbitration.
        

      



      
        
          
          

        

        
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      14.    General.
        Any
        controversy, dispute, or claim arising out of or relating to this Option
        which
        cannot be amicably settled within thirty (30) days (or such longer period
        as may
        be mutually agreed upon) from the date either the Company or Participant
        notifies the other in writing that such dispute or disagreement exists will
        be
        settled by arbitration. Said arbitration will be conducted in accordance
        with
        the Commercial Arbitration Rules of the American Arbitration
        Association.

      


      14.2   Injunctive
        Actions.
        Nothing
        herein contained will bar the right of either the Company or Participant
        to seek
        to obtain injunctive relief or other provisional remedies against threatened
        or
        actual conduct that will cause loss or damages under the usual equity rules
        including the applicable rules for obtaining preliminary injunctions and
        other
        provisional remedies. 

      


      15.    Tax
        Effect.
        The
        federal and state tax consequences of stock options are complex and subject
        to
        change. Each person should consult with his or her tax advisor before exercising
        this Option or disposing of any Shares acquired upon the exercise of this
        Option.

      


      16.    Entire
        Agreement.
        This
        Option Grant including the Terms and Conditions and the Plan constitute the
        entire contract between the Company and Participant hereto with regard to
        the
        subject matter hereof. They supersede any other agreements, representations
        or
        understandings (whether oral or written and whether express or implied),
        which
        relate to the subject matter hereof.

      


      17.    Severability.
        In the
        event that any portion of this Agreement is found to be unenforceable, the
        remaining portions of this Agreement will remain valid and in full force
        and
        effect.

      


      18.    Choice
        of Law.
        This
        Agreement will be governed by, and construed in accordance with, the laws
        of the
        State of California, as such laws are applied to contracts entered into and
        performed in such State. 

      


      19.    Binding
        Effect.
        This
        Agreement will inure to the benefit of, and be binding upon, the parties
        hereto
        and their respective heirs, executors, and successors.

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      



      
        
          
          

        

        
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      SOLAR
        POWER, INC.

      Notice
        of Intent to Exercise Solar Power, Inc. Stock Options

      


      


      To:
        Stock Administrator 

      


      


      I
        hereby give notice to Solar Power, Inc. of my intent to exercise the following
        stock options on ______________, 200__:

      


      
        	
                (A)

              	
                (B)

              	
                (C)

              	
                (B
                  X C)

              
	
                Grant
                  Date

              	
                #Options

              	
                Strike
                  Price

              	
                Payment
                  Due

              


      

      


      


      


      


      


      


      


      


      
        
          

        



      


      Method
        of Payment

      


      
        	
                _____

              	
                Personal
                  Check

              


      

      


      
        	
                _____

              	
                Exchange
                  of Previously Owned Shares

              


      

      


      
        	
                _____

              	
                Deemed
                  Net-Stock Exercise

              


      

      


      
        	
                _____

              	
                Broker
                  Check (Same Day Sale)

              


      

      


      Brokerage
        Company _________________________

      


      Your
        method of payment may result in a tax liability including alternative minimum
        tax. You are

      strongly
        urged to consult your tax advisor before exercising your
        options.

      


      
        	
                ____________________________________

              	
                _____________________

              
	
                Signature

              	
                Date

              
	 	 
	
                ____________________________________

              	 
	
                Name