Exhibit 10.27 -


    
      

      

    

    

      Exhibit
        10.27

      


      SOLAR
        POWER, INC.,

      A
        Nevada corporation

      


      2006
        EQUITY INCENTIVE PLAN

      


      


      1.   PURPOSE.
        The
        purpose of this Plan is to provide incentives to attract, retain and motivate
        Eligible Persons whose present and potential contributions are important
        to the
        success of the Company by offering them an opportunity to participate in
        the
        Company’s future performance through awards of Incentive and Nonqualified Stock
        Options (“Options”), Stock (“Restricted Stock” or “Unrestricted Stock”) and
        Stock Appreciation Rights (“SARs”). This Plan is not intended to replace any
        current plan of, or awards issued by, the Company, nor will it limit the
        ability
        of the Company to create additional or new plans, or to issue additional
        or new
        awards. Capitalized terms not defined in the text are defined in Section
        29.

      


      2.   ADOPTION
        AND STOCKHOLDER APPROVAL.
        This
        Plan will be approved by the Stockholders of the Company, consistent with
        applicable laws, after the date this Plan is approved by the Board. No Award
        will be granted after termination of this Plan but all Awards granted prior
        to
        termination will remain in effect in accordance with their terms. The effective
        date of this Plan will be the date of approval by the Board subject to approval
        of the Stockholders within twelve (12) months of such adoption (the “Effective
        Date”). So long as the Company is subject to Section 16(b) of the Exchange Act,
        the Company will comply with the requirements of Rule 16b-3 (or its successor),
        as amended.

      


      3.   TERM
        OF PLAN.
        Unless
        earlier terminated as provided herein, this Plan will terminate ten (10)
        years
        from the date this Plan is adopted by the Board. 

      


      4.   SHARES
        SUBJECT TO THIS PLAN.

      


      4.1.
          Number
        of Shares Available.
        Subject
        to Section 4.2, the total number of Shares

      reserved
        and available for grant and issuance pursuant to this Plan will
        be
        equal to nine percent (9%) of the number of outstanding shares of the Company
        (the
        “Maximum Number”). Not more than two million (2,000,000) shares of Stock shall
        be granted in the form of Incentive Stock Options. 

      


      Shares
        issued under the Plan will be drawn from authorized and unissued shares or
        shares now held or subsequently acquired by the Company.

      


      Outstanding
        shares of the Company shall, for the purposes of such calculation, include
        the
        number of shares of Stock into which other securities or instruments issued
        by
        the Company are currently convertible (e.g., convertible preferred stock,
        convertible debentures, or warrants for common stock), but not outstanding
        Options to acquire Stock. 

      


      4.1.1.  
         Future
        Awards.
        Subject
        to Section 4.2 and to the fullest extent permissible under Rule 16b-3 under
        the Exchange Act and Section 422 of the Code and any other applicable laws,
        rules and regulations, (i) if an Award is canceled, terminates, expires, is
        forfeited or lapses for any reason without having been exercised or settled,
        any
        shares of Stock subject to the Award will be added back into the Maximum
        Number
        and will again be available for the grant of an Award under the Plan and
        (ii)
        and the number of shares of Stock withheld to satisfy a Participant’s minimum
        tax withholding obligations will be added back into the Maximum Number and
        will
        be available for the grant of an Award under the Plan. Also, only the net
        numbers of Shares that are issued pursuant to the exercise of an Award will
        be
        counted against the Maximum Number.

      



      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      However,
        in the event that prior to the Award’s cancellation, termination, expiration,
        forfeiture or lapse, the holder of the Award at any time received one or
        more
        elements of “beneficial ownership” pursuant to such Award (as defined by the
        SEC, pursuant to any rule or interpretations promulgated under Section 16
        of the
        Exchange Act), the Shares subject to such Award will not again be made available
        for regrant under the Plan. 

      


      4.1.2. 
         Acquired
        Company Awards.
        Notwithstanding anything in the Plan to the contrary, the Plan Administrator
        may
        grant Awards under the Plan in substitution for awards issued under other
        plans,
        or assume under the Plan awards issued under other plans, if the other plans
        are
        or were plans of other acquired entities (“Acquired Entities”) (or the parent of
        an Acquired Entity) and the new Award is substituted, or the old award is
        assumed, by reason of a merger, consolidation, acquisition of property or
        stock,
        reorganization or liquidation (the “Acquisition Transaction”). In the event that
        a written agreement pursuant to which the Acquisition Transaction is completed
        is approved by the Board and said agreement sets forth the terms and conditions
        of the substitution for or assumption of outstanding awards of the Acquired
        Entity, said terms and conditions will be deemed to be the action of the
        Plan
        Administrator without any further action by the Plan Administrator, except
        as
        may be required for compliance with Rule 16b-3 under the Exchange Act, and
        the persons holding such awards will be deemed to be Participants.

      


      4.1.3. 
         Reserve
        of Shares.
        At all
        times, the Company will reserve and keep available a sufficient number of
        Shares
        as will be required to satisfy the requirements of all outstanding Awards
        granted under this Plan. The Shares to be issued hereunder upon exercise
        of an
        Award may be either authorized but unissued; supplied to the Plan through
        acquisitions of Shares on the open market; Shares purchased under the Plan
        and
        forfeited back to the Plan; Shares surrendered in payment of the exercise
        price
        of an option; or Shares withheld for payment of applicable employment taxes
        and/or withholding obligations resulting from the exercise of an Option.
        The
        following rules will apply for purposes of the determination of the number
        of
        Shares available for grant under the Plan:

      


      i.    Grants.
        The
        grant of an Award will reduce the Shares available for grant under the Plan
        by
        the number of Shares subject to such Award.

      


      ii.   Outstanding.
        While
        an Award is outstanding, it will be counted against the authorized pool of
        Shares regardless of its vested status.

      


      4.2. Adjustments.
        Should
        any change be made to the Stock of the Company by reason of any stock split
        (including reverse stock split), stock dividend, recapitalization, combination
        of shares, exchange of shares or other change affecting the outstanding Common
        Stock as a class without the Company’s receipt of consideration, the
        Administrator will make the appropriate adjustments to (i) the maximum number
        and/or class of securities issuable under the Plan; and (ii) the number and/or
        class of securities and the exercise price per Share in effect under each
        outstanding Award in order to prevent the dilution or enlargement of benefits
        thereunder; provided however, that the number of Shares subject to any Award
        will always be a whole number and the Administrator will make such adjustments
        as are necessary to insure Awards of whole Shares. 


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      4.3.   Limitations
        on Awards.
        Notwithstanding any provision in the Plan to the contrary (but subject to
        adjustment as provided in Section 4.2), the Maximum Number of Shares of
        Stock with respect to one or more Options and/or SARs that may be granted
        during
        any one fiscal year under the Plan to any one Participant will be two hundred
        fifty thousand (250,000), except that the Company may make an additional
        one-time grant of such Award to a newly-hired individual for up to one hundred
        thousand (100,000) shares for a maximum annual grant of three hundred fifty
        thousand (350,000) (all of which may be granted as Incentive Stock Options).
        Determinations under the preceding sentence will be made in a manner that
        is
        consistent with Section 162(m) of the Code and regulations promulgated
        thereunder. The provisions of this Section will not apply in any circumstance
        with respect to which the Administrator determines that compliance with Section
        162(m) of the Code is not necessary.

       

      4.4.   No
        Repricing.
        Absent
        stockholder approval, neither the Administrator nor the Board will have any
        authority, with or without the consent of the affected holders of Awards,
        to
        "reprice" an Award in the event of a decline in the price of Shares after
        the
        date of their initial grant either by reducing the exercise price from the
        original exercise price or through cancellation of outstanding Awards in
        connection with regranting of Awards at a lower price to the same individual.
        This paragraph may not be amended, altered or repealed by the Administrator
        or
        the Board without approval of the stockholders of the Company.

       

      4.5.   No
        Reloading.
        No
        Option or SAR will provide for the automatic grant of replacement or reload
        Options or SARs upon the Participant exercising the Option or SAR and paying
        the
        Exercise Price by tendering Shares of Stock, net exercise or otherwise. This
        paragraph may not be amended, altered or repealed by the Administrator or
        the
        Board without approval of the stockholders of the Company. 

      


      
        	
                5.

              	
                ADMINISTRATION
                  OF THIS PLAN.

              


      

      


      5.1.   Authority.
        Authority to control and manage the operation and administration of this
        Plan
        will be vested in a committee consisting of two (2) or more independent members
        of the Board (the “Committee”). It is intended that the directors appointed to
        serve on the Committee will be “non-employee directors” (within the meaning of
        Rule 16b-3 promulgated under the Exchange Act) and “outside directors” (within
        the meaning of Section 162(m) of the Code) to the extent that Rule 16b-3
        and, if
        necessary for relief from the limitation under Section 162(m) of the Code
        and
        such relief sought by the Company, Section 162(m) of the Code, respectively,
        are
        applicable. However, the mere fact that a Committee member will fail to qualify
        under either of the foregoing requirements will not invalidate any Award
        made by
        the Committee which Award is otherwise validly made under the Plan. Members
        of
        the Committee may be appointed from time to time by, and will serve at the
        pleasure of, the Board. As used herein, the term “Administrator” means the
        Committee.

      


      5.2.   Interpretation.
        Subject
        to the express provisions of this Plan, the Administrator will have the
        exclusive power, authority and discretion to:

      


      (1)  
          construe
        and interpret this Plan and any agreements defining the rights and obligations
        of the Company and Participants under this Plan; 

      


      
        	 	
                (2)

              	
                select
                  Participants; 

              


      

      


      (3)      
        determine
        the terms and conditions of any Award granted under the Plan, including,
        but not
        limited to, the Exercise Price, grant price or purchase price, any restrictions
        or limitations on the Award, any schedule for lapse of forfeiture restrictions
        or restrictions on the exercisability of the Award, and acceleration or waivers
        thereof, based in each case on such considerations as the Administrator in
        its
        sole discretion determines that is not inconsistent with any rule or regulation
        under any tax or securities laws or includes an alternative right that does
        not
        disqualify an Incentive Stock Option under applicable regulations.
        Determinations made by the Administrator under this Plan need not be uniform
        but
        may be made on a Participant-by-Participant basis; 

      



      
        
          
          

        

        
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      (4)     determine
        the number of Shares or other consideration subject to Awards; 

      


      (5)     determine
        whether Awards will be subject to a condition, or grant a right, that is
        not
        inconsistent with any rule or regulation under any tax or securities laws
        or
        includes an alternative right that does not disqualify an incentive stock
        option
        under applicable regulations;

      


      (6)     prescribe
        the form of each Award Agreement, which need not be identical for each
        Participant; 

      


      (7)     further
        define the terms used in this Plan; 

      


      (8)     correct
        any defect or supply any omission or reconcile any inconsistency in this
        Plan or
        in any Award Agreement; 

      


      (9)     provide
        for rights of refusal and/or repurchase rights; 

      


      (10) 
            amend
        outstanding Award Agreements to provide for, among other things, any change
        or
        modification which the Administrator could have provided for upon the grant
        of
        an Award or in furtherance of the powers provided for herein that does not
        disqualify an Incentive Stock Option under applicable regulations unless
        the
        Participant so consents; 

      


      (11)    
         prescribe,
        amend and rescind rules and regulations relating to the administration of
        this
        Plan; and 

       

      (12)    
         make
        all
        other determinations necessary or advisable for the administration of this
        Plan.

      


      5.3.
          Decisions
        Binding.
        Any
        decision or action of the Administrator in connection with this Plan or Awards
        granted or shares of Stock purchased under this Plan will be final and binding.
        The Administrator will not be liable for any decision, action or omission
        respecting this Plan, or any Awards granted or shares of Stock sold under
        this
        Plan. 

      


      5.4.   Limitation
        on Liability.
        To the
        extent permitted by applicable law in effect from time to time, no member
        of the
        Committee will be liable for any action or omission of any other member of
        the
        Committee nor for any act or omission on the member’s own part, excepting only
        the member’s own willful misconduct, gross negligence, or bad faith and without
        reasonable belief that it was in the best interests of the Company, arising
        out
        of or related to this Plan. The Company will pay expenses incurred by, and
        satisfy a judgment or fine rendered or levied against, a present or former
        member of the Committee in any action against such person (whether or not
        the
        Company is joined as a party defendant) to impose liability or a penalty
        on such
        person for an act alleged to have been committed by such person while a member
        of the Committee arising with respect to this Plan or administration thereof
        or
        out of membership on the Committee or by the Company, or all or any combination
        of the preceding, provided, the Committee member was acting in good faith,
        within what such Committee member reasonably believed to have been within
        the
        scope of his or her employment or authority and for a purpose which he or
        she
        reasonably believed to be in the best interests of the Company or its
        stockholders. Payments authorized hereunder include amounts paid and expenses
        incurred in settling any such action or threatened action. The provisions
        of
        this section will apply to the estate, executor, administrator, heirs, legatees
        or devisees of a Committee member, and the term “person” as used on this section
        will include the estate, executor, administrator, heirs, legatees, or devisees
        of such person.

      



      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      
        	
                6.

              	
                GRANT
                  OF OPTIONS; TERMS AND CONDITIONS OF GRANT.

              


      

      


      6.1.   Grant
        of Options.
        One or
        more Options may be granted to any Eligible Person. Subject to the express
        provisions of this Plan, the Administrator will determine from the Eligible
        Persons those individuals to whom Options under this Plan may be granted.
        Each
        Option granted under this Plan will be evidenced by an Award Agreement, which
        will expressly identify the Option as an Incentive Stock Option or a
        Non-Qualified Stock Option. The Shares underlying a grant of an Option may
        be in
        the form of Restricted Stock or Unrestricted Stock.

      


      Further,
        subject to the express provisions of this Plan, the Administrator will specify
        the grant date (the “Grant Date”), the number of Shares covered by the Option,
        the Exercise Price and the terms and conditions for exercise of the Options.
        As
        soon as practicable after the Grant Date, the Company will provide the
        Participant with a written Award Agreement in the form approved by the
        Administrator. 

      


      The
        Administrator may, in its absolute discretion, grant Options under this Plan
        at
        any time and from time to time before the expiration of this Plan.

      


      6.2.   General
        Terms and Conditions.
        Except
        as otherwise provided herein, the Options will be subject to the following
        terms
        and conditions and such other terms and conditions not inconsistent with
        this
        Plan as the Administrator may impose:

      


      6.2.1.  
        Exercise
        of Option.
        The
        Administrator may determine in its discretion whether any Option will be
        subject
        to vesting and the terms and conditions of any such vesting. The Award Agreement
        will contain any such vesting schedule. 

      


      6.2.2.  
        Option
        Term.
        Each
        Option and all rights or obligations thereunder will expire on such date
        as will
        be determined by the Administrator, but not later than ten (10) years after
        the
        Grant Date (five (5) years in the case of an Incentive Stock Option when
        the
        Optionee owns more than ten percent (10%) of the total combined voting power
        of
        all classes of stock of the Company (“Ten Percent Stockholder”)), and will be
        subject to earlier termination as hereinafter provided.

      


      6.2.3.  
        Exercise
        Price.
        The
        Exercise Price of any Option will be determined by the Administrator when
        the
        Option is granted and may not be less than one hundred percent (100%) of
        the
        Fair Market Value of the Shares on the Grant Date, and the Exercise Price
        of any
        Incentive Stock Option granted to a Ten Percent Stockholder will not be less
        than one hundred ten percent (110%) of the Fair Market Value of the Shares
        on
        the Grant Date. Payment for the Shares purchased will be made in accordance
        with
        Section 10 of this Plan. The Administrator is authorized to issue Options,
        whether Incentive Stock Options or Non-Qualified Stock Options, at an option
        price in excess of the Fair Market Value on the Grant Date.

      


      6.2.4.  
        Method
        of Exercise.
        Options
        may be exercised only by delivery to the Company of a stock option exercise
        agreement (the “Exercise Agreement”) in a form approved by the Administrator
        (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, together with payment in full of the Exercise Price for
        the
        number of Shares being purchased. 

      



      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      6.2.5.  
        Transferability
        of Options.
        Except
        as otherwise provided below for Non-Qualified Stock Options, no Option will
        be
        transferable other than by will or by the laws of descent and distribution
        and
        during the lifetime of a Participant only the Participant, his guardian or
        legal
        representative may exercise an Option, except in the case of an Incentive
        Stock
        Option, pursuant to a domestic relations order that would satisfy Section
        414(p)(1)(A) of the Code if such Section applied to an Award under the Plan
        and
        Nonqualified Options may be transferred to a Participant's former spouse
        pursuant to a property settlement made part of an agreement or court order
        incident to the divorce.

      


      At
        its
        discretion, the Administrator may provide for transfer of an Option (other
        than
        an Incentive Stock Option), without payment of consideration, to the following
        family members of the 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
        the Option pursuant to the assignment. The terms applicable to the assigned
        portion will be the same as those in effect for the 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.

      


      6.2.6.  
        Beneficiaries.
        Notwithstanding Section 6.2.5, a Participant may, in the manner determined
        by
        the Administrator, designate a beneficiary to exercise the rights of the
        Participant and to receive any distribution with respect to any Option upon
        the
        Participant’s death. If no beneficiary has been designated or survives the
        Participant, payment will be made to the Participant’s estate. Subject to the
        foregoing, a beneficiary designation may be changed or revoked by a Participant
        at any time, provided the change or revocation is filed with the Administrator.
        

      


      
        	 	
                6.2.7.

              	
                Exercise
                  After Certain Events.
                  

              


      

      


      
        	 	
                i.

              	
                Termination
                  of Employment -
                  Employee/Officer

              


      

      


      
        	 	
                (1)

              	
                Incentive
                  Stock Options.

              


      

      


      (a)   Termination
        of All Services.
        If for
        any reason other than retirement (as defined below), permanent and total
        Disability (as defined below) or death, a Participant Terminates employment
        with
        the Company (including employment as an Officer of the Company), vested
        Incentive Stock 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 or such lesser period specified in the Award Agreement (but in
        no
        event after the earlier of (i) the expiration date of the Incentive Stock
        Option
        as set forth in the Award Agreement, and (ii) ten (10) years from the Grant
        Date
        (five (5) years for a Ten Percent (10%) Stockholder)). 

      



      
        
          
          

        

        
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      (b)   Continuation
        of Services as Consultant/Advisor.
        If a
        Participant granted an Incentive Stock Option terminates employment but
        continues as a consultant, advisor or in a similar capacity to the Company,
        Participant need not exercise the Incentive Stock Option within three (3)
        months
        of Termination of employment but will be entitled to exercise within three
        (3)
        months of Termination of services to the Company (one (1) year in the event
        of
        permanent and total Disability or death) or such lesser period specified
        in the
        Award Agreement (but in no event after the earlier of (i) the expiration
        date of
        the Option as set forth in the Award Agreement, and (ii) ten (10) years from
        the
        Grant Date). However, if Participant does not exercise within three (3) months
        of Termination of employment, the Option will not qualify as an Incentive
        Stock
        Option. 

      


      
        	 	
                (2)

              	
                Non-Qualified
                  Stock Options.
                  

              


      

      


      (a)   Termination
        of All Services.
        If for
        any reason other than Retirement (as defined below), permanent and total
        Disability (as defined below) or death, a Participant terminates employment
        with
        the Company (including employment as an Officer of the Company), vested Options
        held at the date of such Termination may be exercised, in whole or in part,
        at
        any time within three (3) months of the date of such Termination or such
        lesser
        period specified in the Award Agreement (but in no event after the earlier
        of
        (i) the expiration date of the Option as set forth in the Award Agreement,
        and
        (ii) ten (10) years from the Grant Date).

      


      (b)   Continuation
        of Services as Consultant/Advisor.
        If a
        Participant Terminates employment but continues as a consultant, advisor
        or in a
        similar capacity to the Company Participant need not exercise the Option
        within
        three (3) months of Termination but will be entitled to exercise within three
        (3) months of Termination of services to the Company (one (1) year in the
        event
        of permanent and total Disability or death) or such lesser period specified
        in
        the Award Agreement (but in no event after the earlier of (i) the expiration
        date of the Option as set forth in the Award Agreement, and (ii) ten (10)
        years
        from the Grant Date).

      


      ii.    Retirement.
        If a
        Participant ceases to be an employee of the Company (including as an officer
        of
        the Company) as a result of Retirement, Participant need not exercise the
        Option
        within three (3) months of Termination of employment but will be entitled
        to
        exercise the Option within the maximum term of the Option to the extent the
        Option was otherwise exercisable at the date of Retirement. However, if a
        Participant does not exercise within three (3) months of Termination of
        employment, the Option will not qualify as an Incentive Stock Option if it
        otherwise so qualified. The term “Retirement” as used herein means such
        Termination of employment as will entitle the 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). 

      


      iii.   Permanent
        Disability and Death.
        If a
        Participant becomes permanently and totally Disabled while employed by the
        Company (including as an officer of the Company), or dies while employed
        by the
        Company (including as an Officer of the Company) or death occurs three (3)
        months thereafter, vested Options then held may be exercised by the Participant,
        the Participant’s personal representative, or by the person to whom the Option
        is transferred by will or the laws of descent and distribution, in whole
        or in
        part, at any time within one (1) year after the Termination of employment
        because of the Disability or death or any lesser period specified in the
        Award
        Agreement (but in no event after the earlier of (i) the expiration date of
        the
        Option as set forth in the Award Agreement, and (ii) ten (10) years from
        the
        Grant Date). 

      


      
        	 	
                6.3.

              	
                Limitations
                  on Grant of Incentive Stock Options.

              


      

       

      6.3.1.  
        Threshold.
        The
        aggregate Fair Market Value (determined as of the Grant Date) of the Shares
        for
        which Incentive Stock Options may first become exercisable by any Participant
        during any calendar year under this Plan, together with that of Shares subject
        to Incentive Stock Options first exercisable by such Participant under any
        other
        plan of the Company or any Subsidiary, will not exceed $100,000. For purposes
        of
        this Section, all Options in excess of the $100,000 threshold will be treated
        as
        Non-Qualified Stock Options notwithstanding the designation as Incentive
        Stock
        Options. For this purpose, Options will be taken into account in the order
        in
        which they were granted, and the Fair Market Value of the Shares will be
        determined as of the date the Option with respect to such Shares is
        granted.

       

       


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      6.3.2.  
        Compliance
        with Section 422 of the Code.
        There
        will be imposed in the Award Agreement relating to Incentive Stock Options
        such
        terms and conditions as are required in order that the Option be an "incentive
        stock option" as that term is defined in Section 422 of the Code.

       

      6.3.3.  
        Requirement
        of Employment.
        No
        Incentive Stock Option may be granted to any person who is not an Employee
        of
        the Company or a Subsidiary of the Company.

       

      
        	
                7.

              	
                RESTRICTED
                  STOCK AWARDS.
                  

              


      

      


      7.1.   Grant
        of Restricted Stock Awards.
        Subject
        to the terms and provisions of this Plan, the Administrator is authorized
        to
        make awards of Restricted Stock to any Eligible Person in such amounts and
        subject to such terms and conditions as may be selected by the Administrator
        (a
“Restricted Stock Award”). All Restricted Stock Awards will be evidenced by an
        Award Agreement. 

      


      7.2.   Issue
        Date and Vesting Date.
        At the
        time of the grant of shares of Restricted Stock, the Administrator will
        establish an Issue Date or Issue Dates and a Vesting Date or Vesting Dates
        with
        respect to such Shares. The Administrator may divide such shares of Restricted
        Stock into classes and assign a different Issue Date and/or Vesting Date
        for
        each class. If the Participant is employed by the Company on an Issue Date
        (which may be the date of grant), the specified number of shares of Restricted
        Stock will be issued in accordance with the provisions of Section 7.6. Provided
        that all conditions to the vesting of a share of Restricted Stock imposed
        hereto
        are satisfied, such share will vest and the restrictions will cease to apply
        to
        such share.

      


      7.3.   Conditions
        to Vesting.
        Restricted Stock will be subject to such restrictions on or conditions to
        vesting as the Administrator may impose (including, without limitation, as
        a
        condition to the vesting of any class or classes of shares of Restricted
        Stock,
        that the Participant or the Company achieves such performance goals as the
        Administrator may specify as provided for in this Plan, limitations on the
        right
        to vote Restricted Stock or the right to receive dividends on the Restricted
        Stock). These restrictions may lapse separately or in combination at such
        times,
        under such circumstances, in such installments, time-based, or upon the
        satisfaction of performance goals as provided for in this Plan, as the
        Administrator determines at the time of the grant of the Award or
        thereafter.

      


      7.4.   Voting
        and Dividends.
        Unless
        the Administrator in its sole and absolute discretion otherwise provides
        in an
        Award Agreement, holders of Restricted Stock will have the right to vote
        such
        Restricted Stock and the right to receive any dividends declared or paid
        with
        respect to such Restricted Stock. The Administrator may require that any
        dividends paid on shares of Restricted Stock will be held in escrow until
        all
        restrictions on such shares have lapsed and/or the Administrator may provide
        that any dividends paid on Restricted Stock must be reinvested in shares
        of
        Stock, which may or may not be subject to the same vesting conditions and
        restrictions applicable to such Restricted Stock. All distributions, if any,
        received by a Participant with respect to Restricted Stock as a result of
        any
        stock split, stock dividend, combination of shares, or other similar transaction
        will be subject to the restrictions applicable to the original Award.


      



      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      7.5.   Forfeiture.
        Except
        as otherwise determined by the Administrator at the time of the grant of
        the
        Award or thereafter, upon failure to affirmatively accept the grant of a
        Restricted Stock Award by execution of a Restricted Stock Award Agreement,
        termination of employment during the applicable restriction period, failure
        to
        satisfy the restriction period or failure to satisfy a performance goal during
        the applicable restriction period, Restricted Stock that is at that time
        subject
        to restrictions will immediately be forfeited and returned to the Company;
        provided,
        however,
        that
        the Administrator may provide in any Award Agreement that restrictions or
        forfeiture conditions relating to Restricted Stock will be waived in whole
        or in
        part in the event of terminations resulting from specified causes, and the
        Administrator may in other cases waive in whole or in part restrictions or
        forfeiture conditions relating to Restricted Stock. The Company also will
        have
        the right to require the return of all dividends paid on such shares, whether
        by
        termination of any escrow arrangement under which such dividends are held
        or
        otherwise.

      


      7.6.   Certificates
        for Restricted Stock.
        Restricted Stock granted under the Plan may be evidenced in such manner as
        the
        Administrator will determine. The Administrator may provide in an Award
        Agreement that either (i) the Secretary of the Company will hold such
        certificates for the Participant’s benefit pursuant to the provisions of this
        Plan until such time as the Restricted Stock is forfeited to the Company
        or the
        restrictions lapse) or (ii) such certificates will be delivered to the
        Participant, provided, however, that such certificates will bear a legend
        or
        legends that comply with the applicable securities laws and regulations and
        make
        appropriate reference to the restrictions imposed under this Plan and the
        Award
        Agreement.

      


      7.7.   Restrictions
        on Transfer Prior to Vesting.
        Unless
        otherwise provided, prior to the vesting of Restricted Stock, Restricted
        Stock
        Awards, granted under this Plan, and any rights and interests therein, including
        the Restricted Stock itself, will not be transferable or assignable by the
        Participant, and may not be made subject to execution, attachment or similar
        process, otherwise than by will or by the laws of descent and distribution
        or as
        consistent with the Award Agreement provisions relating thereto. Unless
        otherwise provided in this Plan, during the lifetime of the Participant,
        a
        Restricted Stock Award and any rights and interests therein, will be exercisable
        only by the Participant, and any election with respect thereto may be made
        only
        by the Participant. Any attempt to transfer a Restricted Stock Award or any
        rights and interests therein including the Restricted Stock itself, will
        be void
        and unless the Administrator determines in its sole and absolute discretion
        that
        the attempt was inadvertent or unintentional, such Award, including the
        Restricted Stock itself and any rights and interests therein, will be forfeited
        by the Participant. 

      


      7.8.   Consequences
        of Vesting.
        Upon
        the vesting of a share of Restricted Stock pursuant to the terms of the Plan
        and
        the applicable Award Agreement, the restrictions as provided by the
        Administrator will cease to apply to such share. Reasonably promptly after
        a
        share of Restricted Stock vests, the Company will cause to be delivered to
        the
        Participant to whom such shares were granted, a certificate evidencing such
        share, free of the legend referenced with respect to such restriction.
        Notwithstanding the foregoing, such share still may be subject to restrictions
        on transfer as a result of applicable securities laws or otherwise pursuant
        to
        this Plan.

      


      8.   UNRESTRICTED
        STOCK AWARDS.
        The
        Administrator may, in its sole discretion, award Unrestricted Stock to any
        Participant as a Stock Bonus or otherwise pursuant to which such Participant
        may
        receive shares of Stock free of restrictions or limitations that would otherwise
        be applied under Section 7 of this Plan. 

      


      
        	
                9.

              	
                STOCK
                  APPRECIATION RIGHTS.

              


      

       

      9.1.   Awards
        of SARs.
        A SAR
        is an award to receive a number of Shares (which may consist of Restricted
        Stock), or cash, or Shares and cash, as determined by the Administrator in
        accordance with this Plan. A SAR will be awarded pursuant to an Award Agreement
        that will be in such form (which need not be the same for each Participant)
        as
        the Administrator will from time to time approve, and will comply with and
        be
        subject to the terms and conditions of this Plan. A SAR may vary from
        Participant to Participant and between groups of Participants, and may be
        based
        upon performance objectives as provided for in this Plan. 

       


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      9.2.   Exercise
        Price.
        The
        exercise price per share of an SAR will be determined by the Administrator
        at
        the time of grant, but will in no event be less than the Fair Market Value
        of a
        share of Company Stock on the date of grant.

      


      9.3.   Term.
        The
        term of a SAR will be set forth in the Award Agreement as determined by the
        Administrator. 

       

      9.4.   Exercise.
        A
        Participant desiring to exercise a SAR will give written notice of such exercise
        to the Company no less than one nor more than ten business days in advance
        of
        the effective date of the proposed exercise. Such notice will specify the
        number
        of Shares with respect to which the SAR is being exercised, and the proposed
        effective date of the proposed exercise, which notice will state the proportion
        of Shares and cash that the Participant desires to receive pursuant to the
        SAR
        exercised, subject to the discretion of the Administrator, and will be signed
        by
        the Participant. Upon receipt of the notice from the Participant, subject
        to the
        Administrator’s election to pay cash as provided below, the Company will deliver
        to the person entitled thereto (i) a certificate or certificates for Shares
        and/or (ii) a cash payment, in accordance with Section 9.5. The later of
        the
        date the Company receives written notice of such exercise or the proposed
        effective date set forth in the written notice hereunder is referred to in
        this
        Section as the "exercise date." 

       

      9.5.   Number
        of Shares or Amount of Cash.
        Subject
        to the discretion of the Administrator to substitute cash for Shares, or
        some
        portion of the Shares for cash, the amount of Shares that may be issued pursuant
        to the exercise of a SAR will be determined by dividing: (i) the total number
        of
        Shares as to which the SAR is exercised, multiplied by the amount by which
        the
        Fair Market Value of the Shares on the exercise date exceeds the Fair Market
        Value of a Share on the date of grant of the SAR, by (ii) the Fair Market
        Value
        of a Share on the exercise date; provided, however, that fractional Shares
        will
        not be issued and in lieu thereof, a cash adjustment will be paid. In lieu
        of
        issuing Shares upon the exercise of a SAR, the Administrator in its sole
        discretion may elect to pay the cash equivalent of the Fair Market Value
        of the
        Shares on the exercise date for any or all of the Shares that would otherwise
        be
        issuable upon exercise of the SAR. 

       

      9.6.   Effect
        of Exercise.
        A
        partial exercise of an SAR will not affect the right to exercise the remaining
        SAR from time to time in accordance with this Plan and the applicable Award
        Agreement with respect to the remaining shares subject to the SAR. 

      


      9.7.   Forfeiture.
        Except
        as otherwise determined by the Administrator at the time of the grant of
        the
        Award or thereafter, upon failure to affirmatively accept the grant of a
        SAR by
        execution of an Award Agreement, or an event of forfeiture pursuant to the
        Award
        Agreement including failure to satisfy any restriction period or a performance
        objective, any SAR that has not vested prior to the date of termination will
        automatically expire, and all of the rights, title and interest of the
        Participant thereunder will be forfeited in their entirety; provided, however
        that the Administrator may provide in any Award Agreement that restrictions
        or
        forfeiture conditions relating to the SAR will be waived in whole or in part
        in
        the event of termination resulting from specified causes, and the Administrator
        may in other cases waive in whole or in part restrictions or forfeiture
        conditions relating to the SAR. 

       

      9.8.   Effect
        of Termination of Employment.
        Notwithstanding the foregoing, the provisions set forth in Section 6.2.7
        with
        respect to the exercise of Options following termination of employment will
        apply as well to such exercise of SARs.

      



      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      9.9.   Transferability.
        During
        the lifetime of a Participant each SAR granted to a Participant will be
        exercisable only by the Participant and no SAR will be assignable or
        transferable otherwise than by will or by the laws of descent and distribution.
        In no event may a SAR be transferred for consideration. Notwithstanding the
        foregoing, to the extent permissible, SARs may be transferred to a Participant's
        former spouse pursuant to a property settlement made part of an agreement
        or
        court order incident to the divorce.

      


      
        	
                10.

              	
                PAYMENT
                  FOR SHARE PURCHASES.

              


      

      


      10.1.   
        Payment.
        Payment
        for Shares purchased pursuant to this Plan may be made in cash (by check)
        or,
        where expressly approved for the Participant at the sole discretion of the
        Administrator and where permitted by law as follows: 

      


      10.1.1.
        Cancellation
        of Indebtedness.
        By
        cancellation of indebtedness of the Company to the Participant.

      


      10.1.2. Surrender
        of Shares.
        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.

      


      10.1.3. Deemed
        Net-Stock Exercise.
        By
        forfeiture of Shares equal to the value of the exercise price pursuant to
        a
“deemed net-stock exercise” by requiring the Participant to accept that number
        of Shares determined in accordance with the following formula, rounded down
        to
        the nearest whole integer:

       

      


      where:

      


      
        	
                a
                  =

              	
                net
                  Shares to be issued to Participant

              


      

      


      
        	
                b
                  =

              	
                number
                  of Awards being exercised

              


      

      


      
        	
                c
                  =
                  

              	
                Fair
                  Market Value of a Share

              


      

      


      
        	
                d
                  =

              	
                Exercise
                  price of the Awards

              


      

      


      10.1.4. Broker-Assisted.
        By
        delivering a properly executed exercise notice to the Company together with
        a
        copy of irrevocable 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.

      


      10.1.5. Combination
        of Methods.
        By any
        combination of the foregoing methods of payment or any other consideration
        or
        method of payment as will be permitted by applicable corporate law.

      


      
        	
                11.

              	
                WITHHOLDING
                  TAXES.

              


      

      



      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      11.1.   
        Withholding
        Generally.
        Whenever Shares are to be issued in satisfaction of Awards granted under
        this
        Plan or Shares are forfeited pursuant to a “deemed net-stock exercise,” the
        Company may require the Participant to remit to the Company an amount sufficient
        to satisfy federal, state and local taxes and FICA withholding requirements
        prior to the delivery of any certificate or certificates for such Shares.
        When,
        under applicable tax laws, a Participant incurs tax liability in connection
        with
        the exercise or vesting of any Award, the Company will have the authority
        and
        the right to deduct or withhold an amount sufficient to satisfy federal,
        state
        and local taxes and FICA withholding requirements, with respect to such
        transactions. Any such payment must be made promptly when the amount of such
        obligation becomes determinable.

      


      11.2.   
        Stock
        for Withholding.
        To the
        extent permissible under applicable tax, securities and other laws, the
        Administrator may, in its sole discretion and upon such terms and conditions
        as
        it may deem appropriate, permit a Participant to satisfy his or her obligation
        to pay any such withholding tax, in whole or in part, with 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 an Award, 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. A Participant who has made an election pursuant
        to this Section 11.2 may satisfy his or her withholding obligation only with
        shares of Stock that are not subject to any repurchase, forfeiture, unfulfilled
        vesting or other similar requirements. The shares of Stock so applied or
        delivered for the withholding obligation will be valued at their Fair Market
        Value as of the date of measurement of the amount of income subject to
        withholding.

      


      
        	
                12.

              	
                PROVISIONS
                  APPLICABLE TO AWARDS.
                  

              


      

      


      12.1.   
        Acceleration.
        The
        Administrator may, in its absolute discretion, without amendment to the Plan,
        (i) accelerate the date on which any Award granted under the Plan becomes
        exercisable, (ii) waive or amend the operation of Plan provisions respecting
        exercise after termination of service or otherwise adjust any of the terms
        of
        such Award and (iii) accelerate the Vesting Date, or waive any condition
        imposed
        hereunder, with respect to any share of Restricted Stock or otherwise adjust
        any
        of the terms applicable to such share. 

      


      12.2.   
        Compliance
        with Section 162(m) of the Code.
        Notwithstanding any provision of this Plan to the contrary, if the Administrator
        determines that compliance with Section 162(m) of the Code is required or
        desired, all Awards granted under this Plan to Named Executive Officers will
        comply with the requirements of Section 162(m) of the Code. In addition,
        in the
        event that changes are made to Section 162(m) of the Code to permit greater
        flexibility with respect to any Award or Awards under this Plan, the
        Administrator may make any adjustments it deems appropriate. 

      


      12.3.   
        Performance
        Goals.
        In
        order to preserve the deductibility of an Award under Section 162(m) of the
        Code, the Administrator may determine that any Award granted pursuant to
        this
        Plan to a Participant that is or is expected to become a Covered Employee
        will
        be determined solely on the basis of (a) the achievement by the Company or
        Subsidiary of a specified target return, or target growth in return, on equity
        or assets, (b) the Company’s stock price, (c) the Company’s total
        shareholder return (stock price appreciation plus reinvested dividends) relative
        to a defined comparison group or target over a specific performance period,
        (d) the achievement by the Company or a Parent or Subsidiary, or a business
        unit of any such entity, of a specified target, or target growth in, net
        income,
        earnings per share, earnings before income and taxes, and earnings before
        income, taxes, depreciation and amortization, or (e) any combination of the
        goals set forth in (a) through (d) above, and will be subject to any
        additional limitations set forth in Section 162(m) of the Code (including
        any
        amendment to Section 162(m) of the Code) or any regulations or rulings issued
        thereunder that are requirements for qualification as qualified
        performance-based compensation as described in Section 162(m)(4)(C) of the
        Code,
        and the Plan will be deemed amended to the extent deemed necessary by the
        Administrator to conform to such requirements. If an Award is made on such
        basis, the Administrator will establish goals prior to the beginning of the
        period for which such performance goal relates (or such later date as may
        be
        permitted under Section 162(m) of the Code or the regulations thereunder
        but not
        later than ninety (90) days after commencement of the period of services
        to
        which the performance goal relates), and the Administrator has the right
        for any
        reason to reduce (but not increase) the Award, notwithstanding the achievement
        of a specified goal. Any payment of an Award granted with performance goals
        will
        be conditioned on the written certification of the Administrator in each
        case
        that the performance goals and any other material conditions were satisfied.
        

       


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      In
        addition, to the extent that Section 409A is applicable, (i) performance-based
        compensation will also be contingent on the satisfaction of preestablished
        organizational or individual performance criteria relating to a performance
        period of at least twelve (12) consecutive months in which the Eligible
        Participant performs services and (ii) performance goals will be established
        not
        later than ninety (90) days after the beginning of any performance period
        to
        which the performance goal relates, provided that the outcome is substantially
        uncertain at the time the criteria are established.

      


      12.4.   
        Compliance
        with Section 409A of the Code.
        Notwithstanding any provision of this Plan to the contrary, if any provision
        of
        this Plan or an Award Agreement contravenes any regulations or Treasury guidance
        promulgated under Section 409A of the Code or could cause an Award to be
        subject
        to the interest and penalties under Section 409A of the Code, such provision
        of
        this Plan or any Award Agreement will be modified to maintain, to the maximum
        extent practicable, the original intent of the applicable provision without
        violating the provisions of Section 409A of the Code. In addition, in the
        event
        that changes are made to Section 409A of the Code to permit greater flexibility
        with respect to any Award under this Plan, the Administrator may make any
        adjustments it deems appropriate.

      


      12.5.   
        Section
        280G of the Code.
        Notwithstanding any other provision of this Plan to the contrary, unless
        expressly provided otherwise in the Award Agreement, if the right to receive
        or
        benefit from an Award under this Plan, either alone or together with payments
        that a Participant has a right to receive from the Company, would constitute
        a
        "parachute payment" (as defined in Section 280G of the Code), all such payments
        will be reduced to the largest amount that will result in no portion being
        subject to the excise tax imposed by Section 4999 of the Code. 

      


      12.6.   
        Cancellation
        of Awards.
        In the
        event a Participant’s Continuous Services has been terminated for “Cause”, he or
        she will immediately forfeit all rights to any and all Awards outstanding.
        The
        determination by the Board that termination was for Cause will be final and
        conclusive. In making its determination, the Board will give the Participant
        an
        opportunity to appear and be heard at a hearing before the full Board and
        present evidence on the Participant's behalf. Should any provision to this
        Section be held to be invalid or illegal, such illegality will not invalidate
        the whole of this Section, but rather this Plan will be construed as if it
        did
        not contain the illegal part or narrowed to permit its enforcement, and the
        rights and obligations of the parties will be construed and enforced
        accordingly. 

      


      13.  
          PRIVILEGES
        OF STOCK OWNERSHIP.
        No
        Participant will have any of the rights of a stockholder with respect to
        any
        Shares until the Shares are issued to the Participant. After Shares are issued
        to the Participant, the Participant will be a stockholder and have all the
        rights of a stockholder with respect to such Shares, including the right
        to vote
        and receive all dividends or other distributions made or paid with respect
        to
        such Shares; provided, that if such Shares are Restricted Stock, then any
        new,
        additional or different securities the Participant may become entitled to
        receive with respect to such Shares by virtue of a stock dividend, stock
        split
        or any other change in the corporate or capital structure of the Company
        will be
        subject to the same restrictions as the Restricted Stock. The Company will
        issue
        (or cause to be issued) such stock certificate promptly upon exercise of
        the
        Award. 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.

      



      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      14. 
          RESTRICTION
        ON SHARES.
        At the
        discretion of the Administrator, the Company may reserve to itself and/or
        its
        assignee(s) in the Award Agreement that the Participant not dispose of the
        Shares for a specified period of time, or that the Shares are subject to
        a right
        of first refusal or a right to repurchase at the Shares Fair Market Value
        at the
        time of sale. The terms and conditions of any such rights or other restrictions
        will be set forth in the Award Agreement evidencing the Award. 

      


      15.    CERTIFICATES.
        All
        certificates for Shares or other securities delivered under this Plan 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.

      


      16.    ESCROW,
        PLEDGE OF SHARES.
        To
        enforce any restrictions on a Participant’s Shares, the Administrator may
        require the Participant to deposit all certificates representing Shares,
        together with stock powers or other instruments of transfer approved by the
        Administrator, appropriately endorsed in blank, with the Company or an agent
        designated by the Company to hold in escrow until such restrictions have
        lapsed
        or terminated, and the Administrator may cause a legend or legends referencing
        such restrictions to be placed on the certificates. In connection with any
        pledge of the Shares, the Participant will be required to execute and deliver
        a
        written pledge agreement in such form, as the Administrator will from time
        to
        time approve. 

      


      
        	
                17.

              	
                SECURITIES
                  LAW AND OTHER REGULATORY COMPLIANCE.
                  

              


      

      


      17.1.  
         Compliance
        With Applicable Laws.
        An
        Award will not be effective unless such Award is in compliance with all
        applicable federal and state securities laws, rules and regulations of any
        governmental body, and the requirements of any stock exchange or automated
        quotation system upon which the Shares may then be listed or quoted, as they
        are
        in effect on the Grant Date and also on the date of exercise or other issuance.
        Notwithstanding any other provision in this Plan, the Company will have no
        obligation to issue or deliver certificates for Shares under this Plan prior
        to
        (i) obtaining any approvals from governmental agencies that the Company
        determines are necessary or advisable; and/or (ii) completion of any
        registration or other qualification of such Shares under any state or federal
        laws or rulings of any governmental body that the Company determines to be
        necessary or advisable. 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 an Award,
        a
        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 pursuant to an
        Award
        will bear any legend required by, or useful for purposes of compliance with,
        applicable securities laws, this Plan or the Award Agreement.

      


      17.2.   
        Rule
        16b-3 Exemption.
        During
        any time when the Company has a class of equity security registered under
        Section 12 of the Exchange Act, it is the intent of the Company that Awards
        pursuant to the Plan and the exercise of Awards granted hereunder will qualify
        for the exemption provided by Rule 16b-3 under the Exchange Act. To the
        extent that any provision of the Plan or action by the Board or the
        Administrator does not comply with the requirements of Rule 16b-3, it will
        be deemed inoperative to the extent permitted by law and deemed advisable
        by the
        Board or the Administrator, and will not affect the validity of the Plan.
        In the
        event that Rule 16b-3 is revised or replaced, the Board or the
        Administrator may exercise its discretion to modify this Plan in any respect
        necessary to satisfy the requirements of, or to take advantage of any features
        of, the revised exemption or its replacement. 

      



      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


      18.    NO
        OBLIGATION TO EMPLOY.
        Nothing
        in this Plan or any Award granted under this Plan 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 to limit in any way the right
        of the
        Company to terminate such Participant’s employment or other relationship at any
        time, with or without cause. 

      


      19.    ADJUSTMENT
        FOR CHANGES IN CAPITALIZATION.
        The
        existence of outstanding Awards will not affect the Company’s right to effect
        adjustments, recapitalizations, reorganizations or other changes in its or
        any
        other corporation’s capital structure or business, any merger or consolidation,
        any issuance of bonds, debentures, preferred or prior preference stock ahead
        of
        or affecting the Stock, the dissolution or liquidation of the Company’s or any
        other corporation’s assets or business or any other corporate act whether
        similar to the events described above or otherwise. 

      


      
        	
                20.

              	
                DISSOLUTION,
                  LIQUIDATION, MERGER.
                  

              


      

      


      20.1.  
         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 each outstanding Award upon payment in cash
        or
        stock, or combination thereof, as determined by the Board, to the Participant
        of
        the amount by which any cash and the fair market value of any other property
        which the Participant would have received as consideration for the Shares
        covered by the Award if the Award had been exercised before such liquidation,
        dissolution, merger, consolidation, combination, reorganization or sale exceeds
        the Exercise Price of the Award or negotiate to have such 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, or a sale or transfer of all or substantially all of the Company’s
        assets, the Administrator, in its absolute discretion, may accelerate the
        time
        within which each outstanding Award may be exercised, provided however, that
        the
        Change of Control in Section 21 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. 

      


      20.2.  
         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 Awards may be exercised, and the exercise price at which outstanding
        Awards may be exercised. The Board will determine, in its sole and absolute
        discretion, when the Company will be deemed to survive for purposes of this
        Plan.

      


      21.    CHANGE
        OF CONTROL.
        The
        Administrator will have the authority, in its absolute discretion exercisable
        either in advance of any actual or anticipated “change of control” in the
        Company, to fully vest all outstanding Awards. A “change of control” will mean
        an event involving one transaction or a related series of transactions, in
        which
        (i) the Company issues securities equal to 50% or more of the Company’s issued
        and outstanding voting securities, determined as a single class, to any
        individual, firm, partnership, limited liability company, or other entity,
        including a “group” within the meaning of Exchange Act Rule 13d-3, (ii) the
        Company issues voting securities equal to 50% or more of the issued and
        outstanding voting stock of the Company in connection with a merger,
        consolidation other business combination, (iii) the Company is acquired in
        a
        merger, consolidation, combination or reorganization in which the Company
        is not
        the surviving company, or (iv) all or substantially all of the Company’s assets
        are sold or transferred. 

      



      
        
          
          

        

        
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      22.    DEFERRAL
        OF AWARDS.
        The
        Administrator may permit or require the deferral of payment or settlement
        of any
        Stock Award subject to such rules and procedures as it may establish. Payment
        or
        settlement of Options or SARs may not be deferred unless such deferral would
        not
        cause the provisions of Section 409A of the Code to be violated.

      


      23.    NOTIFICATION
        OF ELECTION UNDER SECTION 83(b) OF THE CODE.
        If any
        Participant will, in connection with the acquisition of shares of Company
        Stock
        under the Plan, make the election permitted under Section 83(b) of the Code
        (i.e., an election to include in gross income in the year of transfer the
        amounts specified in Section 83(b)), such Participant will notify the Company
        of
        such election within ten (10) days of filing notice of the election with
        the
        Internal Revenue Service, in addition to any filing and notification required
        pursuant to regulations issued under the authority of Code Section
        83(b).

      


      24.    TERMINATION;
        AMENDMENT.
        The
        Board may amend, suspend or terminate this Plan at any time and for any reason;
        provided, however, that shareholder approval will be required for the following
        types of amendments to this Plan: (i) any increase in Maximum Number of Common
        Stock issuable under the Plan except for a proportional increase in the Maximum
        Number as a result of stock split or stock dividend or (ii) a change in the
        class of Employees entitled to be granted Incentive Stock Options. Further,
        the
        Board may, in its discretion, determine that any amendment should be effective
        only if approved by the Stockholders even if such approval is not expressly
        required by this Plan or by law. No Awards will be made after the termination
        of
        the Plan. At any time and from time to time, the Administrator may amend
        or
        modify any outstanding Award or Award Agreement without approval of the
        Participant; provided,
        however,
        that no
        amendment or modification of any Award will adversely affect any outstanding
        Award without the written consent of the Participant; provided
        further, however,
        that
        the original term of any Award may not be extended unless it would not cause
        the
        provisions of Section 409A to be violated. No
        termination, amendment, or modification of the Plan will adversely affect
        any
        Award previously granted under the Plan, without the written consent of the
        Participant. Notwithstanding any provision herein to the contrary, the
        Administrator will have broad authority to amend this Plan or any outstanding
        Award under this Plan without approval of the Participant to the extent
        necessary or desirable (i) to comply with, or take into account changes in,
        applicable tax laws, securities laws, accounting rules and other applicable
        laws, rules and regulations, or (ii) to ensure that an Award is not subject
        to
        interest and penalties under Section 409A of the Code or the excise tax imposed
        by Section 4999 of the Code.

      


      25.    TRANSFERS
        UPON DEATH; NONASSIGNABILITY.
        Upon
        the death of a Participant outstanding Awards granted to such Participant
        including Options, Stock and SARs may be transferred and exercised only by
        the
        executor or administrator of the Participant's estate or by a person who
        will
        have acquired the right to such exercise by will or by the laws of descent
        and
        distribution in accordance with and as provided for in this Plan. No transfer
        of
        an Award by will or the laws of descent and distribution will be effective
        to
        bind the Company unless the Company will have been furnished with (a) written
        notice thereof and with a copy of the will and/or such evidence as the
        Administrator may deem necessary to establish the validity of the transfer
        and
        (b) an agreement by the transferee to comply with all the terms and conditions
        of the Award that are or would have been applicable to the Participant and
        to be
        bound by the acknowledgments made by the Participant in connection with the
        grant of the Award. Except as otherwise provided, no Award or interest in
        it may
        be transferred, assigned, pledged or hypothecated by the Participant, whether
        by
        operation of law or otherwise, or be made subject to execution, attachment
        or
        similar process.

      



      
        
          
          

        

        
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      26.    FAILURE
        TO COMPLY.
        In
        addition to the remedies of the Company elsewhere provided for herein, failure
        by a Participant (or beneficiary) to comply with any of the terms and conditions
        of the Plan or the applicable Award Agreement, unless such failure is remedied
        by such Participant (or beneficiary) within ten days after notice of such
        failure by the Administrator, will be grounds for the cancellation and
        forfeiture of such Award, in whole or in part, as the Administrator, in its
        sole
        discretion, may determine.

      


      27.    GOVERNING
        LAW.
        Except
        to the extent preempted by any applicable federal law, this Plan and the
        rights
        of all persons under this Plan will be construed in accordance with and under
        applicable provisions of the laws of the State of Nevada, without reference
        to
        the principles of conflicts of laws thereunder. 

      


      28.    MISCELLANEOUS.
        Except
        as specifically provided in a retirement or other benefit plan of the company
        or
        a related entity, Awards will not be deemed compensation for purposes of
        computing benefits or contributions under any retirement plan of the company
        or
        a related entity, and will not affect any benefits under any other benefit
        plan
        of any kind or any benefit plan subsequently instituted under which the
        availability or amount of benefits is related to level of compensation. This
        Plan is not a “retirement plan” or “welfare plan” under the Employee Retirement
        Income Security Act of 1974, as amended.

       

      29.    DEFINITIONS.
        As used
        in this Plan, the following terms will have the following meanings:

      


      “Administrator”
        means the Committee appointed by the Board to administer this Plan or if
        there
        is no such Committee, the Board itself.

      


      “Award”
        means, individually and collectively, any award under this Plan, including
        any
        Option, Restricted Stock Award, Unrestricted Stock Award or SAR.

      


      “Award
        Agreement” means, with respect to each Award, the signed written agreement
        between the Company and the Participant setting forth the terms and conditions
        of the Award.

      


      “Board”
        means the Board of Directors of the Company.

      


      “Cause”
        will mean, termination of employment of a Participant for cause under the
        Company's generally applicable policies and procedures or, in the case of
        a
        non-employee director of the Company, for circumstances which would constitute
        cause if such policies and procedures were applicable.

      


      “Code”
        means the Internal Revenue Code of 1986, as amended.

      


      “Committee”
        means the Committee appointed by the Board to administer this Plan.

      


      “Company”
        means Solar Power, Inc., a Nevada corporation, or any successor corporation,
        and
        its Subsidiary as the context so warrants.

      


      “Continuous
        Service” means that the provision of services to the Company or a Subsidiary in
        any capacity of employee, director or consultant that is not interrupted
        or
        terminated. Continuous Service will not be considered interrupted in the
        case of
        (i) any approved leave of absence, (ii) transfers between locations of the
        Company or among the Company, any Subsidiary, or any successor, in any capacity
        of employee, director or consultant, or (iii) any change in status as long
        as
        the individual remains in the service of the Company or a Subsidiary in any
        capacity of employee, director or consultant (except as otherwise provided
        in
        the Award Agreement). An approved leave of absence will include sick leave,
        maternity or paternity leave, military leave, or any other authorized personal
        leave as determined by the Administrator. For purposes of incentive stock
        options, no such leave may exceed ninety (90) days, unless reemployment upon
        expiration of such leave is guaranteed by statute or contract.

      



      
        
          
          

        

        
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      “Covered
        Employee” means a covered employee as defined in Section 162(m)(3) of the Code,
        provided that no employee will be a Covered Employee until the deduction
        limitations of Section 162(m) of the Code are applicable to the Company and
        any
        reliance period under Treasury Regulation Section 1.162-27(f) has
        expired.

      


      “Disability”
        or “Disabled” means a disability covered under a long-term disability plan of
        the Company applicable to a Participant. The Committee may require such medical
        or other evidence as it deems necessary to judge the nature and permanency
        of
        the Participant’s condition. Notwithstanding the above, (i) with respect to an
        Incentive Stock Option, “Disability” or “Disabled” will mean permanent and total
        disability as defined in Section 22(e)(3) of the Code and (ii) to the extent
        an
        Option is subject to Section 409A of the Code, and payment or settlement
        of the
        Option is to be accelerated solely as a result of the Eligible Participant's
        Disability, Disability will have the meaning ascribed thereto under Section
        409A
        of the Code and the Treasury guidance promulgated thereunder.

      


      “Effective
        Date” has the meaning set forth in Section 2.

      


      “Eligible
        Person” means any director, officer or employee of the Company or other person
        who, in the opinion of the Committee, is rendering valuable services to the
        Company, including without limitation, an independent contractor, outside
        consultant, or advisor to the Company.

      


      “Employee”
        means any and all employees of the Company or a Subsidiary. 

      


      “Exchange
        Act” means the Securities Exchange Act of 1934, as amended from time to time and
        any successor statute.

      


      “Exercise
        Agreement” has the meaning set forth in Section 6.2.4. 

      


      “Exercise
        Price” means the price at which a holder of an Option may purchase the Shares
        issuable upon exercise of the Option. 

      


      “Fair
        Market Value” means the fair market value of the Stock at the date of grant as
        determined in good faith by the Administrator. By way of illustration, but
        not
        limitation, for this purpose, good faith will be met if the Administrator
        employs the following methods:

      


      (i)    Listed
        Stock.
        If the
        Stock is traded on any established stock exchange or quoted on a national
        market
        system, fair market value will be the closing sales price for the Stock as
        quoted on that stock exchange or system for the date the value is to be
        determined (the “Value Date”). If no sales are reported as having occurred on
        the Value Date, fair market value will be that closing sales price for the
        last
        preceding trading day on which sales of Stock is reported as having occurred.
        If
        no sales are reported as having occurred during the five (5) trading days
        before
        the Value Date, fair market value will be the closing bid for Stock on the
        Value
        Date. If Stock is listed on multiple exchanges or systems, fair market value
        will be based on sales or bids on the primary exchange or system on which
        Stock
        is traded or quoted.

      


      (ii)   Stock
        Quoted by Securities Dealer.
        If
        Stock is regularly quoted by a recognized securities dealer but selling prices
        are not reported on any established stock exchange or quoted on a national
        market system, fair market value will be the mean between the high bid and
        low
        asked prices on the Value Date. If no prices are quoted for the Value Date,
        fair
        market value will be the mean between the high bid and low asked prices on
        the
        last preceding trading day on which any bid and asked prices were
        quoted.

      



      
        
          
          

        

        
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      (iii)  
          No
        Established Market.
        If
        Stock is not traded on any established stock exchange or quoted on a national
        market system and are not quoted by a recognized securities dealer, the
        Administrator will determine fair market value in good faith. The Administrator
        will consider the following factors, and any others it considers significant,
        in
        determining fair market value: (X) the price at which other securities of
        the Company have been issued to purchasers other than employees, directors,
        or
        consultants, (Y) the Company’s net worth, prospective earning power,
        dividend-paying capacity, and non-operating assets, if any, and (Z) any
        other relevant factors, including the economic outlook for the Company and
        the
        Company’s industry, the Company’s position in that industry, the Company’s
        goodwill and other intellectual property, and the values of securities of
        other
        businesses in the same industry.

      


      (iv)  
          Additional
        Valuation.
        Methods
        for Publicly Traded Companies. Any valuation method permitted under Section
        20.2031-2 of the Estate Tax Regulations.

      


      (v)   Non-Publicly
        Traded Stock.
        For
        non-publicly traded stock, the fair market value of the Stock at the Grant
        Date
        based on an average of the fair market values as of such date set forth in
        the
        opinions of completely independent and well-qualified experts (the Participant’s
        status as a majority or minority shareholder may be taken into consideration).
        

      


      Regardless
        of whether the Stock offered under the Award is publicly traded, a good faith
        attempt for this purpose will not be met unless the fair market value of
        the
        Stock on the Grant Date is determined with regard to nonlapse restrictions
        (as
        defined in Section 1.83-3(h) of the Treasury Regulations) and without regard
        to
        lapse restrictions (as defined in Section 1.83-3(i) of the Treasury
        Regulations).

      


      “Incentive
        Stock Option” means an Option within the meaning of Section 422 of the
        Code.

      


      “Issue
        Date” will mean the date established by the Administrator on which Certificates
        representing shares of Restricted Stock will be issued by the Company pursuant
        to the terms of this Plan. 

      


      “Named
        Executive Officer” means, if applicable, a Participant who, as of the date of
        vesting and/or payout of an Award is one of the group of “covered employees,” as
        defined in the regulations promulgated under Section 162(m) of the Code,
        or any
        successor statute.

       

      “Non-Qualified
        Stock Option” means an Option which is not an Incentive Stock
        Option.

       

      “Officer”
        means an officer of the Company and an officer who is subject to Section
        16 of
        the Exchange Act.

      


      “Option”
        means an award of an option to purchase Shares pursuant to Section
        6.

      


      “Optionee”
        means the holder of an Option.

      


      “Participant”
        means a person who receives an Award under this Plan.

      


      “Plan”
        means this Solar Power, Inc. 2006 Equity Incentive Plan, as amended from
        time to
        time.

      


      “Restricted
        Stock Award” means an award of Shares pursuant to Section 7.

      



      
        
          
          

        

        
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      “Rule
        16b-3” means Rule 16b-3 under Section 16(b) of the Exchange Act, as amended from
        time to time, and any successor rule.

      


      “SAR”
        means a stock appreciation right entitling the Participant Shares or cash
        compensation, as established by the Administrator, measured by appreciation
        in
        the value of shares of Stock of the Company as provided for in Section
        9.

      


      “SEC”
        means the Securities and Exchange Commission.

      


      “Securities
        Act” means the Securities Act of 1933, as amended from time to
        time.

      


      “Shares”
        means shares of the Company’s Stock reserved for issuance under this Plan, as
        adjusted pursuant to this Plan, and any successor security.

      


      “Stock”
        means the Common Stock, $.0001 par value, of the Company, and any successor
        entity.

      


      “Stock
        Award” means an Award of Restricted Stock or Unrestricted Stock.

      


      “Subsidiary”
        means any corporation in an unbroken chain of corporations beginning with
        the
        Company if, at the time of granting of an Award, each of the corporations
        other
        than the last corporation in the unbroken chain owns stock possessing fifty
        percent (50%) or more of the total combined voting power of all classes of
        stock
        in one of the other corporations in such chain.

      


      “Ten
        Percent Stockholder” has the meaning set forth in Section 6.2.2.

      


      “Termination”
        or “Terminated” means, for purposes of this Plan with respect to a Participant,
        that the Participant has for any reason ceased to provide services as an
        employee, officer, director, consultant, independent contractor or advisor
        of
        the Company. An employee will not be deemed to have ceased to provide services
        in the case of (i) sick leave, (ii) military leave, or (iii) any other leave
        of
        absence approved by the Administrator; provided, that such leave is for a
        period
        of not exceeding three (3) months, or if longer, so long as reemployment
        with
        the Company granting the option or the corporation assuming or substituting
        an
        option under Section 1.424-1(a) upon the expiration of such leave is guaranteed
        by contract or statute.

      


      “Unrestricted
        Stock Award” means an award of Shares pursuant to Section 8.

      


      "Vesting
        Date" will mean the date established by the Administrator on which a Share
        of
        Restricted Stock may vest.

      
 

       

       

       

       

       

       

      20