Exhibit 10.29 -


    
      

      

    

    
       

      Exhibit
        10.29

      


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

      


      SOLAR
        POWER, INC.

      ________________,
        200__

      


      [NAME
        OF
        PARTICIPANT]

      [Address
        of Participant]

      


      Dear
        Participant:

      


      Pursuant
        to the terms and conditions of the Solar Power, Inc. 2006 Equity Incentive
        Plan (the
        “Plan”), you have been granted a Restricted
        Stock Award of
         _________________ shares
        of
        common stock (the “Award”) as outlined below.

      


      
        	
                Granted
                  To:

              	
                _____________________

              
	 	 
	
                Grant
                  Date:

              	
                _____________________

              
	 	 
	
                Restricted
                  Stock Granted:

              	
                _____________________

              
	 	 
	
                Expiration
                  Date:

              	
                _____________________

              
	 	 
	
                Conditions
                  to Vesting:

              	
                ________________________________________________

              
	 	
                ________________________________________________

              
	 	 
	
                Market
                  Value at Grant Date:

              	
                _______________

              
	 	 
	 	 
	
                Vesting
                  Schedule:

              	
                ____%
                  per year for __ years

              
	
                (if
                  applicable)

              	 
	 	
                ___%
                  on
                  __________

              
	 	
                ___%
                  on
                  __________

              
	 	
                ___%
                  on
                  __________

              
	 	
                ___%
                  on
                  __________

              


      

      


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

      


      SOLAR
        POWER, INC. PARTICIPANT

      


      


      
        	
                By:

              	
                ____________________________(signature)

              	
                ___________________________
                  (signature)

              
	 	
                _______________________________(title)

              	 
	
                Date:
                  ___________

              	
                Date:
                  _____________

              


      

      


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


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      Term
        And Conditions Of

      Restricted
        Stock Award Agreement

      


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

      


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

      


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

      


      3.   Issue
        Date, Vesting Date and Consequences of Vesting.
        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 5 below. 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.

      


      4.   Forfeiture.
        Except
        as otherwise determined by the Administrator at the time of the grant of
        this
        Award or thereafter, upon failure to affirmatively accept the grant of this
        Restricted Stock Award by execution of this 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;
        except as otherwise mutually agreed upon in writing by the Administrator
        and the
        Participant. The Company has 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.

      


      5.   Certificates
        of Restricted Stock.
        The
        Secretary of the Company will hold such certificate evidencing this Award
        of
        restricted stock for the Participant’s benefit pursuant to the provisions of the
        Plan until such time as the Restricted Stock is forfeited to the Company
        or the
        restrictions lapse. Such certificate will bear a legend or legends that comply
        with the applicable securities laws and regulations and make appropriate
        reference to the restrictions imposed by this Award Agreement. 

      


      6.   Voting
        and Dividends.
        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 the 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. 

      


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

      


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

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      8.   Restrictions
        on Transfer Prior to Vesting.
        Unless
        otherwise provided, prior to the vesting of Restricted Stock, Restricted
        Stock
        Awards, granted under this Agreement, 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.
        Unless otherwise provided in the Plan, during the lifetime of the Participant,
        this Restricted Stock Award and any rights and interests herein, will be
        exercisable only by the Participant, and any election with respect hereto
        may be
        made only by the Participant. Any attempt to transfer this Restricted Stock
        Award or any rights and interests herein including the Restricted Stock itself,
        will be void 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.

      


      9.   Dissolution,
        Liquidation, Merger: 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) (a “Dissolution Event”), the
        Administrator, in its absolute discretion, will make a determination as to
        whether the unvested portions of this Award will (i) accelerate and vest
        at a
        time prior to the Dissolution Event; (ii) be substituted or assumed by the
        surviving entity with such Award being subject to the same restrictions,
        terms
        and conditions; or (iii) lapse subject to the forfeiture provisions of section
        4
        above. 

      


      10. 
          No
        Obligation To Employ.
        Nothing
        in the Plan or this Award will confer or be deemed to confer on any Participant
        any right to continue in the employ of, or to continue any other relationship
        with, the Company or a Subsidiary, or to limit in any way the right of the
        Company or a Subsidiary, to terminate Participant's employment or other
        relationship at any time, with or without cause. 

      


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

      


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

      


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

      


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

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      15.    Arbitration.
        

      


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

      


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

      


      16.    Tax
        Effect.
        The
        federal and state tax consequences of restricted stock awards are complex
        and
        subject to change. Each person should consult with his or her tax advisor
        before
        accepting this Award or disposing of any Shares acquired upon the grant of
        this
        Award.

      


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

      


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

      


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

      


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