Exhibit
10.56


 


OPTION
AGREEMENT UNDER THE


FIRST
WIND HOLDINGS INC. 2010 LONG TERM INCENTIVE PLAN


 


OPTION AGREEMENT (this “Agreement”)
granted effective as of [ ], 2010, by First Wind Holdings Inc., a corporation
organized under the laws of the State of Delaware (the “Company”), to
                                           
(the “Grantee”), who has been designated as a Grantee under and in
accordance with the terms of the First Wind Holdings Inc. 2010 Long Term
Incentive Plan (such plan, as it may be amended from time to time, to be
referenced as the “Plan”).


 


Number of Shares:
                              



 


Option Exercise Price:
                              



 


Exercise Schedule:


 


	
  Date Exercisable

  	
   

  	
  Aggregate Number of Shares Exercisable

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


SECTION 1.                                Stock
Option Grant.


 


Subject to the terms and
conditions hereinafter set forth, First Wind Holdings Inc. (the “Company”)
has granted the Grantee stock options (the “Options”) to purchase the
number of shares Class A Common Stock, $0.001 par value per share, of the
Company (the “Stock”), set forth above. The option exercise price of
each such Option is set forth above (the “Option Price”). The Options
are subject to all the terms and provisions of the First Wind Holdings Inc.
2010 Long Term Incentive Plan (such plan, as it may be amended from time to
time, to be referenced as the “Plan”), including any rules and
regulations established under the Plan. If there is any inconsistency between
this Agreement and the terms of the Plan, the terms of the Plan shall govern.
Capitalized terms not otherwise defined herein shall have the meanings set
forth for such terms in the Plan. The Options are not intended to be incentive
stock options under the Code.


 


SECTION 2.                                When
Option Is Exercisable.


 


Subject to the provisions of
Sections 4 below, the Options shall vest and become exercisable in accordance
with the exercise schedule set forth above; provided that in no


 

















 


event shall the Options be
exercisable in whole or in part ten (10) years from the date hereof (the “Option
Term”). In addition, in the event of a Change in Control of the Company,
unless the acquiring entity agrees to honor or assume the Options on the terms
and conditions required under the Plan, the Options shall become exercisable in
accordance with the terms of the Plan. Once vested in accordance with the
provisions of this Agreement, the Options may be exercised, in whole or in
part, at any time and from time to time prior to the date such Options
terminate as provided in this Agreement.


 


SECTION 3.                                Exercise.


 


Subject to the provisions of
Section 4, vested Options may be exercised in whole or in part at any time
during the Option Term, by giving written notice of exercise to the Company
specifying the number of shares of Stock as to which the Option is being
exercised. Without limiting the generality of the foregoing, payment of the
Option Price with respect any portion of any Option being exercised may be
made: (i) in cash or its equivalent; (ii) by exchanging
shares of Stock owned by the Grantee (which are not the subject of any pledge
or other security interest); (iii) through an arrangement with a
broker approved by the Company whereby payment of the exercise price is
accomplished with the proceeds of the sale of Stock; or (iv) by any
combination of the foregoing, provided that the combined value of all cash and
cash equivalents paid and the Fair Market Value of any such Stock so tendered
to the Company, valued as of the time of such tender, is at least equal to such
Option Price multiplied by the number of shares of Stock for which the Option
is being exercised. In addition, the Committee may permit any Option to be
exercised without payment of the purchase price, in which case the Company’s
sole obligation shall be to issue to the Grantee the same number of shares of
Stock as would have been issued had such Option been Stock Appreciation Rights
in respect of an identical number of shares of Stock. A Grantee shall not have
any rights to dividends or other rights of a shareholder with respect to shares
subject to the Option until the Grantee has exercised such Option by paying for
the shares being exercised (or the Company has elected to net settle such
Option) in accordance with this Section 3.


 


SECTION 4.                                Termination
of Options.


 


(a)                                  General
Rule. Except as otherwise provided in this Section 4,
if (i) the Grantee ceases to provide services to the Company or one
of its Subsidiaries; (ii) the Grantee becomes an employee of an
entity that does not qualify as a Subsidiary under the Plan; or (iii) the
Grantee takes a leave of absence without reinstatement rights, unless otherwise
agreed in writing between the Company or one of its Subsidiaries and the
Grantee, any unvested Options shall thereupon terminate and any vested Options
may thereafter be exercised, to the extent they were exercisable at the time of
termination, solely (i) for a period of ninety (90) days from the date of
such termination of service or (ii) until the expiration of the Option
Term, whichever period is shorter.


 


2

















 


(b)                                 Death. If the
Grantee’s service with the Company (or any Subsidiary) terminates by reason of
death, the vesting of the Options shall be accelerated and the Options shall
remain exercisable until (i) the eighteenth (18th) month anniversary of the
Grantee’s death or (ii) the expiration of the Option Term,
whichever is earlier.


 


(c)                                  Disability. If the
Grantee’s service with the Company (or any Subsidiary) terminates by reason of
Disability, the Options shall continue to vest in accordance with their terms
and any vested Options may be exercised, in each case, until (i) the
eighteenth (18th) month
anniversary of the Grantee’s termination of service or (ii) the
expiration of the Option Term, whichever is earlier; provided, however,
that if the Grantee dies after such termination due to Disability and during
the period specified in this Section 4(c), the vesting of the Options
shall be accelerated and the Options shall remain exercisable until the later
of (x) the date otherwise determined under this Section 4(c) or
(y) the first anniversary of the date of the Grantee’s death.


 


(d)                                 Normal
or Early Retirement. If the Grantee’s
service with the Company (or any Subsidiary) terminates by reason of Normal or
Early Retirement, the Options shall continue to vest in accordance with their
terms and any vested Options may be exercised, in each case, until (i) eighteen
(18) moths following the Grantee’s termination of service or (ii) the
expiration of the Option Term, whichever is earlier; provided, however,
that in the event the Grantee’s service terminates by reason of Early or Normal
Retirement during the period specified in this Section 4(d) and the
Grantee violates his obligations under Section 7(a) hereof, the
Company reserves the right, upon notice to the Grantee, to declare that the
Options shall be forfeited and of no further validity; and provided, further,
that if the Grantee dies after Retirement and during the period specified in
this Section 4(d), the vesting of the Options shall be accelerated and
Options shall remain exercisable until the later of (x) the date
otherwise determined under this Section 4(d) or (y) the
first anniversary of the date of the Grantee’s death;


 


(e)                                  Cause.
If the Grantee’s service with the Company and each Subsidiary to which
the Grantee provides services is involuntarily terminated by the Company and
each such Subsidiary for Cause, all of the Grantee’s Options, whether or not
then vested and exercisable, shall terminate upon the Grantee’s termination of employment.


 


SECTION 5.                                Adjustments
in Common Stock.


 


In the event of a merger,
reorganization, consolidation, recapitalization, stock dividend, stock split,
extraordinary cash dividend, other change in corporate structure affecting the
Stock, or other event or transaction of a similar nature that results in a
material change in the value of the Stock, appropriate adjustments may be made
by the Committee in the number of shares, class or classes of securities and
the Option Price applicable in respect to the Options subject to this
Agreement.


 


3

















 


SECTION 6.                                Non-Transferability
of Options.


 


Unless the Committee shall
permit (on such terms and conditions as it shall establish), the Options may
not be transferred except by will or the laws of descent and distribution to
the extent provided herein. During the lifetime of the Grantee the Options may
be exercised only by him or her (unless otherwise determined by the Committee).


 


SECTION 7.                                Restrictive
Covenants; Release.


 


(a)                                  Covenant
Not to Compete. In
consideration of the receipt of the Options granted pursuant to this Agreement
and of the Grantee’s privilege to participate in the Plan, the Grantee hereby
agrees that while the Grantee is providing services to the Company or any
Subsidiary and for a period of two years after the last date of the Grantee’s
service for any of the Company or any of its Subsidiaries, the Grantee shall
not compete with the wind energy development, ownership and operation engaged
in or expected to be engaged in by the Company or any of its Subsidiaries (the “Business”),
as such Business exists at any time during the term of the Agreement, within
the United States of America (including its territories and possessions),
Canada or Mexico (the “Territories”), either directly or indirectly,
whether


 


(i)                                     by conducting
or supporting a business or enterprise in the Business, whether in a
managerial, operational, financial or other manner;


 


(ii)                                  by directly or
indirectly participating in another business or enterprise in the Business;


 


(iii)                               by employment,
consultancy, serving on a board of directors or similar governing body, or any
other technical, commercial or other activity with another business or
enterprise in the Business (other than teaching or serving in an advisory,
regulatory, or legislative entity or a trade association);


 


(iv)                              by inducing any
utility, any governmental authority or any customer, supplier, licensee,
licensor, co-developer, contractor or other business relation of or with the
Company or any of its Subsidiaries to cease doing business with the Company or
any such Subsidiary, or in any way interfere with the relationship between any
such utility, governmental authority, customer, supplier, licensee, licensor,
co-developer, contractor or other business relation and the Company or any such
Subsidiary;


 


(v)                                 by soliciting
or hiring employees of the Company or any such Subsidiary for another business;
and


 


4

















 


(vi)                              by challenging
any of the intellectual property rights or the know-how that is material for
the Business of the Company but not protected by registered intellectual
property rights or applications therefor;


 


provided, however,
that the covenant in this Section 7(a) shall not apply to (x) activities
engaged in as a manager, officer, director, employee, contractor, consultant,
or direct or indirect equity owner of the Company or any of its Subsidiaries
(to the extent that such activities are conducted for the benefit of the
Company or any of its Subsidiaries) and may be waived at any time by the
Company for specific activities, but any such waiver shall be restricted to the
specific activity to which it expressly relates and only for the duration of
the relevant contract; or (y) the passive holding of shares in
companies listed on a stock exchange, provided that such holding does not
exceed one (1) percent of the aggregate issued and outstanding shares of
the relevant company.


 


(b)                                 Confidentiality. The Grantee
agrees that during, and at any time after, the period during which the Grantee
is providing services to the Company or any of its Subsidiaries the Grantee
shall keep in confidence and trust all Confidential Information, and shall not
use or disclose any such Confidential Information without the prior written
consent of the Company, except as may be necessary in the ordinary course of
performing the Grantee’s duties to the Company or any of its Subsidiaries.


 


As used in this Agreement, “Confidential
Information” means non-public information belonging to the Company,
including, without limitation, financial information, reports, wind data and
energy production forecasts; inventions, improvements and other intellectual
property; trade secrets; know-how; designs, processes or formulae; software;
market or sales information or plans; customer lists; and business plans,
prospects and opportunities, in each case, whether such information is
developed by the Grantee in the course of the Grantee’s service with the
Company or any of its Subsidiaries or the Grantee had access to such
information as a result of the Grantee’s service with the Company or any of its
Subsidiaries. Notwithstanding the foregoing, Confidential Information shall not
include information (i) in the public domain, unless due to breach
of the Grantee’s duties under this Section 7(b), (ii) obtained
by the Grantee from a third party prior to, or after the termination of, the
Grantee’s service with the Company and each of its Subsidiaries, (iii) independently
developed by the Grantee prior to, or after the termination of, the Grantee’s
service with the Company and each of its Subsidiaries, or (iv) required
to be disclosed by the Grantee by legal or regulatory process.


 


(c)                                  Property. The Grantee
agrees that all documents, records, data, apparatus, equipment and other
physical property, whether or not pertaining to Confidential Information, which
are furnished to the Grantee by the Company or any of its Subsidiaries or are
produced by the Grantee in connection with the Grantee’s service with the
Company or any of its Subsidiaries, shall be and remain the sole property of
the Company. The Grantee shall return to the Company all such materials and
property as


 


5

















 


and when requested by the
Company. In any event, the Grantee shall return all such materials and property
immediately upon termination of the Grantee’s service for any reason. The
Grantee shall not retain with the Grantee any such material or property or any
copies thereof after such termination. Notwithstanding the foregoing, the
Grantee shall have access to such documents and records at reasonable times and
upon reasonable notice to the Company, in the event of a dispute between the
Company and the Grantee to which such documents and records are reasonably
related.


 


(d)                                 Business
Time. The Grantee shall devote 100% of the Grantee’s
business time to the business and affairs of the Company.


 


(e)                                  Potential
Unenforceability of Section 7(a) and Section 7(b). Although the
Grantee and the Company consider the restrictions contained in Section 7(a) and
Section 7(b) to be reasonable, if a final, non-appealable judicial
determination is made by a court of competent jurisdiction that the time or
territory or any other restriction contained in Section 7(a) or Section 7(b) is
an unenforceable restriction against the Grantee, neither this Agreement nor
the provisions of Section 7(a) and Section 7(b) shall be
rendered void, but shall be deemed amended as to such restriction as such court
may judicially determine or indicate to be reasonable or, if such court does
not so determine or indicate, to the maximum extent that any pertinent statute
or judicial decision may indicate to be a reasonable restriction under the
circumstances.


 


(f)                                    Specific
Performance. Recognizing that irreparable damage shall result
to the Company in the event of a breach or threatened breach by the Grantee of
any of the covenants and assurances contained in this Section 7, and that
the Company’s remedies at law for any such breach or threatened breach shall be
inadequate, the Company and its successors and permitted assigns, in addition
to such other remedies that may be available to them, are entitled to, and the
Grantee agrees not to oppose the propriety of the Company’s request for, an
injunction (as distinct from remedies at law), including a mandatory
injunction, to be issued by any court of competent jurisdiction ordering
compliance with this Agreement or enjoining and restraining the Grantee, and
each and every person or entity acting in concert or participation with the
Grantee, from the continuation of such breach. For the purpose of clarity, the
Grantee may oppose on the merits the Company’s request for such an injunction.
The covenants and obligations of the Grantee set forth in this Section 7
are in addition to and not in lieu of or exclusive of any other obligations and
duties of the Grantee to the Company, whether express or implied in fact or in
law.


 


(g)                                 Prior
Covenants. The covenants set forth in this Section 7 shall
supersede and replace any covenants related to the same subject matter
contained in any agreement entered into prior to the date hereof between the
Grantee and the Company (or any predecessor in interest to the Company) in
connection with the grant to the Grantee of Series B Units in First Wind
Holdings LLC.


 


6

















 


SECTION 8.                                Miscellaneous.


 


(a)                                  General. The Options (i) shall
be binding upon and inure to the benefit of any successor of the Company, (ii) shall
be governed by the laws of the State of Delaware, and any applicable laws of
the United States, and (iii) may not be amended without the written
consent of both the Company and the Grantee. Notwithstanding the foregoing,
this Agreement may be amended from time to time without the written consent of
the Grantee as permitted by the Plan (or its successor). No contract or right
of employment or other right to provide services to or for the Company or any
of its Subsidiaries shall be implied by the Options.


 


(b)                                 Entire
Agreement. This Agreement, together with the Plan,
constitutes the entire agreement with respect to the Options granted hereunder.


 


(c)                                  Corporate
Reorganization. If the Options are assumed or new options are
substituted therefor in any corporate reorganization (including, but not
limited to, any transaction of the type referred to in Section 424(a) of
the Internal Revenue Code of 1986, as amended), service with such assuming or
substituting Company or by a parent Company or a subsidiary thereof shall be
considered for all purposes of these Options to be service with the Company.


 


(d)                                 Withholding. The Company
may require the Grantee to remit to the Company an amount in cash sufficient to
satisfy any applicable U.S. federal, state and local and non-U.S. tax
withholding or other similar charges or fees that may arise in connection with
the grant, vesting, exercise or purchase of the Options.


 


(e)                                  Section and
Other Headings, etc. The section and other
headings contained in this Agreement are for reference purposes only and shall
not affect the meaning or interpretation of this Agreement.


 


(f)                                    Counterparts. This
Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original and all of which together shall constitute one and the
same instrument.


 


SECTION 9.                                Securities
Law Requirements.


 


The Company shall not be
required to issue shares of Stock upon the exercise of the Options unless and
until (a) such shares have been duly listed upon each stock
exchange on which the Company’s Stock is then registered and (b) a
registration statement under the Securities Act of 1933 with respect to such
shares is then effective. The Committee may require the Grantee to furnish to
the Company, prior to the issuance of any shares of Stock in connection with
the exercise of the Options, an agreement, in such form as the Committee may
from time to time deem appropriate, in which the


 


7

















 


Grantee represents that the
shares acquired by him upon such exercise are being acquired for investment and
not with a view to the sale or distribution thereof.


 


IN WITNESS WHEREOF, the
Company has executed this Agreement as of the day and year first above written.


 


 




	
   

  	
   

  	
  FIRST WIND HOLDINGS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Grantee

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  






 


8