Exhibit 10.3


 


OPEN
ENERGY CORPORATION  

                                                                                                                                      

514 Via de la Valle, Suite 200, Solana Beach, CA 92075


Ph:  858-794-8800


 


September 18, 2008


 


Mr.               ,


 


In order to provide you with some financial security as you to continue
your work for Open Energy Corporation (the “Company”) and in contemplation of
the transactions contemplated by that certain Securities Purchase Agreement
between the Company and The Quercus Trust, this letter agreement confirms
certain modified terms of employment being offered to you in exchange for
remaining with the Company during this transitional time:


 


1. Stock Options


 


The Company is granting you stock options in accordance with Exhibit ”A”.
The option grant will be memorialized, and the options will be issued subject
to the terms of, Stock Option Agreements pursuant to the Company’s 2006 Equity
Incentive Plan. These grants, and the terms of such grants, supersede and
replace all other options previously promised to or granted to you. You agree
to promptly return to the Company for cancellation any previously issued stock
option agreements.


 


2. Severance Package


 


From and after the date hereof, in the event that you are terminated
without Cause (as defined below) or terminate your employment voluntarily for
Good Reason (as defined below) you will be entitled to severance equal to three
months’ of your base salary at the time of termination. The severance is
payable in cash within ten (10) calendar days immediately following your
termination of employment. Payments made pursuant to this Agreement will be
treated as regular compensation and subject to withholding of applicable income
and employment taxes. This severance package supersedes and replaces all other
severance packages previously granted to you, if any.


 


3. Definitions of “Cause” and “Good Reason”


 


For purposes of this letter agreement, “Cause” shall mean: (a) an
act by you of embezzlement, fraud, material misrepresentation or dishonesty; (b) your
conviction of, or plea of nolo contendere to, any criminal act constituting a
felony, or a misdemeanor under state or Federal law involving fraud,
embezzlement or theft; or (c) any willful or grossly negligent act or
omission by you which has a material adverse effect on the Company.


 


For purposes of this letter agreement, “Good Reason” shall mean: (a) the
Company’s breach of any monetary provisions of your employment agreement which
is not cured within 20 days after written notice to the Company demanding
payment; or (b) downgrading your title or a material reduction in your
responsibilities, or (c) relocation of your place or work to a location
that is more than twenty miles from the your current location of employment.


 

















 


4. Entire Agreement.


 


This letter agreement, together with such stock option agreements or
grant documentation pursuant to the Company’s 2006 Equity Incentive Plan,
constitute the entire agreement between you and the Company with respect to
stock options and severance packages and supersedes all prior writings,
negotiations or understandings with respect to these matters. No modification
or addition to this letter agreement will have any effect unless set forth in
writing and agreed to by both you and the Company.


 


5. Impact on Prior Agreements.


 


Except as specifically set forth herein, the provisions of any
employment agreement between you and the Company, including any confidentiality
agreement or invention contribution agreement shall remain in full force and
effect.


 


6. Counterparts


 


This letter agreement may be signed in one or more counterparts,
including by facsimile, each of which shall be deemed an original, and all of
which shall constitute one and the same instrument.


 


7. Governing Law


 


This letter agreement shall be governed by and construed in accordance
with the internal laws of the State of California (without reference to the
conflicts of law provisions thereof).


 


 


Sincerely,


 


 


Open Energy
Corporation,

a Nevada corporation


 


 


	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  [Name of
  officer]

  	
   

  



 


2