Exhibit 10.8**AKEENASOLAR, INC.****2006 Incentive Stock Plan**RESTRICTED STOCK AGREEMENT (Non-Assignable) 20,000 Shares of Common Stock of AKEENA SOLAR, INC.THISCERTIFIES that on August 30, 2006, Ed Roffman (“Holder”) was granted 20,000 shares of fullypaid and non-assessable shares (“Shares”) of the Common Stock (par value $0,001 per share) ofAkeena Solar, Inc. (“Corporation”), a Delaware corporation, pursuant to the terms of theCorporation’s 2006 Incentive Stock Plan as approved by a majority of the shareholders of theCorporation by written consent on August 11, 2006, as may be amended or supplemented fromtime-to-time (“Plan”), the terms and conditions of which are hereby incorporated as though setforth at length, and the receipt of a copy of which the Holder hereby acknowledges by his executionof this agreement. A determination of the Committee (as defined in the Plan) under the Plan as toany questions which may arise with respect to the interpretation of the provisions of the Award andof the Plan shall be final. The Committee may authorize and establish such rules, regulations andrevisions thereof not inconsistent with the provisions of the Plan, as it may deem advisable.     TERMS AND CONDITIONS. It is understood and agreed that the award evidenced by this agreementis subject to the following terms and conditions:     1. Restrictions. (a) The Holder shall be entitled to exercise and enjoy all rightsand entitlements of ownership of shares, including the right to vote and receive dividends, exceptthat until the Restriction Period shall expire, all restrictions and limitations set forth in thisagreement and the Plan shall apply. The Shares shall constitute Restricted Stock of theCorporation issued pursuant to the Plan. Each certificate for Restricted Stock issued or issuablehereunder shall be registered in the name of the Holder, and deposited by the Holder, togetherwith a stock power endorsed in blank (in the form attached hereto asExhibit A), with theCorporation until such time as the Restriction Period shall have expired. Such certificate(s)shall bear an appropriate legend referring to the terms, conditions and restrictions applicable tosuch Restricted Stock.          (b) The Shares shall be subject to all of the terms and conditions of the awardas specified by the Committee in connection with the award to Holder and the Committee’sdeliberations with respect thereto.          (c) The Restriction Period shall expire as to one-quarter (1/4) of the Shares oneach of the first four anniversaries of the date hereof; provided that the Restriction Periodshall expire on such earlier date as the conditions set forth below are satisfied.          (d) The Holder will not sell, transfer, assign, give, place in trust, or otherwise dispose ofor pledge, grant a security interest in, or otherwise encumber the Shares and any such attempteddisposition or encumbrance shall be void and unenforceable. Notwithstanding          
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anything herein to the contrary, the Shares may be transferred, conveyed or assigned to familymembers, charities, trusts established solely for the benefit of such family members and charitiesand entities, such as partnerships and limited liability companies, of which the only interestholders are members of the grantee’s family, or trusts for their benefit, and revocable grantortrusts and that such further modifications relating to transfer and assignment complying with thethen applicable rules and regulations of the Securities and Exchange Commission and stock exchangeacceptable to counsel to the Corporation shall have been complied with.          (e) Subject to the provisions of the Plan, upon the lapse of the Restriction Period theHolder shall become entitled to receive a stock certificate evidencing the Shares and therestrictions referred to herein shall become null and void and cease to exist with respect to suchShares.     2. Regulatory Compliance and Listing. The issuance or delivery of any stockcertificates representing Shares as to which the Restriction Period has lapsed may be postponed bythe Corporation for such period as may be required to comply with any applicable requirements underthe federal securities laws, any applicable listing requirements of any national securitiesexchange or the NASDAQ system, rules and regulations and requirements under any other law, rule orregulation applicable to the issuance or delivery of such Shares, and the Corporation shall not beobligated to deliver any such Shares to the Holder if delivery thereof would constitute a violationof any provision of any law or of any regulation of any governmental authority, any nationalsecurities exchange or the NASDAQ system.     3. Investment Representations and Related Matters. The Holder hereby represents thatthe Shares awarded pursuant to this agreement are being acquired for investment purposes and notfor resale or with a view towards distribution thereof. The Holder acknowledges and agrees thatany sale or distribution of Shares as to which the period of restriction has lapsed may be madeonly pursuant to either (a) a registration statement on an appropriate form under the SecuritiesAct of 1933, as amended (“Securities Act”), which registration statement has become effective andis current with regard to the Shares being sold, or (b) a specific exemption from the registrationrequirements of the Securities Act that is confirmed in a favorable written opinion of counsel, inform and substance satisfactory to counsel for the Corporation, prior to any such sale ordistribution. The Holder hereby consents to such action as the Corporation deems necessary orappropriate from time-to-time to prevent a violation of, or to perfect an exemption from, theregistration requirements of the Securities Act or to implement the provisions of this agreement,including but not limited to placing restrictive legends on certificates evidencing Shares (whetheror not the period of restriction applicable thereto has lapsed) and delivering stop transferinstructions to the Corporation’s stock transfer agent.     4. No Right To Continued Employment; Forfeiture. This agreement does not confer uponthe Holder any right to continued employment by the Corporation or any of its subsidiaries oraffiliated companies, not shall it interfere in any way with the right to the Holder’s employer toterminate employment at any time for any reason or no reason. Unless otherwise determined by theCommittee, in the event the Holder ceases to be an employee or otherwise associated with theCorporation or any of its subsidiaries or affiliated companies, all Shares for which theRestriction Period has not yet expired, shall immediately be forfeited and the Corporation shallhave the right to complete the blank stock power attached hereto as Exhibit A.
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     5. Construction. The Plan and this agreement will be construed by and administeredunder the supervision of the Committee and the Secretary, and alldeterminations will be final andbinding on the Holder.     6. Dilution. Nothing in the Plan or this agreement will restrict or limit in any waythe right of the Board of Directors of the Corporation to issue or sell stock of the Corporation(or securities convertible into stock of the Corporation) on such terms and conditions as it deemsto be in the best interests of the Corporation, including, without limitation, stock and securitiesissued or sold in connection with mergers and acquisitions, stock issued or sold in connection withany stock option or similar plan, and stock issued or contributed to any stock bonus or employeestock ownership plan.     7. Authorization. The Holder hereby irrevocably appoints the Secretary and each ofthe Corporation’s officers, employees and agents as the Holder’s true and lawful attorneys withpower (i) to sign in the Holder’s name and on the Holder’s behalf stock certificates and stockpowers covering some or all of the Shares and such other documents and instruments as the Secretaryor any such officer, employee or agent deems necessary or desirable to carry out the terms of thisagreement and (ii) to take such other action as the Secretary or any such officer, employee oragent deems necessary or desirable to effectuate the terms of this agreement. This power, beingcoupled with an interest, is irrevocable. The Holder agrees to execute such other stock powers anddocuments as may be reasonably requested from time-to-time by the Secretary to effectuate the termsof this agreement     8. Bound by Plan. The Holder hereby agrees to be bound by all of the terms andprovisions of the Plan, a copy of which is available to him upon request.     9. Notices. Any notice hereunder to the Corporation shall be addressed to it c/oAkeena Solar, Inc., 605 University Avenue, Los Gatos, California 95032, Attention: Secretary andany notice hereunder to the Holder shall be addressed to the Holder at the last known home addressshown in the records of the Corporation, subject to the right of any party hereto todesignate another address at any time hereafter in writing.     10. Counterparts. This agreement maybe executed in counterparts each of which takentogether shall constitute one and the same instrument.     11. Governing Law. This agreement shall be governed by, and construed and enforcedin accordance with, the internal laws of the State of Delaware without reference to principles ofconflicts of laws.[SIGNATURE PAGE FOLLOWS]
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     IN WITNESS WHEREOF, the Corporation caused this agreement to be executed by a duly authorizedofficer.     Dated: December 29, 2006 AKEENA SOLAR, INC.