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Exhibit 4.63 ELECTRIC CITY CORP.
AMENDED AND RESTATED
DIRECTORS STOCK OPTION PLAN Effective Date:
The directors stock option plan (the Directors Stock Option Plan or Plan)
originally effective as of April 1, 2000 shall be amended and restated
effective as of April 7, 2004. Eligible Directors:
Individuals appointed to the Corporations Board of Directors by a vote of the
majority of the Directors or by the holders of the Series E Preferred Stock or
by the Corporations common shareholders, as applicable who are neither
employees nor founders of the Corporation while such individuals are Directors
of the Corporation (Eligible Director). If such an individual ceases to be a
member of the Board of Directors, such individual shall concurrently cease to
be an Eligible Director. Initial Grant:
The initial grant of an option to purchase shares of common stock of Electric
City Corp. will be for up to 75,000 shares, granted as of the designated
effective date following the date that the director notifies the Corporation of
his or her acceptance of appointment or election as a member of the
Corporations Board of Directors (the Initial Grant Date). Initial Grant
Price:
A price per share of the Corporations common stock which is equal to the
greater of the closing price of the Corporations common stock on the Grant
Date, and $1.00. Future Grants:
So long as the Director is an Eligible Director as of each annual anniversary
date of the Initial Grant Date, the Corporation will grant to such Director, on
each annual anniversary date (the Future Grant Date), as additional option to
purchase up to 25,000 shares of the Corporations common stock. Future Grant Price:
A price per share of the Corporations common stock which is equal to the
greater of the closing price of the Corporations common stock on the Future
Grant Date, and $1.00.




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Vesting Schedule:
Stock options will vest pursuant to the following vesting schedule, provided
that the Director is an Eligible Director as of the Vesting Date (as defined
below): Shares Vested
    
    Vesting DateFirst One-Third
    
    Initial Grant Date or Future Grant Date, as applicable to
the subject grantSecond One-Third
    
    One Year Anniversary of the Initial Grant Date for the
Initial Grant or the Future Grant Date for each Future
Grant, as applicable.Third One-Third
    
    Two Year Anniversary of the Initial Grant Date for the
Initial Grant or the Future Grant Date for each Future
Grant, as applicable.
 All unvested stock options shall vest for Directors who are Eligible Directors
upon the occurrence of a change in control of the Company, which will be deemed
to occur when any single individual or entity holds and controls more than 50%
of the outstanding common stock of the Company. Option Term:
Each vested option shall expire on the earlier of the tenth anniversary of the
Initial Grant Date for the Initial Grant or the Future Grant Date for each
Future Grant, or six months following the date the Director is no longer a
Director of the Company. Exercise:
The exercise of any vested stock options will be made by payment in cash (by
check or such other instrument as the Corporation may accept). No shares of
stock will be issued upon exercise of a stock option until full payment is
made. Transferability:
Transfers of vested stock options will not be permitted other than by will or
the laws of descent and distribution. Anti-Dilution:
If the Company at any time after the Initial Grant Date or Future Grant Date
(as the case may be) subdivides (by any stock split or stock dividend paid to
holders of the Companys common stock) its outstanding shares of common stock
into a greater number of shares of common stock, the stock option exercise
price in effect immediately prior to such subdivision will be proportionately
reduced and the number of option shares obtainable upon exercise of the stock
option will be proportionately increased. If the




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Company at any time after the
Initial Grant Date or Future Grant Date (as the case may be) combines (by
reverse stock split or otherwise) its outstanding shares of common stock into a
smaller number of shares of common stock, the stock option exercise price in
effect immediately prior to such subdivision will be proportionately increased
and the number of option shares obtainable upon exercise of the stock option
will be proportionately decreased. Registration
Rights:
The Directors shall have piggy-back registration rights for all shares of stock
obtained through the exercise of options for any registration statement the
Company files with the Securities and Exchange Commission, but all such rights
shall be subordinate to any registration of common stock undertaken at the
request of, or registration that includes common stock that is held by the
holders of the Companys Series E Convertible Preferred Stock registration
rights under the Amended and Restated Investors Rights Agreement dates as of
March 19, 2004 and/or the rights of any other holders of the Companys
preferred stock. In addition, the Directors registration rights will be
subject to underwriters cutbacks as may be requested by an underwriter with
respect to a registration of the Companys common stock. The Company will bear
the cost of registering the shares pursuant to this section. Incentive Stock Option
Plan:
This Directors Stock Option Plan is a separate and distinct plan and is
not part of any incentive stock plan intended for the benefit of the Companys
employees.