solarpower8k123107ex10-1.htm


    
      

      

    

    
      Exhibit
        10.1

      


      EMPLOYMENT
        SEVERANCE AGREEMENT

      


      Solar
        Power, Inc. (the
        "Company") and Glenn E.
        Carnahan (the "Employee"), agree as follows, as of the 26 day of
        December, 2007:

      


      1.         Employment.  The
        Employee's employment as Chief Financial Officer for the Company and as an
        employee of the Company was terminated, effective the end of the workday,
        December 31, 2007 (“Termination Date”).  The Employee is required to
        complete the Company's exit interview within two (2) days after the Termination
        Date.  The Company and the Employee agree to mutually sever their
        employment relationship pursuant to the terms and conditions set forth in
        this
        Employment Severance Agreement ("Agreement").

      


      2.         Position;
        Scope of
        Employment.  The Employee shall cease functioning in the
        position of Chief Financial Officer for the Company and shall cease to be
        an
        employee for the Company in any capacity, effective on the Termination
        Date.  Employee further resigns as a Director of the Company as of the
        Termination Date.

      


      3.         Severance
        Payments.  The Company shall make severance payments to the
        Employee as set forth in this Section 3 for the period January 1, 2008 through
        March 31, 2008 (the "Severance Period").  The aggregate value of the
        severance payments per month shall be $12,500 (Twelve Thousand Five Hundred
        Dollars) (“Monthly Severance Payment’).  All severance payments of
        every description shall be subject to the customary withholding tax and other
        employment taxes as required with respect to compensation paid to the
        Employee.

      


      3.1.      Cash
        Payments.  During the Severance Period, the Company shall pay
        the Employee the Monthly Severance Payment as set forth in Section 3 in equal
        semi-monthly installments at the Company’s regular scheduled payroll
        intervals.

      


      3.2.      Medical
        and Health
        Benefits.  The Employee will also be offered the opportunity
        for continued coverage under the Company’s health insurance plans, as required
        by COBRA.  The Company's insurance agent will send the Employee
        information regarding this coverage.

      


      3.3       Stock
        Option
        Grants.  Will terminate in accordance with provisions of the
        Solar Power, Inc. 2006 Equity Incentive Plan.

      


      4.         Release
        of
        Liability.  The Employee acknowledges that he or she enters
        this Agreement freely and voluntarily, and agrees as follows:

      


      4.1.      Age
        Discrimination in Employment Act
        of 1967.  The Employee represents that he or she understands
        and acknowledges that the Age Discrimination in Employment Act of 1967, as
        amended, provides him or her the right to bring a claim against the Company
        if
        the Employee believes that he or she has been discriminated against on the
        basis
        of age.  The Employee expressly warrants that he or she will not file
        any claim or action against the Company or any entity or employee associated
        with or employed by the Company based on any alleged violations of the Age
        Discrimination in Employment Act of 1967, as amended, arising prior to the
        date
        of this Agreement.  The Employee hereby waives any right to assert a
        claim for relief under the Age Discrimination in Employment Act of 1967,
        as
        amended, including but not limited to, back pay, attorneys' fees, damages,
        reinstatement or injunctive relief.

      



      
        
           

        

        
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      4.2.      OlderWorker’s
        Benefit
        Protection.  Pursuant to the terms of the Older Workers'
        Benefit Protection Act (OWBPA), the Employee acknowledges that he or she
        has
        twenty-one (21) days from the date of presentation of this Agreement to him
        or
        her, which occurred on December 26, 2007, in which to consult with an attorney
        regarding the terms and conditions of this Agreement.  The Employee
        acknowledges that, by the terms of this Agreement, the Employee has been
        advised
        in writing that during the aforementioned twenty-one (21) day period, the
        Employee should consult with an attorney regarding the terms and conditions
        of
        this Agreement.  The Employee further acknowledges that, by the terms
        of this Agreement, he or she has been advised that following execution of
        this
        Agreement, he or she has seven (7) days in which he or she may revoke this
        Agreement

      


      4.3.      Title
        VII
        Claims.  The Employee acknowledges that Title VII of the Civil
        Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Americans
        With
        Disabilities Act, the Age Discrimination in Employment Act of 1967, the Vietnam
        Era Veterans Readjustments Assistance Act of 1974, the Federal Family and
        Medical Leave Act of 1993, the California Family Rights Act of 1991 and the
        California Fair Employment and Housing Act, as amended, provide the right
        to an
        employee to bring charges, claims or complaints against an employer if the
        employee believes he or she has been discriminated against on a number of
        bases,
        including race, ancestry, color, religion, sex, marital status, national
        origin,
        age, status as a veteran of the Vietnam era, request or need for family or
        medical leave, physical or mental disability, medical condition or sexual
        preference, or retaliation by Employer for making any such
        claims.  The Employee, with full understanding of the rights afforded
        him or her under these federal and state laws, agrees that he or she will
        not
        file, or cause to be filed against the Company, any charges, complaints,
        or
        actions based on any alleged violation of these federal and state laws, or
        any
        successor or replacement federal or state laws.  The Employee hereby
        waives any right to assert a claim for relief available under these federal
        and
        state laws including, but not limited to, back pay, attorneys' fees, damages,
        reinstatement, or injunctive relief, which the Employee may otherwise recover
        based on any alleged violation of these federal and state laws, or any successor
        or replacement federal or state laws.

      


      4.4.      General
        Release.  The Employee hereby agrees that all of his or her or
        her rights under section 1542 of the Civil Code of the State of California
        are
        hereby waived.  Section 1542 provides as follows:

      


      "A
        general release does not extend to claims which the creditor does not know
        or
        suspect to exist in his favor at the time of executing the release, which
        if
        known by him must have materially affected his or her or her settlement with
        the
        debtor."

      



      
        
           

        

        
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      Notwithstanding
        the provisions of section 1542, the Employee hereby irrevocably and
        unconditionally releases and forever discharges the Company and all of its
        officers, agents, directors, supervisors, employees, representatives and
        their
        successors and assigns and all persons acting by, through, under or in concert
        with any of them from any and all charges, complaints, grievances, claims,
        actions, and liabilities of any kind (including attorneys' fees, interest,
        expenses and costs actually incurred) of any nature whatsoever, known or
        unknown, suspected or unsuspected (hereinafter referred to as "Claims"),
        which
        the Employee has or may have in the future, arising out of the Employee's
        employment with the Company.  All such Claims are forever barred by
        this Agreement and without regard to whether these Claims are based on any
        alleged breach of duty arising in contract or tort, any alleged employment
        discrimination or other unlawful discriminatory act, or any claim or cause
        of
        action regardless of the forum in which it may be brought, including without
        limitation, claims under the National Labor Relations Act, Title VII of the
        Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Age
        Discrimination in Employment Act of 1964, as amended, the Americans With
        Disability Act, the California Family Rights Act of 1991, the Federal Family
        and
        Medical Leave Act of 1993, the Vietnam Era Veterans Readjustment Assistance
        Act
        of 1974, the California Fair Employment and Housing Act, California Labor
        Code
        section 132a, any allegation of wrongful termination and any claim arising
        out
        of Article 1, section 8 of the Constitution of the State of California.

      


      5.         Vacation
        and Sick
        Leave.  Vacation and sick leave ceased accruing on the
        Termination Date.  The Employee acknowledges that he or she has been
        paid for all accrued, but unused vacation pay or does not have any vacation
        pay
        owed to him or her.

      


      6.         Business
        Expenses.  The Employee has been reimbursed for all business
        expenses, in accordance with the Company's reimbursement policy.

      


      7.         Confidential
        Information.  The Employee acknowledges that during the course
        of his or her duties with the Company, he or she handled confidential
        information of the Company and its affiliates.  The Employee agrees he
        or she will retain in the strictest confidence all confidential matters which
        relate to the Company or its affiliates, including, without limitation, pricing
        lists, business plans, financial projections and reports, business strategies,
        internal operating procedures and other confidential business information
        from
        which the Company derives an economic or competitive advantage or from which
        the
        Company might derive such advantage in its business, whether or not labeled
        "secret" or "confidential," and not to disclose directly or indirectly or
        use by
        him or her in any way, either during the term of this Agreement or at any
        time
        thereafter except as permitted by law.

      


      8.         Trade
        Secrets.  The
        Employee shall not disclose to any others or take or use for the Employee's
        own
        purposes or purposes of any others at any time, any of the Company's trade
        secrets, including without limitation, confidential information; customer
        lists;
        information concerning current or any future and proposed work, services
        or
        products; the fact that any such work, services or products are planned,
        under
        consideration, or in production, as well as any description thereof, computer
        programs or computer software.  The Employee agrees that these
        restrictions shall also apply to (i) trade secrets belonging to third parties
        in
        the Company's possession and (ii) trade secrets conceived, originated,
        discovered or developed by the Employee during the term of his or her
        employment.

      



      
        
           

        

        
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      9.         Inventions;
        Ownership
        Rights.  The Employee agrees that all ideas, techniques,
        inventions, systems, formulas, discoveries, technical information, programs,
        prototypes and similar developments ("Developments") developed, created,
        discovered, made, written or obtained by him or her in the course of or as
        a
        result, directly or indirectly, of performance of his or her duties to the
        Company, and all related industrial property, copyrights, patent rights,
        trade
        secrets and other forms of protection thereof, shall be and remain the property
        of the Company.  The Employee agrees to execute or cause to be
        executed such assignments and applications, registrations and other documents
        and to take such other action as may be requested by the Company to enable
        the
        Company to protect its rights to any such Developments.

      


      10.       No
        Disparagement of the
        Company.  The Employee
        agrees that he
        or she will not make any statements, which may appear derogatory about or
        disparaging to the Company or any of its agents, officers, directors or other
        employees, except as may be required by court order.

      


      11.       Non-Interference;
        No
        Solicitation.  The Employee agrees not to interfere with any of
        the Company's contractual obligations with others.  Furthermore, the
        Employee agrees during a period of two years after the date of this Agreement,
        the Employee agrees to not, without the Company's express written consent,
        on
        his or her behalf or on behalf of another: (i) contact or solicit the business
        of any client, customer, creditor or licensee of the Company, (ii) hire
        employees of the Company, other than clerical employees, (iii) solicit the
        business of any client, customer or licensee of the Company.  The
        Employee acknowledges that this section 11 is a reasonable and necessary
        measure
        deigned to protect the proprietary information of the Company.

      


      12.       Return
        Company
        Property.  The Employee agrees that he or she will promptly,
        within two (2) business days, return to the Company, all the Company's or
        its
        affiliates' memoranda, notes, records, reports, manuals, drawings, designs,
        computer files in any media and other documents (including extracts and copies
        thereof) relating to the Company or its affiliates, and all other property
        of
        the Company.

      


      13.       Actions
        Contrary to
        Law.  Nothing contained in this Agreement shall be construed to
        require the commission of any act contrary to law, and whenever there is
        any
        conflict between any provision of this Agreement and any statute, law,
        ordinance, or regulation, contrary to which the parties have no legal right
        to
        contract, then the latter shall prevail; but in such event, the provisions
        of
        this Agreement so affected shall be curtailed and limited only to the extent
        necessary to bring it within legal requirements.

      


      
        	
                14.

              	
                Miscellaneous.
                  

              


      

      


      14.1.    Notices.  All
        notices to be given by either party to the other shall be in writing and
        may be
        transmitted by personal delivery, facsimile transmission, overnight courier
        or
        mail, registered or certified, postage prepaid with return receipt requested;
        provided, however,
        that notices
        of change of address or facsimile number shall be effective only upon actual
        receipt by the other party.  Notices shall be delivered at the
        following addresses, unless changed as provided for herein:

      



      
        
           

        

        
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                To
                  the Employee:

              	
                Glenn
                  E.
                  Carnahan                   
                  

              


      

      105
        Terrace
        Street                   


      Auburn,
        CA  95603                
 

      


      
        	
                 

              	
                To
                  the Company:

              	
                Alan
                  M. Lefko, Vice President 

              


      

      Solar
        Power, Inc.

      1115
        Orlando Avenue

      Roseville,
        CA  95661-5247

      


      14.2.    Entire
        Agreement.  This Agreement supersedes any and all agreements,
        either oral or written, between the parties hereto with respect to its subject
        matter.  Each party to this Agreement acknowledges that no
        representation, inducements, promises, or agreements, orally or otherwise,
        have
        been made by any party or anyone acting on behalf of any party, which are
        not
        embodied herein, and that no other agreement, statement, or promise not
        contained in this Agreement shall be valid or binding.  Any
        modification of this Agreement will be effective only if it is in writing
        and
        signed by both parties.

      


      14.3.    Governing
        Law.  This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of California.

      


      14.4.    Jurisdiction
        and
        Venue.  The parties hereby consent to the exclusive
        jurisdiction of the state and federal courts sitting in California in the
        venue
        of Sacramento County in any action on a claim arising out of, under or in
        connection with this Agreement or the transactions contemplated by this
        Agreement, provided such claim is not required to be arbitrated pursuant
        to
        Section 14.5.  The parties further agree that personal jurisdiction
        over them may be effected by notice as provided in Section 14.1, and that
        when
        so made shall be as if served upon them personally within the State of
        California.

      


      14.5     Arbitration.  Any
        controversy, dispute or claim arising out of or relating to this Agreement,
        performance hereunder or breach thereof, which cannot be amicably settled,
        shall
        be settled by arbitration conducted in Santa Clara County or such other mutually
        agreed upon location.  Said arbitration shall be conducted in
        accordance with the Commercial Arbitration Rules of the American Arbitration
        Association at a time and place within the above-referenced location as selected
        by the arbitrator(s).

      


      a.         Initiation
        of
        Arbitration.  After seven (7) days prior written notice to the
        other, either party hereto may formally initiate arbitration under this
        Agreement by filing a written request therefore, and paying the appropriate
        filing fees, if any.

      


      b.         Hearing
        and Determination
        Dates.  The hearing before the arbitrator shall occur within
        thirty (30) days from the date the matter is submitted to
        arbitration.  Further, a determination by the arbitrator shall be made
        within forty-five (45) days from the date the matter is submitted to
        arbitration.  Thereafter, the arbitrator shall have fifteen (15) days
        to provide the parties with his or her decision in writing.  However,
        any failure to meet the deadlines in this paragraph will not affect the validity
        of any decision or award.

      



      
        
           

        

        
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      c.          Binding
        Nature of
        Decision.  The decision of the arbitrator shall be binding on
        the parties.  Judgment thereon shall be entered in a court of
        competent jurisdiction.

      


      d.         Injunctive
        Actions.  Nothing herein contained shall bar the right of
        either party 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.

      


      e.         Fees
        and Costs.  The
        cost of arbitration, including the fees of the arbitrator, shall initially
        be
        borne by the Company; provided, the prevailing party (as determined by the
        arbitrator) shall be entitled to recover all such costs allowed by law, in
        addition to attorneys’ fees and other costs, in accordance with Section 14.6 of
        this Agreement.

      


      14.6.     Attorneys'
        Fees.  In the event
        of any
        litigation, arbitration, or other proceeding arising out of this Agreement,
        or
        the parties’ performance as outlined herein, the prevailing party shall be
        entitled to an award of costs, including an award of reasonable attorneys’
fees.  Any judgment, order, or award entered in any such proceeding
        shall designate a specific sum as such an award of attorneys’ fees and costs
        incurred.  This attorneys’ fee provision is intended to be severable
        from the other provisions of this Agreement, shall survive any judgment or
        order
        entered in any proceeding and shall not be deemed merged into any such judgment
        or order, so that such further fees and costs as may be incurred in the
        enforcement of an award or judgment or in defending it on appeal shall likewise
        be recoverable by further order of a court or panel or in a separate action
        as
        may be appropriate.

      


      14.7.    Amendment,
        Waiver.  No amendment or variation of the terms of this
        Agreement shall be valid unless made in writing and signed by the Employee
        and
        the Company.  A waiver of any term or condition of this Agreement
        shall not be construed as a general waiver by the Company.  Failure of
        either the Employee or the Company to enforce any provision or provisions
        of
        this Agreement shall not waive any enforcement of any continuing breach of
        the
        same provision or provisions or any breach of any provision or provisions
        of
        this Agreement.

      


      14.8.    Ambiguities.  This
        Agreement shall not be subject to the rule that any ambiguities in the contract
        are to be interpreted against the drafter of the Agreement.

      


      14.9.    Counterparts. 
        This Agreement may be
        signed in one or more counterparts (by facsimile or otherwise), all of which
        shall be treated as one and the same instrument.

      


      


      


      


      



      
        
           

        

        
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      IN
        WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
        first hereinabove written.

      


      
        	 	
                THE
                  EMPLOYEE

              
	 	 
	 	 
	 	 
	
                Date:  _____

              	
                __________________________________

              
	 	
                Name:  Glenn
                  E
                  Carnahan

              
	 	 
	 	 
	 	 
	 	 
	 	
                THE
                  COMPANY

              
	 	 
	 	
                SOLAR
                  POWER, INC.

              
	 	 
	 	 
	 	 
	
                Date:  _____

              	
                By:  ______________________________

              
	 	 


      

      


      


      


      


      


      


      


      


      


       

       

      
 

      


      


      


      


      


      


      

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