Unassociated Document


    COMPOSITE
TECHNOLOGY CORPORATION

    STOCK
OPTION GRANT NOTICE

    2008
STOCK OPTION PLAN

    


    Composite
Technology Corporation (“Company”), pursuant to its 2008 Stock Option Plan
(“2008 Plan”) and the 2008 Stock Option Plan Stock Option Agreement (“Master
Agreement”) previously entered into by the parties, hereby grants to the
“Optionee” identified below an option to purchase the number of shares of the
Company’s common stock (“Shares”) set forth below.  This option is
subject to all of the terms and conditions set forth in this Stock Option Grant
Notice (the “Notice”), the Master Agreement and the Plan, all of which are
incorporated herein in their entirety.  Any capitalized terms not
defined herein shall have the meaning provided to such terms in the
Plan.

    


    Optionee:

    Original
Date of Grant:

    Original
Exercise Price:

    Original
Number of Shares Subject to Option:

    


    Date of
Repricing:  January 21, 2009

    Number of
Shares subject to Option that are Repriced:

    Revised
Exercise Price (Per Share):  US$ 0.35

    Total
Exercise Price:

    Expiration
Date:

    Type of
Grant [check one]:   o Incentive Stock
Option     x Nonstatutory Stock
Option 

    


    Vesting
Schedule:

    33.33% of
the Shares vest on each of the first and second anniversary of the Original Date
of Grant and 33.34% on the third anniversary of the Original Date of
Grant.

    


    Accelerated
vesting may apply under certain events, as defined in the Master Agreement and
the 2008 Plan.

     

    
      
        
          	
                  Payment:

                	 	
                  By
      cash or check

                
	 
      	 	
                  Same
      day sale program (if permitted by the Board)

                
	 
      	 	
                  Tender
      of Common Stock (if permitted by the
Board)

                


        

      

    

     

    Additional
Terms/Acknowledgements:  The undersigned Optionee acknowledges receipt
of, and
understands and agrees that his or her Option is modified as to exercise price
only and remains subject to this Notice, the Master Agreement and the 2008
Plan.  The Revised Exercise Price set forth herein supersedes all
previous grant notices, and option grants with different prices on the Original
Date of Grant are null and void in that they are superseded by this
Notice.  The undersigned Optionee warrants and represents that they
have either i) lost the original option grant notice or ii) returned the
original grant notice to the Company; and further warrants and understands and
agrees that this Notice is a repricing of the options under the original option
grant that are unexercised as of the Date of Repricing set forth herein, whether
vested or unvested; and further warrants, understands, and agrees that any
options exercised prior to January 21, 2009 will not be repriced.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
Optionee further acknowledges that as of the Date of Repricing set forth herein,
this Notice, the Master Agreement and the 2008 Plan set forth the entire
understanding between Optionee and the Company regarding the acquisition of
Shares covered by this Notice and supersedes all prior oral and written
agreements on that subject with the exception of (i) additional option grants
with differing original dates of grant than this Notice which are previously or
subsequently granted and delivered to Optionee under the 2002 Non-Qualified
Stock Compensation Plan or the 2008 Plan, and (ii) the agreements, if any,
listed below.  To the extent that this Notice varies the terms of the
Master Agreement, this Notice will prevail only with respect to options granted
pursuant to this Notice.

    ______________

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      COMPOSITE
      TECHNOLOGY CORPORATION

                                    	 	
                                      Optionee:

                                    
	 
      	 	 
      
	
                                      By:  Benton
      H. Wilcoxon,

                                    	 	
                                      By:  (Insert
      Optionee Name)

                                    
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	
                                      Title: 
      Chief Executive Officer

                                    	 	 
      
	
                                      Date:

                                    	 	
                                      Date:

                                    
	 	 	 
	 
      	 
      	 
      
	 	 	 
	Spouse
      of Optionee (if applicable)	 	By:
	 	 	 
	 	 	 
	 	 	Date: