Unassociated Document


     

    
      COMPOSITE
TECHNOLOGY CORPORATION

      STOCK
OPTION GRANT NOTICE

      2008
STOCK INCENTIVE PLAN

      


      Composite
Technology Corporation (“Company”), pursuant to its 2008 Stock Option (“Plan”)
and the 2008 Stock Option Plan Stock Option Agreement (“Master Agreement”)
previously entered into by the parties, hereby grants to the “Optionholder”
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
“Grant 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.

      


      


      
        	
                Optionholder:
      

              	
                Dennis
      Clarke Carey

              
	
                Option
      Grant #:

              	
                ***

              
	
                Date
      of Grant (Vesting Start Date):

              	
                September
      8, 2010

              
	
                Number
      of Shares Subject to Option:

              	
                500,000

              
	
                Exercise
      Price (Per Share):

              	
                US
      $ 0.35

              
	
                Total
      Exercise Price:

              	
                US
      $ 175,000.00

              
	
                Expiration
      Date:

              	
                September
      8, 2020

              


      

      


      Type of
Grant [check one]:    o  Incentive
Stock Option1   
x Nonstatutory
Stock Option 

      


      


      Vesting
Schedule:

      


      
        	
                Portion
      Vesting

              	
                #
      of  whole Months since vesting start date

              	
                %
      of Option Grant Vesting

              	
                Accumulated
      % of Option Grant vesting

              
	
                1st
      Portion

              	
                3

              	
                8.3%

              	
                8.3%

              
	
                2nd
      Portion

              	
                6

              	
                8.3%

              	
                16.6%

              
	
                3rd
      Portion

              	
                9

              	
                8.3%

              	
                24.9%

              
	
                4th
      Portion

              	
                12

              	
                8.3%

              	
                33.2%

              
	
                5th
      Portion

              	
                15

              	
                8.3%

              	
                41.5%

              
	
                6th
      Portion

              	
                18

              	
                8.3%

              	
                49.8%

              
	
                7th
      Portion

              	
                21

              	
                8.3%

              	
                58.1%

              
	
                8th
      Portion

              	
                24

              	
                8.3%

              	
                66.4%

              
	
                9th
      Portion

              	
                27

              	
                8.3%

              	
                74.7%

              
	
                10th
      Portion

              	
                30

              	
                8.3%

              	
                83%

              
	
                11th
      Portion

              	
                33

              	
                8.3%

              	
                91.3%

              
	
                12th
      Portion

              	
                36

              	
                8.7%

              	
                100%

              


      

      


      


      
        	
                Payment:

              	
                By
      cash or check

              


      

      
        	
                 
      

              	
                Same
      day sale program (if permitted by the
Board)

              


      

      
        	
                 
      

              	
                Tender
      of Common Stock (if permitted by the
Board)

              


      

       

      
        
           

        

        
          1

          
            

          

        

        
           

        

      

       

      Additional
Terms/Acknowledgements:  The undersigned Optionholder acknowledges
receipt of, and understands and agrees that his or her Option is subject to this
Grant Notice, the Master Agreement and the Plan.  Optionholder further
acknowledges that as of the Date of Grant, this Grant Notice, the Master
Agreement and the Plan set forth the entire understanding between Optionholder
and the Company regarding the acquisition of Shares covered by this Grant Notice
and supersedes all prior oral and written agreements on that subject with the
exception of (i) options previously granted and delivered to Optionholder under
the 2002 Stock Incentive Plan, and (ii) the agreements, if any, listed
below.  To the extent that this Grant Notice varies the terms of the
Master Agreement, this Grant Notice will prevail only with respect to Options
granted pursuant to this Grant Notice.

      ______________

      1   If this is an
incentive stock option, it (plus Optionholder’s other outstanding incentive
stock options) cannot be first exercisable for more than US $100,000 in any
calendar year.  Any excess over US $100,000 is a non-statutory stock
option.

      


      


      
        
          	COMPOSITE
      TECHNOLOGY CORPORATION	 	OPTIONEE:	 
	 	 	 	 	 	 
	By:	Benton
      H Wilcoxon	 	By:	Dennis
      Clarke Carey	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	  	 	 
       	 
	Title:   	
                  Chief
      Executive Officer

                	 	 	
                   

                	 
	Date:   	
                  ___________________,
      2010

                	 	Date:   	
                  ___________________,
      2010

                	 


        

      

       

       

       

      By his or
her signature below, the spouse of the Optionee acknowledges that he or she has
read the Agreement and is familiar with the terms and provisions thereof, and
agrees to be bound by all the terms and conditions of said
Agreement.

       

       

      
        
          

        

      

       

      
        
          
            	Spouse
      of Optionee (if applicable)  	 	By:	
                  	 
	 	 	 	 	 
	 	 	 	 	 
	  	 	 
        	 
	
                  	 	 	
                     

                  	 
	
                  	 	Date:   	
                    ___________________,
      2010

                  	 


          

        

         

      

      *** This
material has been omitted pursuant to a request for confidential treatment and
filed separately with the Securities and Exchange Commission.

       

    

    
      
        
        

      

      
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