Exhibit
10.45

    CLEAR
SKIES SOLAR, INC.

    2009
EQUITY INCENTIVE PLAN

    


    NONQUALIFIED
STOCK OPTION AGREEMENT

    


    This
NONQUALIFIED STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of
the       day
of       ,
20     (the “Grant Date”), is between Clear Skies
Solar, Inc., a Delaware corporation (the “Company”),
and            (the
“Optionee”), a consultant or advisor to the Company or a Subsidiary of the
Company (a “Related Corporation”), pursuant to the Clear Skies Solar, Inc. 2009
Equity Incentive Plan (the “Plan”).

    


    WHEREAS,
the Company desires to give the Optionee the opportunity to purchase shares of
common stock of the Company, par value $0.001 (“Common Shares”) in accordance
with the provisions of the Plan, a copy of which is attached
hereto;

    


    NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set forth and
for other good and valuable consideration, the parties hereto, intending to be
legally bound hereby, agree as follows:

    


    1.     Grant of
Option. The Company hereby
grants to the Optionee the right and option (the “Option”) to purchase all or
any part of an aggregate
of                             (          )
Common Shares. The Option is in all respects limited and conditioned as
hereinafter provided, and is subject in all respects to the terms and conditions
of the Plan now in effect and as it may be amended from time to time (but only
to the extent that such amendments apply to outstanding options). Such terms and
conditions are incorporated herein by reference, made a part hereof, and shall
control in the event of any conflict with any other terms of this Option
Agreement. The Option granted hereunder is intended to be a nonqualified stock
option (“NQSO”) and not an incentive stock option (“ISO”) as
such term is defined in section 422 of the Internal Revenue Code of 1986, as
amended (the “Code”).

    


    2.     Exercise
Price. The exercise price
of the Common Shares covered by this Option shall be
$       per share. It is the determination of
the committee administering the Plan (the “Committee”) that on the Grant Date
the exercise price was not less than the greater of (i) 100% of the “Fair Market
Value” (as defined in the Plan) of a Common Share, or (ii) the par value of a
Common Share.

    


    3.     Term. Unless earlier terminated pursuant to
any provision of the Plan or of this Option Agreement, this Option shall expire
on April 13, 2019 (the “Expiration Date”), which date is not more than 10 years
from the Grant Date. This Option shall not be exercisable on or after the
Expiration Date.

     

    4.     Exercise of
Option. The Option shall
vest according to the following schedule, provided that Optionee remains as a
member of the Chairman’s Advisory Council of the Company or a Related
Corporation from the date hereof through the applicable vesting
date:

    


    
      
        
          
            	
                    Date Installment Becomes Exercisable

                  	 	
                    Number of Shares

                  
	 
      	 	 
      	
                    Shares

                  
	 
      	 	
                    an additional

                  	
                    Shares

                  
	 
      	 	
                    an additional

                  	
                    Shares

                  


          

        

      

    

    


    5.     Method of Exercising
Option. Subject to the terms and conditions of this Option Agreement and
the Plan, the Option may be exercised by written notice to the Company at its
principal office. The form of such notice is attached hereto and shall state the
election to exercise the Option and the number of whole shares with respect to
which it is being exercised; shall be signed by the person or persons so
exercising the Option; and shall be accompanied by payment of the full exercise
price of such shares. Only full shares will be issued.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

    


    The
exercise price shall be paid to the Company:

    


    (a)    in cash, or by certified check, bank
draft, or postal or express money order;

    


    (b)    through the delivery of Common Shares
previously acquired by the Optionee;

    


    (c)    by delivering a properly executed
notice of exercise of the Option to the Company and a broker, with irrevocable
instructions to the broker promptly to deliver to the Company the amount
necessary to pay the exercise price of the Option;

    


    (d)    in Common Shares newly acquired by the
Optionee upon exercise of the Option; or

    


    (e)    in any combination of (a), (b), (c) or
(d) above.

    


    In the
event the exercise price is paid, in whole or in part, with Common Shares, the
portion of the exercise price so paid shall be equal to the Fair Market Value of
the Common Shares surrendered on the date of exercise.

     

    Upon
receipt of notice of exercise and payment, the Company shall deliver a
certificate or certificates representing the Common Shares with respect to which
the Option is so exercised. The Optionee shall obtain the rights of a
shareholder upon receipt of a certificate(s) representing such Common
Shares.

    


    Such
certificate(s) shall be registered in the name of the person so exercising the
Option (or, if the Option is exercised by the Optionee and if the Optionee so
requests in the notice exercising the Option, shall be registered in the name of
the Optionee and the Optionee’s spouse, jointly, with right of survivorship),
and shall be delivered as provided above to, or upon the written order of, the
person exercising the Option. In the event the Option is exercised by any person
after the death or disability (as determined in accordance with Section 22(e)(3)
of the Code) of the Optionee, the notice shall be accompanied by appropriate
proof of the right of such person to exercise the Option. All Common Shares that
are purchased upon exercise of the Option as provided herein shall be fully paid
and non-assessable.

    


    Upon
exercise of the Option, Optionee shall be responsible for all employment and
income taxes then or thereafter due (whether Federal, State or local), and if
the Optionee does not remit to the Company sufficient cash (or, with the consent
of the Committee, Common Shares) to satisfy all applicable withholding
requirements, the Company shall be entitled to satisfy any withholding
requirements for any such tax by disposing of Common Shares at exercise,
withholding cash from Optionee’s salary or other compensation or such other
means as the Committee considers appropriate to the fullest extent permitted by
applicable law. Nothing in the preceding sentence shall impair or limit the
Company’s rights with respect to satisfying withholding obligations under
Section 10 of the Plan.

    


    6.     Non-Transferability
of Option. This Option is
not assignable or transferable, in whole or in part, by the Optionee other than
by will or by the laws of descent and distribution. During the lifetime of the
Optionee, the Option shall be exercisable only by the Optionee or, in the event
of his or her disability, by his or her guardian or legal
representative.

    


    7.     Termination
of Services. If the
Optionee’s services with the Company and all Related Corporations are terminated
for any reason (other than death or disability) prior to the Expiration Date,
then this Option may be exercised by Optionee, to the extent of the number of
Common Shares with respect to which the Optionee could have exercised it on the
date of such termination of services, at any time prior to the earlier of (i)
the Expiration Date, or (ii) three months after such termination of services.
Any part of the Option that was not exercisable immediately before the
termination of Optionee’s services shall terminate at that
time.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    8.     Disability. If the Optionee becomes disabled (as
determined in accordance with section 22(e)(3) of the Code) during the period of
his or her service and, prior to the Expiration Date, the Optionee’s services
are terminated as a consequence of such disability, then this Option may be
exercised by the Optionee or by the Optionee’s legal representative, to the
extent of the number of Common Shares with respect to which the Optionee could
have exercised it on the date of such termination of services, at any time prior
to the earlier of (i) the Expiration Date or (ii) one year after such
termination of services. Any part of the Option that was not exercisable
immediately before the Optionee’s termination of services shall terminate at
that time.

    


    9.     Death. If the Optionee dies during the
period of his or her services and prior to the Expiration Date, or if the
Optionee’s services are terminated for any reason (as described in Paragraphs 7
and 8) and the Optionee dies following his or her termination of services but
prior to the earliest of (i) the Expiration Date, or (ii) the expiration of the
period determined under Paragraph 7 or 8 (as applicable to the Optionee), then
this Option may be exercised by the Optionee’s estate, personal representative
or beneficiary who acquired the right to exercise this Option by bequest or
inheritance or by reason of the Optionee’s death, to the extent of the number of
Common Shares with respect to which the Optionee could have exercised it on the
date of his or her death, at any time prior to the earlier of (i) the Expiration
Date or (ii) one year after the date of the Optionee’s death. Any part of the
Option that was not exercisable immediately before the Optionee’s death shall
terminate at that time.

    


    10.     Securities
Matters. (a) If, at any
time, counsel to the Company shall determine that the listing, registration or
qualification of the Common Shares subject to the Option upon any securities
exchange or under any state or federal law, or the consent or approval of any
governmental or regulatory body, or that the disclosure of non-public
information or the satisfaction of any other condition is necessary as a
condition of, or in connection with, the issuance or purchase of Common Shares
hereunder, such Option may not be exercised, in whole or in part, unless such
listing, registration, qualification, consent or approval, or satisfaction of
such condition shall have been effected or obtained on conditions acceptable to
the Board of Directors. The Company shall be under no obligation to apply for or
to obtain such listing, registration or qualification, or to satisfy such
condition. The Committee shall inform the Optionee in writing of any decision to
defer or prohibit the exercise of an Option. During the period that the
effectiveness of the exercise of an Option has been deferred or prohibited, the
Optionee may, by written notice, withdraw the Optionee’s decision to exercise
and obtain a refund of any amount paid with respect thereto.

    


    (b)     The Company may require: (i) the
Optionee (or any other person exercising the Option in the case of the
Optionee’s death or Disability) as a condition of exercising the Option, to give
written assurances, in substance and form satisfactory to the Company, to the
effect that such person is acquiring the Common Shares subject to the Option for
his or her own account for investment and not with any present intention of
selling or otherwise distributing the same, and to make such other
representations or covenants; and (ii) that any certificates for Common Shares
delivered in connection with the exercise of the Option bear such legends, in
each case as the Company deems necessary or appropriate, in order to comply with
federal and applicable state securities laws, to comply with covenants or
representations made by the Company in connection with any public offering of
its Common Shares or otherwise. The Optionee specifically understands and agrees
that the Common Shares, if and when issued upon exercise of the Option, may be
“restricted securities,” as that term is defined in Rule 144 under the
Securities Act of 1933 and, accordingly, the Optionee may be required to hold
the shares indefinitely unless they are registered under such Securities Act of
1933, as amended, or an exemption from such registration is
available.

     

    (c)     The Optionee shall have no rights as a
shareholder with respect to any Common Shares covered by the Option (including,
without limitation, any rights to receive dividends or non-cash distributions
with respect to such shares) until the date of issue of a stock certificate to
the Optionee for such Common Shares. No adjustment shall be made for dividends
or other rights for which the record date is prior to the date such stock
certificate is issued.

    


    11.     Governing Law. This
Option Agreement shall be governed by the applicable Code provisions to the
maximum extent possible. Otherwise, the laws of the State of Delaware (without
reference to the principles of conflict of laws) shall govern the operation of,
and the rights of the Optionee under, the Plan and Options granted
thereunder.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    IN
WITNESS WHEREOF, the Company and the Optionee have caused this Nonqualified
Stock Option Agreement to be duly executed by its duly authorized officers as of
the date first above written.

    


    
      
        
          
            
              
                	
                        CLEAR
      SKIES SOLAR, INC.

                      	 	
                        OPTIONEE

                      
	 
      	 
      	 	 
      
	 
      	 
      	 	 
      
	
                        By:

                      	 
      	 	 
      
	 
      	
                        Ezra
      Green

                      	 	 
      
	 
      	
                        Chairman
      and Chief Executive Officer

                      	 	 
      


              

            

          

        

      

    

     


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    


    CLEAR
SKIES SOLAR, INC.

    2009
EQUITY INCENTIVE PLAN

    


    Notice of
Exercise of Nonqualified Stock Option

    


    I hereby
exercise the nonqualified stock option granted to me pursuant to the
Nonqualified Stock Option Agreement dated as of ______________ __, 20__, by
Clear Skies Solar, Inc. (the “Company”), with respect to the following number of
shares of the Company’s common stock (“Shares”), par value $0.001 per Share,
covered by said option:

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Number
      of Shares to be purchased:

                              	 	
                                 

                              	 
	 
      	 	 	 
	
                                Purchase
      price per Share:

                              	 	$	 	 
	 
      	 	 	 	 
	
                                Total
      purchase price:

                              	 	$	 	 


                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
          	
                  ____

                	
                  A.

                	
                  Enclosed is cash or my certified
      check, bank draft, or postal or express money order in the amount of
      $__________ in full/partial [circle
      one] payment for
      such Shares;

                


        

        


        and/or

        
          


          
            
              
                	
                        ____

                      	
                        B.

                      	
                        Enclosed is/are   Share(s) with a total fair
      market value of $  on the date hereof in
      full/partial [circle
      one] payment for
      such
Shares;

                      


              

            

          

        

        


        and/or

        
          
            


            
              
                
                  	
                          ____

                        	
                          C.

                        	
                          I have provided notice to   [insert name of
      broker], a broker,
      who will render full/partial [circle
      one] payment for
      such Shares. [Optionee
      should attach to the notice of exercise provided to such broker a copy of
      this Notice of Exercise and irrevocable instructions to pay to the Company
      the full exercise
price.]

                        


                

              

            

          

           

        

        and/or

        
          
            


            
              
                
                  	
                          ____

                        	
                          D.

                        	
                          I elect to satisfy
      the payment for Shares purchased hereunder by having the Company withhold
      newly acquired Shares pursuant to the exercise of the
      Option.

                        


                

              

            

          

        

      

    

     

    Please have the certificate or
certificates representing the purchased Shares registered in the following name
or names* :
                                           ; and
sent to                                                 .

     

    
      
        
          
            
              	
                      DATED:________
      ___, 20__

                    	 
      	
                       

                    
	 
      	 
      	
                      Optionee’s
      Signature

                    


            

          

        

      

    

    _______________________

    *Certificates
may be registered in the name of the Optionee alone or in the joint names (with
right of survivorship) of the Optionee and his or her spouse.


    
      
         


      

      
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