US
SOLARTECH, INC.

     

    NON-QUALIFIED
STOCK OPTION AGREEMENT

     

    
      
        

      

       

    

    1. Grant of Option. US
SolarTech, Inc., a Delaware corporation (the “Company”), hereby grants to the
Optionee named in the Notice of Grant attached hereto (the “Optionee”), an
option (the “Option”) to purchase the total number of shares (the “Shares”) of
Common Stock of the Company, par value $.0001 per share (the “Stock”) set forth
in the Notice of Grant, at the exercise price per share set forth in the Notice
of Grant (the “Exercise Price”) subject to the terms, definitions and provisions
of this Agreement and the Notice of Grant which is incorporated in this
Agreement by reference. In the event of a conflict between the terms of the
Notice of Grant and the terms of this Agreement, the terms of the Notice of
Grant shall govern. Unless otherwise defined in this Agreement, the terms used
in this Agreement shall have the meanings defined in the Notice of
Grant. 

     

    2.  Option Term.  The
term of the Option and of this Option Agreement (the “Option Term”) shall
commence on the Date of Grant set forth in the Notice of Grant (the "Date of
Grant") and, unless the Option is previously terminated pursuant to the terms of
this Agreement or the Notice of Grant, shall terminate upon the expiration of
five (5) years from the Date of Grant or such different period as set forth in the Notice of Grant
(the “Expiration Date”).  As of the Expiration Date, all rights of the
Optionee hereunder shall terminate.

     

    3. Conditions to
Exercisability.
Subject to Section 4 below, the Options shall vest and become exercisable
during the Option Term in
accordance with the Exercise Schedule set forth in the Notice of Grant (the
“Exercise Schedule”).  Except as otherwise provided herein and
in the Notice of Grant, the right of the Optionee to purchase Shares with
respect to which the Option has become exercisable and vested may be exercised
in whole or in part at any time or from time to time prior to the Expiration
Date; provided, however, that the Option may not be exercised for a fraction of
a Share.

     

    4. Continuance of Employment/Service
Required. Except as specifically provided in the Notice of Grant, the
Vesting Schedule requires continued employment or service as a Director or
consultant through each applicable vesting date as a condition to the vesting of
the applicable installment of the Option and the rights and benefits under this
Agreement. Except as specifically provided in the Notice of Grant, employment or
service for only a portion of the vesting period, even if a substantial portion,
will not entitle the Optionee to any proportionate vesting or avoid or mitigate
a termination of rights and benefits upon or following a termination of
employment or services as provided in Sections 7 and 8 below.

     

    5. Method of Exercise. An Option
may be exercised, as to any or all full shares of the Stock as to which the
Option has become exercisable, by written notice delivered in person or by mail
to the Company’s transfer agent or other administrator designated by the
Company, specifying the number of shares of Stock with respect to which the
Option is being exercised.

     

    6. Medium and Time of Payment.
Unless otherwise provided in a Notice of Grant, full payment of the Exercise
Price for the shares of Stock being purchased shall be made at the time of
exercise and shall be made in cash or cash equivalents (including certified
check or bank check or wire transfer of immediately available
funds).  Notwithstanding the foregoing, the Company reserves the right
to restrict the methods of payment of the exercise price if necessary or
advisable to comply with applicable law or regulation, as determined by the
Company in its sole discretion.


    
      
         


      

      
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    7. Termination. Except as
provided in this Section 7 and in Section 8 hereof, an Option may not
be exercised unless the Optionee is then in the employ of or maintaining a
director or consultant relationship with the Company and unless the Optionee has
remained continuously so employed or in the director or consultant relationship
since the date of grant of the Option. In the event that the employment or
consultant relationship of a Optionee shall terminate (other than by reason of
death or Disability), all Options of such Optionee that are exercisable at the
time of Optionee’s termination may, unless earlier terminated in accordance with
their terms, be exercised within one hundred eighty (180) days after the
date of such termination or such different period as set forth in the Notice of Grant.
To the extent that the Optionee
was not entitled to exercise this Option at the date of such termination, or if
the Optionee does not exercise this Option within the time specified herein or
in the Notice of Grant, as applicable, the Option shall
terminate.

     

    8. Death or Disability of
Optionee. If the Optionee shall die while employed by, or maintaining a
director or consultant relationship with, the Company, or within thirty
(30) days after the date of termination of such Optionee’s employment,
director or consultant relationship or within such different period as set forth in the Notice of Grant,
or if the Optionee’s employment, director or consultant relationship shall
terminate as a result of the total and permanent disability "Disability" of the
Optionee (as defined in Section 22(e)(3) of theInternal Revenue Code, unless
otherwise provided under the Notice of Grant), all Options theretofore granted
to the Optionee (to the extent otherwise exercisable) may, unless earlier
terminated in accordance with their terms, be exercised by the Optionee or by
the Optionee’s estate or by a person who acquired the right to exercise such
Options by bequest or inheritance or otherwise by result of death or Disability
of the Optionee, at any time within 180 days after the death or Disability of
the Optionee or such different period as set forth in the Notice of Grant.
In the event that an Option granted hereunder shall be exercised by the legal
representatives of a deceased or former Optionee, written notice of such
exercise shall be accompanied by a certified copy of letters testamentary or
equivalent proof of the right of such legal representative to exercise such
Option. To the extent that the
Optionee was not entitled to exercise this Option at the date of such Optionee's
death or Disability, or if the Option is not exercised within the time specified
herein or in the Notice of Grant, as applicable, the Option shall
terminate.

     

    9. Withholding Taxes. No later
than the date of exercise of an Option, the Optionee will pay to the Company or
make arrangements satisfactory to the Company regarding payment of any federal,
state or local taxes of any kind required by law to be withheld upon the
exercise of an Option. Alternatively, solely to the extent permitted or required
by law, the Company may deduct the amount of any federal, state or local taxes
of any kind required by law to be withheld upon the exercise of an Option from
any payment of any kind due to the Optionee. In any case where a tax is required
to be withheld in connection with the delivery of shares of Stock, the Company
may in its sole discretion grant to the Optionee the right to elect to have the
Company reduce the number of shares to be delivered by (or otherwise reacquire)
the appropriate number of shares valued at their then fair market value to
satisfy such withholding obligation.

     

    10. Adjustment to Option
Shares.  If and to the extent that the number of issued shares
of stock of the Company shall be increased or reduced by change in par value,
split up, reclassification, distribution of a dividend payable in stock, or the
like, the number of shares subject to option and the option price per share
hereunder shall be proportionately adjusted.  If the Company is
reorganized or consolidated or merged with another corporation, the Optionee
shall be entitled to receive options covering shares of such reorganized,
consolidated, or merged company in the same proportion, at an equivalent price,
and subject to the same conditions.


    
      
         


      

      
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    11. Transferability of Options.
Stock Options may not be sold, pledged, assigned, hypothecated, transferred or
disposed of in any manner other than to an "immediate family member" of
Optionee, as hereinafter defined, or to a trust or other estate planning entity
created for the benefit of the Optionee or one or more members of his immediate
family, provided that, in all cases, such transferee executes a written consent
to be bound by the terms of this Agreement.  For purposes of this
Section 11, an immediate family member shall be limited to an Optionee's spouse
and children below 21 years of age living in Optionee's household.

     

    12.  No Additional Employment
Rights. Except as otherwise provided in the Notice of Grant, the vesting
of Shares pursuant to the Vesting Schedule is earned only by continuing as an
employee, director or consultant at the will of the Company (not through the act
of being hired, being granted this Option or acquiring Shares under this
Agreement). Nothing in this Agreement, nor in the Notice of Grant which is
incorporated in this Agreement by reference, shall confer upon the Optionee any
right with respect to continuation as an employee, director or consultant with
the Company, nor shall it interfere in any way with his or her right or the
Company’s right to terminate his or her employment or consulting relationship at
any time, with or without cause, subject to the terms of any Employment or
Consulting Agreement between the Company and the Optionee, if
applicable.

     

    13. Compliance with Securities
Laws.  The issuance of this Option (and the shares of Stock
upon exercise of this Option) pursuant to this Agreement shall be subject to,
and shall comply with, any applicable requirements of any foreign and U.S.
federal and state securities laws, rules and regulations (including, without
limitation, the provisions of the Securities Act of 1933, the Securities
Exchange Act of 1934 and the respective rules and regulations promulgated
thereunder) and any other law or regulation applicable thereto.  As a
condition to the exercise of this Option, the Company may require the Optionee
to make any representation and warranty to the Company as may be required by any
applicable law or regulation.

    


    14. Entire Agreement. This
Agreement and the Notice of Grant contains all of the understandings between the
parties hereto pertaining to the matters referred to herein, and supersedes all
undertakings and agreements, whether oral or in writing, previously entered into
by them with respect thereto. The Optionee represents that, in executing this
Agreement, he does not rely and has not relied upon any representation or
statement not set forth herein made by the Company with regard to the subject
matter of this Agreement or otherwise.

     

                15.
Amendment or Modification,
Waiver. No provision of this Agreement may be amended or waived unless
such amendment or waiver is agreed to in writing, signed by the Optionee and by
a duly authorized officer of the Company. No waiver by any party hereto of any
breach by another party hereto of any condition or provision of this Agreement
to be performed by such other party shall be deemed a waiver of a similar of
dissimilar condition or provision at the same time, any prior time or any
subsequent time.

     

    16. Notices. Any and all notices,
designations, consents, offers, acceptances and any other communications
provided for herein or in the Notice of Grant shall be given in writing and
shall be delivered either personally or by registered or certified mail, postage
prepaid, which shall be addressed, in the case of the Company to both the Chief
Financial Officer and the General Counsel of the Company at the principal office
of the Company and, in the case of the Optionee, to the Optionee’s address
appearing on the books of the Company or to the Optionee’s residence or to such
other address as may be designated in writing by the Optionee.

     

    
      
         


      

      
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    17. Severability. If any
provision of this Agreement or the application of any such provision to any
party or circumstances shall be determined by any court of competent
jurisdiction to be invalid and unenforceable to any extent, the remainder of
this Agreement or the application of such provision to such person or
circumstances other than those to which it is so determined to be invalid and
unenforceable, shall not be affected thereby, and each provision hereof shall be
validated and shall be enforced to the fullest extent permitted by
law.

     

    18. Governing Law. This Agreement
shall be construed and governed in accordance with the laws of the state of New
York, without regard to principles of conflicts of laws.

     

    19. Arbitration.  Any
claim, controversy or dispute between the Optionee and the Company (including,
without limitation, its affiliates, officers, executives, representative or
agents) arising out of or relating to this Agreement, the Notice of Grant or any
matter relating to the foregoing shall be submitted to and settled by commercial
arbitration in a forum of the American Arbitration Association (“AAA”) located in the
State of New York and conducted in accordance with the National Rules for the
Resolution of Employment Disputes.  In such arbitration: (i) the
arbitrator shall have no authority to amend or modify any of the terms of this
Agreement, and (ii) the arbitrator shall have ten (10) business days from the
closing statements or submission of post-hearing briefs by the parties to render
his or her decision.  Any arbitration award shall be final and binding
upon the parties, and any court, state or federal, having jurisdiction may enter
a judgment on the award.

     

    20.  No Rights as
Shareholder. Optionee shall not have
any rights as a shareholder with respect to any share of Stock subject to the
Option prior to the date of issuance of a certificate evidencing ownership of
such Stock, and no adjustment will be made for dividends or other rights for
which the record date is prior to the date of the certificate, except as
provided in Section 10.

    


    21. Special Rules
Regarding Compliance
with
the Internal Revenue Code.

    


    (a)   Code
Section 409A.  It is intended that any and all benefits under
this Agreement either (i) shall not constitute “nonqualified deferred
compensation” within the meaning of Section 409A of the Internal Revenue Code
(“Section 409A”), and therefore are exempt from Section 409A,
(ii) are exempt from Section 409A or
(iii) comply
with the requirements of Section 409A.  In any event, all
provisions of this Agreement and the Notice of Grant shall be construed and
interpreted in a manner consistent with the requirements for avoiding taxes or
penalties under Section 409A unless and to the extent expressly provided
otherwise. Although the Company intends that Options will be exempt from, or
will comply with, the requirements of Section 409A of the Code, the Company does
not warrant that any Option will qualify for favorable tax treatment under
Section 409A of the Code or any other provision of federal, state, local or
foreign law. The Company shall not be liable to any Optionee for any tax,
interest, or penalties that Optionee might owe as a result of the grant,
holding, vesting, exercise, or payment of any award under the Plan.

    


    (b)            Federal
Excise Tax under Section 4999 of the Code.  In the event that any
acceleration of vesting of the Option and any other payment or benefit received
or to be received by a Optionee would subject the Optionee to any excise tax
pursuant to Section 4999 of the Code due to the characterization of such
acceleration of vesting, payment or benefit as an “excess parachute payment”
under Section 280G of the Code, the Optionee may elect, in his or her sole
discretion, to reduce the amount of any acceleration of vesting called for under
the Award in order to avoid such characterization. To aid the Optionee in making
any election called for under this Section 21(b), no later than the date of the
occurrence of any event that might reasonably be anticipated to result in an
“excess parachute payment” to the Optionee, the Company shall request a
determination in writing by independent public accountants selected by the
Optionee (the Accountants”). As soon as practicable thereafter, the Accountants
shall determine and report to the Company and the Optionee the amount of such
acceleration of vesting, payments and benefits which would produce the greatest
after-tax benefit to the Optionee. For the purposes of such determination, the
Accountants may rely on reasonable, good faith interpretations concerning the
application of Sections 280G and 4999 of the Code. The Company and the Optionee
shall furnish to the Accountants such information and documents as the
Accountants may reasonably request in order to make their required
determination. The Company shall bear all fees and expenses the Accountants may
reasonably charge in connection with their services contemplated by this Section
21(b).


    
      
         


      

      
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    22. Headings. All descriptive
headings of sections and paragraphs in this Agreement are intended solely for
convenience, and no provision of this Agreement is to be construed by reference
to the heading of any section or paragraph.

     

    23. Signature. This Agreement
shall be deemed executed by the Company and the Optionee upon execution by such
parties of the Notice of Grant attached to this Agreement.


    
      
         


      

      
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    US
SOLARTECH, INC.

     

    NOTICE OF NON-QUALIFIED STOCK
OPTION GRANT

    


    Richard Rozzi

    86 Pancake Hollow
Road

    Highlands, New York
12558

    


    You have been granted an option to
purchase Common Stock of US SolarTech, Inc., a Delaware corporation (the
“Company”), as follows:

    


    
      	
              Date of
    Grant:

            	 
      	
              June 30,
    2009

            
	 
      	 
      	 
      
	
              Exercise Price per
      Share:

            	 
      	
              $2.00

            
	 
      	 
      	 
      
	
              Total Number of Shares
      Granted:

            	 
      	
              100,000

            
	 
      	 
      	 
      
	
              Type of
    Option:

            	 
      	
              Non-Qualified Stock
      Option

            
	 
      	 
      	 
      
	
              Term/Expiration
      Date:

            	 
      	
              June 30,
    2012

            
	 
      	 
      	 
      
	
              Other
Terms:

            	 
      	 
      
	 
      	 
      	 
      
	
              Vesting
      Schedule:

            	 
      	
              Immediate
      vesting

            
	 
      	 
      	 
      
	
              Vesting on Termination of
      Employment:

            	 
      	
              No change to Section 7, except as
      provided under Miscellaneous, below

            
	 
      	 
      	 
      
	
              Termination
      Period:

            	 
      	
              No change to Section 7, except as
      provided under Miscellaneous, below

            
	 
      	 
      	 
      
	
              Miscellaneous:

            	 
      	
              The 180 days referred to Section 7
      is changed to 60 days

            
	 
      	 
      	 
      
	 
      	 
      	
              Section 8 with respect to
      Disability is not applicable

            


    

    


    By your signature and the signature of
the Company’s authorized officer below, you and the Company agree that
this Option is granted under and governed by the terms and conditions of
Non-Qualified
Stock Option Agreement, which are attached and made a part of this
document.


    
      
         


      

      
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                  US
      SOLARTECH, INC.

                
	
                   
     

                
	
                  By:

                	 
      
	 
      	
                  Name/Title:

                  Date:

                


        

      

    

     

    
      
        
          	
                  By:

                	 
      
	 
      	
                  Optionee:

                
	 
      	
                  Date:

                


        

      

    


    
      
         


      

      
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