4 West
Rockland Road, 1st Floor, Montchanin, Delaware 19710




Phone:  (302)
656-1708    Fax:  (302) 656-1703








Certificate of Stock Option
Award


Under
the Acorn Energy, Inc. Amended and Restated 2006 Stock Option Plan for
Non-Employee Directors (the “Plan”)







[Name
of Director]





You have
been granted an option ("Option") to buy shares of the Common Stock of Acorn
Energy, Inc. as follows:





Date
      of GrantStock
      Option Agreement
            Nonqualified
      Stock OptionOption
      Price per Share
            $Total
      Number of Options Granted
            10,000Expiration
      Date
            [10
      years from grant]








VESTING
SCHEDULE


Cumulative AmountOptions Available
                  
                  
                  of Options AvailableOn or After
                  
                  For Exercise
                  
                  
                  For ExerciseDate
      of Grant
                  
                  
                  0
                  
                  
                  
                  0[10
      years from grant]
                  
                  
                  10,000
                  
                  
                  
                  10,000





By your
signature and Acorn’s signature below, you and Acorn agree that this Option is
granted under and governed by the terms and conditions of the Option Award
Agreement, which is attached hereto, and the Plan.




ACORN
      ENERGY, INC.
                    
                    OPTIONEEBy:Name:
                    
                    Name:Title:







NONQUALIFIED
OPTION AWARD AGREEMENT




(Issued
Pursuant to the Acorn Energy, Inc. 2006 Stock Option Plan for Non-Employee
Directors, asamended and restated effective November 3, 2008)




THIS OPTION AWARD AGREEMENT
("Agreement"), effective as of the date (the "Effective Date") set forth in the
Certificate to which this Agreement is attached (the "Certificate"), represents
the grant of a nonqualified stock option ("Option") by Acorn Energy, Inc., a
Delaware corporation (the "Company"), to the person named in the Certificate
(the "Participant"), subject to the terms and conditions set forth below and
pursuant to the provisions of the Company’s 2006 Stock Option Plan for
Non-Employee Directors, originally adopted by the Company's Board of Directors
on February 8, 2007, amended and restated by the Board of Directors in September
2008 and approved by shareholders on November 3, 2008 (the "Plan"). The Plan
also incorporates certain provisions of the Company’s 2006 Stock Incentive Plan,
as amended and restated effective November 3, 2008 (sometimes referred to herein
as the “Omnibus Plan”), pursuant to which the Company may make equity awards to
Employees, Directors or Third Party Service Providers generally. The Option
granted hereby is intended to be an "NQSO" as such term is defined in the Plan
and is not intended to be an "Incentive Option" as such term is defined in the
Plan.




All
capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Plan. The parties hereto agree as follows:




1.    General Option Grant
Information. The individual named in the Certificate has been selected to
be a Participant in the Plan and receive a nonqualified option grant as
specified in the Certificate.





2.    Grant of Option. The Company
hereby grants to the Participant an Option to purchase the number of Shares set
forth in the Certificate, exercisable at the stated Option Price, which is equal
to or greater than one hundred percent (100%) of the Fair Market Value of a
Share on the Grant Date specified in the Certificate, as determined in the
manner and subject to the terms and conditions of the Plan and this
Agreement.




3.    Option Term. The term of this
Option begins as of the Effective Date and continues through the Expiration Date
as specified in the Certificate, unless sooner terminated in accordance with the
terms of this Agreement.




4.    Vesting Period. (a) In General. Subject to
the terms of this Agreement and the Plan, this Option shall vest and be
exercisable as indicated in the Certificate.  For the specified
vesting to occur on any vesting date set forth therein, the Participant must be
continuously serving as an Eligible Director or otherwise employed by or serving
as an Employee, Director or Third Party Service Provider of the Company or any
of its Affiliates from the Effective Date through such vesting date. If the
Participant's employment or service as an Employee, Director or Third Party
Service Provider terminates before the last vesting date set forth in the
Certificate, the portion of the Option granted hereby that is unvested as of the
date of termination shall be automatically forfeited.


2




5.    (b) No Partial
Vesting.  Except as may be otherwise set forth herein or in the
Plan, in no event shall the Participant have any rights to exercise any portion
of the Option granted hereunder prior to the date such portion vests pursuant to
the Vesting Schedule set forth in the Certificate.





6.    Exercise. The Participant, or
the Participant's representative upon the Participant's death or disability, may
exercise this Option at any time prior to the termination of the Option, subject
to and as provided in Sections 3 and 8.




7.    How to Exercise. This Option
shall be exercised by written notice to the Committee or such other
administrator appointed by the Committee, specifying the number of Shares
subject to this Option Participant desires to exercise. The Option Price for the
number of Shares with respect to which this Option is being exercised shall be
payable to the Company in full: (a) in cash or its equivalent;  (b) by
cashless (broker-assisted) exercise; (c) by tendering (either by actual delivery
or attestation) previously acquired Shares having an aggregate Fair Market Value
at the time of exercise equal to the Option Price (provided that except as
otherwise determined by the Committee, the Shares that are tendered must have
been held by the Participant for at least six months prior to their tender to
satisfy the Option Price or have been purchased on the open market) or (d) by
any other method approved or accepted by the Committee in its sole discretion,
including, without limitation, net exercise. In no event may the Option be
exercised for a fraction of a share.




Unless
otherwise determined by the Committee, all cash payments under all of the
methods indicated above shall be paid in United States dollars.




8.    Nontransferability. (a) In General. Except as may
be provided in Section 7(b) below, this Option may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated, other than by will or
by the laws of descent and distribution, except as provided in the Plan. No
assignment or transfer of this Option in violation of this Section 7, whether
voluntary or involuntary, by operation of law or otherwise, except by will or
the laws of descent and distribution or as otherwise required by applicable law,
shall vest in the assignee or transferee any interest whatsoever.





(b) Transfers With The Consent of
the Committee. With the prior written consent of the Committee, the
Option granted hereby may be transferred by the Participant to any person or
entity specified in such prior written consent (each, a "Permitted Assignee");
provided, however, that if such consent is granted, the Permitted Assignee shall
be subject to the terms of this Agreement and the Plan unless an exception is
granted in writing by the Committee.




3


8.    Termination of
Option. (a) Termination
for Cause. Except as may otherwise be provided in a written agreement
between the Company (or any Affiliate) and Participant, in the event of the
termination of the Participant's service as an Employee, Director or Third Party
Service Provider for “cause”, this Option and all rights granted hereunder shall
be forfeited and deemed cancelled and no longer exercisable on the date of such
termination, unless the Committee determines otherwise. For purposes of this
Agreement, the term "cause" shall have the meaning set forth in any employment,
consulting or similar agreement between the Company (or any Affiliate) and the
Participant or, in the event there is no such agreement (or if any
such  agreement does not contain a definition of “cause”), the term
“cause” shall mean (i) Participant’s conviction of, guilty or no contest plea
to, or confession of guilt of, any felony or other crime involving moral
turpitude, (ii) an act or omission by Participant in connection with
Participant’s employment with or service to the Company or its Affiliates that
constitutes fraud, criminal conduct, breach of fiduciary duty, dishonesty, gross
negligence, malfeasance or willful misconduct, in each case, which the Company
determines in good faith to be materially harmful or detrimental to the Company
or (iii) material breach by Participant of any agreement with the Company or its
Affiliates or continuing failure by Participant to perform such duties as are
properly assigned to Participant, in each case, if curable, after having failed
to cure the same within 30 days following notice from the
Company.  Any determination of “cause” shall be made in the sole good
faith discretion of the Committee.




(b)  Termination Without Cause.
Unless otherwise determined by the Committee, in the event of the termination of
the Participant's service as an Employee, Director or Third Party Service
Provider other than for cause or other than as a result of the Participant's
death or disability, this Option and all rights granted hereunder shall be
forfeited and deemed cancelled and no longer exercisable on the day which is 18
months after the date of such termination, provided, however, that (i) in no
instance may the term of this Option, as so extended, exceed the Expiration
Date, and (ii) only Option(s) not previously expired or exercised, to the extent
vested and exercisable on the date of termination, shall be exercisable (i.e. no
vesting shall occur during the aforementioned 18-month post-termination
period).





(c)  Death. In the event the
Participant dies while serving as an Employee, Director or Third Party Service
Provider, the Option to the extent not previously expired or exercised shall, to
the extent vested and exercisable on the date of death, be exercisable by the
estate of such Participant or by any person who acquired such Option by bequest
or inheritance, or by the Permitted Assignee, at any time within 18 months after
the death of the Participant, unless earlier terminated pursuant to its terms,
provided, however, that in no instance may the term of the Option, as so
extended, exceed the date of expiration set forth in Section 3
above.


4




(d)  Disability. In the event the
Participant ceases to perform services of any kind (whether as an Employee,
Director or Third Party Service Provider) for the Company or any of its
Subsidiaries or Affiliates due to permanent and total disability, the
Participant, or his guardian or legal representative, or a Permitted Assignee,
shall have the unqualified right to exercise the vested portion of the Option,
to the extent not previously exercised or expired, as of the first date of
permanent and total disability (as determined in the sole discretion of the
Committee), at any time within 18 months after the first date of permanent and
total disability, unless earlier terminated pursuant to its terms, provided,
however, that in no instance may the term of the Option, as so extended, exceed
the date of expiration set forth in Section 3 above. For purposes of this
Agreement, the term "permanent and total disability" means the Participant is
unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than 12 months, and the permanence and degree of which shall be
supported by medical evidence satisfactory to the Committee. Notwithstanding
anything to the contrary set forth herein, the Committee shall determine, in its
sole and absolute discretion, (i) whether the Participant has ceased to perform
services of any kind due to a permanent and total disability and, if so, (ii)
the first date of such permanent and total disability.





9.   
Administration. This Agreement and the rights of the Participant
hereunder and under the Certificate are subject to all the terms and conditions
of the Plan, as the same may be amended from time to time, as well as to such
rules and regulations as the Committee may adopt for administration of the Plan.
It is expressly understood that the Committee is authorized to administer,
construe, and make all determinations necessary or appropriate to the
administration of the Plan, this Agreement and the Certificate, all of which
shall be binding upon the Participant. Any inconsistency between the Agreement
or the Certificate (on the one hand) and the Plan (on the other hand) shall be
resolved in favor of the Plan.





10.  Reservation of
Shares. The Company hereby agrees that at all times there shall be
reserved for issuance and/or delivery upon exercise of this Option such number
of Shares as shall be required for issuance or delivery upon exercise
hereof.




11. Adjustments. The
terms of this Option, including the number and kind of underlying shares as well
as the Option Price, shall be subject to adjustment under the circumstances and
in accordance with the provisions of Section 4.4 and 17.2 of the Omnibus
Plan.  This Option is also subject to cancellation under the
circumstances and in accordance with the provisions of Section 4.4 of the
Omnibus Plan.





12.   Amendment.
Except to the extent necessary to avoid the imposition of additional tax and/or
interest under Section 409A of the Code with respect to Awards that are treated
as nonqualified deferred compensation, no termination, amendment, suspension, or
modification of the Plan or this Agreement shall adversely affect in any
material way the Option granted under this Agreement without the written consent
of the Participant holding such Options. Notwithstanding the foregoing, the
Committee may make adjustments to the Option granted under this Agreement to
take account of certain events as contemplated by Sections 4.4 and 17.2 of the
Omnibus Plan.




13.  Notices. Any notice which
either party hereto may be required or permitted to give to the other shall be
in writing, and may be delivered personally or by mail, postage prepaid, or
overnight courier, addressed as follows: if to the Company, at its office at 4
West Rockland Road, 1st Floor, Montchanin, Delaware  19710, Attn:
Michael Barth, CFO, or at such other address as the Company by notice to the
Participant may designate in writing from time to time; and if to the
Participant, at the address shown below his or her signature on the Certificate,
or at such other address as the Participant by notice to the Company may
designate in writing from time to time. Notices shall be effective upon
receipt.




5


14.  Withholding Taxes. To the
extent required by law, the Company shall have the right to withhold from wages
or other amounts otherwise payable to the Participant (or a Permitted Assignee
thereof), or otherwise require such Participant or Permitted Assignee to pay,
any Withholding Taxes arising as a result of the grant or exercise of this
Option, or any other taxable event occurring pursuant to the Plan, this
Agreement or the Certificate.  If, notwithstanding the foregoing, the
Participant (or a Permitted Assignee thereof) shall fail to actually or
constructively make such tax payments as are required, the Company (or its
Affiliates or Subsidiaries) shall, to the extent permitted by law, have the
right to deduct any such Withholding Taxes from any payment of any kind
otherwise due to such Participant or to take such other action as may be
necessary to satisfy such Withholding Taxes. In satisfaction of the requirement
to pay Withholding Taxes, the Participant (or Permitted Assignee) may make a
written election, which may be accepted or rejected in the discretion of the
Committee, (i) to have withheld a portion of any Shares or other payments then
issuable to the Participant (or Permitted Assignee) pursuant to any Award, or
(ii) to tender other Shares to the Company (either by actual delivery or
attestation, in the sole discretion of the Committee, provided that, except as
otherwise determined by the Committee, the Shares that are tendered must have
been held by the Participant for at least six (6) months prior to their tender
to satisfy the Option Price or have been purchased on the open market), in
either case having an aggregate Fair Market Value equal to the Withholding
Taxes.





15.  Registration; Legend. The
Company may postpone the issuance and delivery of Shares upon any exercise of
this Option until (a) the admission of such Shares to listing on any stock
exchange or exchanges on which Shares of the Company of the same class are then
listed and (b) the completion of such registration or other qualification of
such Shares under any state or federal law, rule or regulation as the Company
shall determine to be necessary or advisable. The Participant shall make such
representations and furnish such information as may, in the opinion of counsel
for the Company, be appropriate to permit the Company, in light of the then
existence or non-existence with respect to such Shares of an effective
Registration Statement under the Securities Act of 1933, as amended, to issue
the Shares in compliance with the provisions of that or any comparable
act.





The
Company may cause the following or a similar legend to be set forth on each
certificate representing Shares or any other security issued or issuable upon
exercise of this Option unless counsel for the Company is of the opinion as to
any such certificate that such legend is unnecessary:




6


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS
ESTABLISHED BY AN OPINION FROM COUNSEL TO THE COMPANY.







16. Miscellaneous. (a) Neither
this Agreement nor the Certificate shall confer upon the Participant any right
to continuation of employment by the Company, nor shall this Agreement interfere
in any way with the Company's right to terminate the Participant's employment at
any time.





(b)  The
Participant shall have no rights as a stockholder of the Company with respect to
the Shares subject to this Agreement until such time as the purchase price has
been paid, and the Shares have been issued and delivered to the
Participant.





(c)   This
Agreement and the Certificate shall be subject to all applicable laws, rules,
and regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.




(d)   To
the extent not preempted by federal law, this Agreement and the Certificate
shall be governed by, and construed in accordance with, the laws of the State of
New York, without regard to the principles of conflicts of law which might
otherwise apply.  The Participant submits to the exclusive
jurisdiction and venue of the federal or state courts of New York, as determined
by the Company in its sole discretion, to resolve any and all issues that may
arise out of or relate to the Plan, this Agreement or the
Certificate.




(e)   All
obligations of the Company under the Plan, this Agreement and the Certificate
with respect to this Option shall be binding on any successor to the Company,
whether the existence of such successor is the result of a direct or indirect
purchase, merger, consolidation, or otherwise, of all or substantially all of
the business and/or assets of the Company.




(f)   The
provisions of this Agreement and the Certificate are severable and if any one or
more provisions are determined to be illegal or otherwise unenforceable, in
whole or in part, the remaining provisions shall nevertheless be binding and
enforceable.




(g)  By
accepting this Award or other benefit under the Plan, the Participant and each
person claiming under or through the Participant shall be conclusively deemed to
have indicated their acceptance and ratification of, and consent to, any action
taken under the Plan by the Company, the Board or the Committee.





(h)  The
Participant, every person claiming under or through the Participant, and the
Company hereby waives to the fullest extent permitted by applicable law any
right to a trial by jury with respect to any litigation directly or indirectly
arising out of, under, or in connection with the Plan, this Agreement or the
Certificate.




7


17. Exculpation. This Option
and all documents, agreements, understandings and arrangements relating hereto
have been issued on behalf of the Company by officers acting on its behalf, and
not by any person individually. None of the Directors, officers or stockholders
of the Company, nor the directors, officers or stockholders of any subsidiary or
affiliate of the Company, shall be bound or have any personal liability
hereunder. Each party hereto shall look solely to the assets of the Company for
satisfaction of any liability of the Company in respect of this Option and all
documents, agreements, understanding and arrangements relating hereto and will
not seek recourse or commence any action against any of the Directors, officers
or stockholders of the Company or any of the directors, officers or stockholders
of any subsidiary or affiliate of the Company, or any of their personal assets
for the performance or payment of any obligation hereunder or thereunder. The
foregoing shall also apply to any future documents, agreements, understandings,
arrangements and transactions between the parties hereto.





18. Captions. The captions in
this Agreement are for convenience of reference only, and are not intended to
narrow, limit or affect the substance or interpretation of the provisions
contained herein.


8