OPEN
      ENERGY CORPORATION

    2006
      EQUITY INCENTIVE PLAN

    STOCK
      AWARD AGREEMENT FOR STOCK UNITS

    


    


    Unless
      otherwise defined herein, capitalized terms shall have the defined meaning
      set
      forth in the Open Energy Corporation 2006 Equity Incentive Plan.

     

    1.    NOTICE
      OF STOCK UNIT GRANT

    


    You
      have
      been granted Stock Units, subject to the terms and conditions of the Plan and
      this Stock Award Agreement, as follows:

     

    
      	
              Name
                of Awardee:

            	 
	
              Total Number of Stock
                Units Granted:

            	 
	
              Grant
                Date:

            	 
	
              Vesting Commencement Date:

            	 
	
              Vesting
                Schedule:

            	
              The
                first [25%]
                of
                the Stock Units subject to this Stock Award Agreement shall vest
                [on
                the Vesting Commencement Date],
                and [25%]
                of
                the Stock Units subject to this Stock Award Agreement shall vest
                [each
                year thereafter],
                subject to the Awardee continuing to be a Service Provider on such
                dates.

            


    

    


    2.    AGREEMENT

    


    2.1    Grant
      of Stock Units.
      Pursuant to the terms and conditions set forth in this Stock Award Agreement
      (including Section 1
      above)
      and the
      Plan, the Administrator hereby grants to the Awardee named in
      Section 1,
      on the
      Grant Date set forth in Section 1,
      the
      number of Stock Units set forth in Section 1.

    


    2.2    Purchase
      of Stock Units.
      No
      payment of cash is required for the Stock Units.

    


    2.3    Vesting/Delivery
      of Shares.

     

    General.
      The
      Awardee shall vest in the granted Stock Units in accordance with the vesting
      schedule set forth in Section 1
      above;
      provided, however, that the Awardee shall cease vesting in the granted Stock
      Units upon the Awardee's Termination of Service. [Notwithstanding
      the foregoing, the Awardee shall vest in all granted Stock Units if the Company
      is subject to a Change in Control before the Awardee's Termination of Service,
      and the Awardee is subject to a Termination of Service resulting from: (i)
      the
      Awardee's involuntary discharge by the Company (or the Affiliate employing
      him
      or her) for reasons other than Cause (defined below), death or Disability;
      or
      (ii) the Awardee's resignation for Good Reason (defined below) in anticipation
      of or within 24 months after the Change in Control.]
      Within
[60]
      days
      following the date on which the Awardee vests in a Stock Unit, the Company
      shall
      deliver to the Awardee one Share for each Stock Unit in which the Awardee
      becomes vested and such Stock Unit shall terminate.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    [The
      term
      "Cause" shall mean (1) the Awardee's theft, dishonesty, or falsification of
      any
      documents or records of the Company or any Affiliate; (2) the Awardee's improper
      use or disclosure of confidential or proprietary information of the Company
      or
      any Affiliate that results or will result in material harm to the Company or
      any
      Affiliate; (3) any action by the Awardee which has a detrimental effect on
      the
      reputation or business of the Company or any Affiliate; (4) the Awardee's
      failure or inability to perform any reasonable assigned duties after written
      notice from the Company or an Affiliate, and a reasonable opportunity to cure,
      such failure or inability; (5) any material breach by the Awardee of any
      employment or service agreement between the Awardee and the Company or an
      Affiliate, which breach is not cured pursuant to the terms of such agreement;
      (6) the Awardee's conviction (including any plea of guilty or nolo contendere)
      of any criminal act which impairs the Awardee's ability to perform his or her
      duties with the Company or an Affiliate; or (7) violation of a material Company
      policy. The term "Good Reason" shall mean, as determined by the Administrator,
      (A) a material adverse change in the Awardee's title, stature, authority, or
      responsibilities with the Company (or the Affiliate employing him or her);
      (B) a
      material reduction in the Awardee's base salary or annual bonus opportunity;
      or
      (C) receipt of notice that the Awardee's principal workplace will be relocated
      by more than 50 miles.]

    


    2.4    Forfeiture
      of Stock Units.
      The
      unvested Stock Units shall automatically be forfeited upon the Awardee's
      Termination of Service.

    


    2.5    No
      Interest in Company Assets.
      The
      Awardee shall have no interest in any fund or specific asset of the Company
      by
      reason of the Stock Units.

    


    2.6    No
      Rights as a Stockholder Before Delivery.
      The
      Awardee shall not have any right, title, or interest in, or be entitled to
      vote
      or receive distributions in respect of, or otherwise be considered the owner
      of,
      any of the shares of Common Stock covered by the Stock Units.

    


    2.7    Regulatory
      Compliance.
      The
      issuance of Common Stock pursuant to this Stock Award Agreement shall be subject
      to full compliance with all applicable requirements of law and the requirements
      of any stock exchange or interdealer quotation system upon which the Common
      Stock may be listed or traded.

    


    2.8    Withholding
      Tax.
      The
      Company's obligation to deliver any Shares upon vesting of Stock Units shall
      be
      subject to the satisfaction of all applicable federal, state, local, and foreign
      income and employment tax withholding requirements. The Awardee shall pay to
      the
      Company an amount equal to the withholding amount (or the Company may withhold
      such amount from the Awardee's salary) in cash. At the Administrator's
      discretion, the Awardee may pay the withholding amount with Shares; provided,
      however, that payment in Shares shall be limited to the withholding amount
      calculated using the minimum statutory withholding rates.

    


    
      
         

      

      
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    2.9    Plan.
      This
      Stock Award Agreement is subject to all provisions of the Plan, receipt of
      a
      copy of which is hereby acknowledged by the Awardee. The Awardee shall accept
      as
      binding, conclusive, and final all decisions and interpretations of the
      Administrator upon any questions arising under the Plan and this Stock Award
      Agreement.

    


    2.10    Successors.
      This
      Stock Award Agreement shall inure to the benefit of and be binding upon the
      parties hereto and their legal representatives, heirs, and permitted successors
      and assigns.

     

    2.11    Restrictions
      on Transfer.
      The
      Stock Units may not be sold, assigned, transferred, pledged, or otherwise
      encumbered, whether voluntarily or involuntarily, by operation of law or
      otherwise. No right or benefit under this Agreement shall be subject to
      transfer, anticipation, alienation, sale, assignment, pledge, encumbrance,
      or
      charge, whether voluntary, involuntary, by operation of law or otherwise, and
      any attempt to transfer, anticipate, alienate, sell, assign, pledge, encumber,
      or charge the same shall be void. No right or benefit hereunder shall in any
      manner be liable for or subject to any debts, contracts, liabilities, or torts
      of the person entitled to such benefits. Any assignment in violation of this
      Section 2.11
      shall be
      void.

    


    2.12    Restrictions
      on Resale.
      The
      Awardee agrees not to sell any Shares that have been issued pursuant to the
      vested Stock Units at a time when Applicable Laws, Company policies, or an
      agreement between the Company and its underwriters prohibit a sale. This
      restriction shall apply as long as the Awardee is a Service Provider and for
      such period after the Awardee's Termination of Service as the Administrator
      may
      specify.

    


    2.13    Section
      409A.
      Notwithstanding anything herein or in the Plan to the contrary, this Stock
      Award
      Agreement is intended to comply with the requirements of Section 409A of the
      Code, and shall be interpreted in a manner consistent with that
      intention.

    


    2.14    Entire
      Agreement; Governing Law.
      This
      Stock Award Agreement and the Plan constitute the entire agreement of the
      parties with respect to the subject matter hereof and supersede in their
      entirety all prior undertakings and agreements of the Company and the Awardee
      with respect to the subject matter hereof, and may not be modified adversely
      to
      the Awardee's interest except by means of a writing signed by the Company and
      the Awardee. This Stock Award Agreement is governed by the internal substantive
      laws, but not the choice of law rules, of California.

    


    2.15    No
      Guarantee of Continued Service.
      The
      vesting of the Stock Units pursuant to the vesting schedule hereof is earned
      only by continuing as a Service Provider at the will of the Company (and not
      through the act of being hired or being granted Stock Units). This Stock Award
      Agreement, the transactions contemplated hereunder, and the vesting schedule
      set
      forth herein constitute neither an express nor implied promise of continued
      engagement as a Service Provider for the vesting period, for any period, or
      at
      all, and shall not interfere with Awardee's right or the Company's right to
      terminate Awardee's relationship as a Service Provider at any time, with or
      without Cause.

    


    
      
         

      

      
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    By
      the
      Awardee's signature and the signature of the Company's representative below,
      the
      Awardee and the Company agree that this Award is granted under and governed
      by
      the terms and conditions of this Stock Award Agreement and the Plan. The Awardee
      has reviewed this Stock Award Agreement and the Plan in their entirety, has
      had
      an opportunity to obtain the advice of counsel before executing this Stock
      Award
      Agreement and fully understands all provisions of this Stock Award Agreement
      and
      the Plan. The Awardee hereby agrees to accept as binding, conclusive and final
      all decisions or interpretations of the Administrator upon any questions
      relating to this Stock Award Agreement and the Plan.

    


    The
      Awardee further agrees that the Company may deliver by email all documents
      relating to the Plan or this Award (including prospectuses required by the
      Securities and Exchange Commission) and all other documents that the Company
      is
      required to deliver to its security holders (including annual reports and proxy
      statements). The Awardee also agrees that the Company may deliver these
      documents by posting them on a web site maintained by the Company or by a third
      party under contract with the Company.

     

    
      	
              AWARDEE:

               

              ________________________________

              Signature

              ________________________________

              Printed
                Name

              ________________________________

              Residence
                Address

            	
              OPEN
                ENERGY CORPORATION

               

              By:________________________________  

               

              Its:________________________________  

            


    

    


    
      
         

      

      
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