OPEN
      ENERGY CORPORATION

    2006
      EQUITY INCENTIVE PLAN

    STOCK
      AWARD AGREEMENT FOR RESTRICTED STOCK

    


    


    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 RESTRICTED STOCK GRANT

    


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

     

    
      	
              Name
                of Awardee:

            	 
	
              Total Number of Shares Granted:

            	 
	
              Purchase
                Price per Share:

            	
              $ 

            
	
              Fair
                Market Value per Share:

            	
              $ 

            
	
              Grant
                Date:

            	 
	
              Vesting Commencement Date:

            	 
	
              Vesting
                Schedule:

            	
              [Subject
                to Section 2.8 below, the first [__]%
                of the Shares subject to this Stock Award Agreement shall vest on
                the
                Vesting Commencement Date, and [__]%
                of the Shares subject to this Stock Award Agreement shall vest each
                [month/quarter/year]
                thereafter, subject to the Awardee continuing to be a Service Provider
                on
                such dates. Vesting shall accelerate as provided in Section 2.3
                below.]

            


    

    


    2.    AGREEMENT

    


    2.1    Grant
      of Restricted Stock.
      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 Shares set forth in
      Section 1. The granted Shares may be subject to a purchase price, as set
      forth in Section 1.

    


    2.2    Purchase
      of Restricted Stock.
      If the
      granted Shares are subject to a purchase price, as set forth in
      Section 1
      above,
      the
      Awardee shall have the right to purchase such Shares at the specified purchase
      price in accordance with such procedures as may be established by the
      Administrator from time to time. During any California Qualification Period,
      the
      Awardee may not transfer the right to purchase Shares under this Award other
      than by will, by the laws of descent and distribution, or as permitted by Rule
      701 of the Securities Act of 1933, as amended, as the Administrator may
      determine.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    2.3    Vesting.
      The
      Awardee shall vest in the granted Shares in accordance with the vesting schedule
      provided for in Section 1
      above;
      provided, however, that the Awardee shall cease vesting in the granted Shares
      upon the Awardee's Termination of Service. [Notwithstanding
      the foregoing, the Awardee shall vest in all granted Shares 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.]

    


    [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    Risk
      of Forfeiture.

    


    (A)    General
      Rule.
      The
      granted Shares shall initially be subject to a risk of forfeiture. The Shares
      subject to a risk of forfeiture shall be referred to herein as "Restricted
      Shares." The Awardee may not transfer, assign, encumber, or otherwise dispose
      of
      any Restricted Shares other than in accordance with this Stock Award Agreement
      and the Plan. If the Awardee transfers any Restricted Shares in accordance
      with
      this Stock Award Agreement and the Plan, then this Section shall apply to the
      transferee to the same extent as to the transferor.

    


    (B)    Lapse
      of Risk of Forfeiture.
      The
      risk of forfeiture shall lapse as the Awardee vests in the granted Shares in
      accordance with the vesting schedule set forth in Section 1
      above.

    


    (C)    Forfeiture
      of Granted Shares.
      The
      Restricted Shares shall automatically be forfeited and immediately returned
      to
      the Company upon the Awardee's Termination of Service; provided that if any
      Restricted Shares were purchased by the Awardee, then upon the Awardee's
      Termination of Service, the Company shall have the right to repurchase such
      Restricted Shares at the original price paid by the Awardee at any time during
      the 90-day period following the date of the Awardee's Termination of Service,
      provided that during any California Qualification Period, the Company must
      exercise such right to repurchase for either cash or cancellation of purchase
      money indebtedness for such unvested Shares. The certificates evidencing the
      Restricted Shares shall have stamped on them a special legend referring to
      the
      Company's right of repurchase.

    


    
      
        
        

      

      
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    (D)    Additional
      Shares or Substituted Securities.
      In the
      event of a stock split, reverse stock split, stock dividend, recapitalization,
      combination, or reclassification of the Common Stock or any other increase
      or
      decrease in the number of issued and outstanding Shares effected without receipt
      of consideration by the Company, any new, substituted, or additional securities
      or other property (including money paid other than as an ordinary cash dividend)
      which are by reason of such transaction distributed with respect to any
      Restricted Shares or into which such Restricted Shares thereby become
      convertible shall immediately be subject to a risk of forfeiture as provided
      herein.

    


    (E)    Escrow.
      At the
      discretion of the Administrator, the certificates representing the granted
      Shares may, upon issuance, be deposited in escrow with the Company to be held
      in
      accordance with the provisions of this Stock Award Agreement. If the granted
      Shares are held in escrow, as provided in this subsection, any new, substituted
      or additional securities or other property described in Section 2.4(D) above
      shall immediately be delivered to the Company to be held in escrow, but only
      to
      the extent the granted Shares are at the time Restricted Shares. All regular
      cash dividends on Restricted Shares (or other securities) at the time held
      in
      escrow shall be paid directly to the Awardee and shall not be held in escrow.
      Restricted Shares, together with any other assets or securities held in escrow
      hereunder, shall be (i) surrendered to the Company for cancellation upon
      forfeiture thereof; or (ii) released to the Awardee upon request, but only
      to the extent that the granted Shares are no longer Restricted
      Shares.

    


    2.5    Leave
      of Absence.
      The
      Awardee shall not incur a Termination of Service when the Awardee goes on any
      bona fide leave of absence, if the leave was approved by the Company (or
      Affiliate employing him or her) in writing and if continued crediting of service
      is required by the terms of the leave or by applicable law. The Awardee shall
      incur a Termination of Service when the approved leave ends, however, unless
      the
      Awardee immediately returns to active work.

    


    2.6    Rights
      as a Stockholder.
      The
      Awardee shall have the rights of a stockholder of the Company, including the
      right to vote the granted Shares.

    


    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    Vesting
      if Sale Prohibited by Insider Trading Policy.
      The
      Company has established an Insider Trading Policy (as such policy may be amended
      from time to time, the "Policy") relative to trading while in possession of
      material, undisclosed information. The Policy prohibits officers, directors,
      employees, and consultants of the Company and its subsidiaries from trading
      in
      securities of the Company during certain "Blackout Periods" as described in
      the
      Policy. If a scheduled vesting date for Shares falls on a day during such a
      Blackout Period, then the Shares that would otherwise have vested on such date
      shall not vest on such date, but shall instead vest, provided the Awardee
      remains a Service Provider, on the second business day after the last day of
      the
      Blackout Period applicable to the Shares.

    


    
      
        
        

      

      
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    2.9    Withholding
      Tax.
      The
      Company's obligation to deliver the granted Shares or to remove any restrictive
      legends upon vesting of such Shares under the Plan 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.

    


    2.10    Certain
      Federal Income Tax Issues.

    


    (A)    Subject
      to provisions discussed in subsection (B) below, under Section 83 of the Code,
      the Awardee will recognize ordinary income upon transfer of the Shares to the
      Awardee, measured as the difference between the fair market value of the granted
      Shares on the date of transfer and the amount paid for the granted Shares,
      if
      any. The capital gain holding period will begin on the date of
      transfer.

    


    (B)    To
      the
      extent that the granted Shares are subject to a "substantial risk of forfeiture"
      (within the meaning of Section 83 of the Code) on the Grant Date, the Awardee
      will not recognize ordinary income until the granted Shares are no longer
      subject to a substantial risk of forfeiture (i.e., as the Shares vest). The
      Awardee's ordinary income is measured as the difference between the amount
      paid
      for the granted Shares, if any, and the fair market value of the granted Shares
      when such Shares are no longer subject to a substantial risk of forfeiture.
      The
      capital gain holding period for Shares subject to a substantial risk of
      forfeiture begins on the date when such Shares are no longer subject to a
      substantial risk of forfeiture.

    


    (C)    If
      the
      Shares are subject to a substantial risk of forfeiture, the Awardee may
      nonetheless accelerate his or her recognition of ordinary income, if any, and
      begin his or her capital gains holding period by timely filing an election
      pursuant to Section 83(b) of the Code (the "83(b) Election"). If the Awardee
      makes an 83(b) Election, the excess of (i) the
      fair market value of the granted Shares on the Grant Date over (ii) the
      purchase price, if any, paid for the granted Shares will be included in the
      Awardee's ordinary income. If the granted Shares are later forfeited, however,
      the Awardee will not be entitled to a tax deduction or a refund of the tax
      already paid. If the Awardee makes the 83(b) Election, the Awardee will not
      recognize any additional income when the granted Shares vest and any
      appreciation in the value of the granted Shares after the election is not taxed
      as compensation but instead is taxed as capital gain when the granted Shares
      are
      sold.

    


    (D)    The
      83(b)
      Election must be filed with the Internal Revenue Service within 30 days
      after the Shares are transferred. If the Awardee is an employee or former
      employee, any ordinary income resulting from the election will be subject to
      applicable tax withholding requirements. The election is generally irrevocable
      and cannot be made after the 30-day period has expired. In the event that the
      Awardee makes an 83(b) Election, the Awardee (i) shall promptly provide the
      Company with a copy of the 83(b) Election, as filed with the Internal Revenue
      Service; and (ii) the Company may withhold from any payments due to the Awardee
      any applicable federal, state, or local taxes and such other deductions as
      are
      prescribed by law, or the Awardee will pay to the Company all such tax
      withholding amounts promptly upon request.

    


    
      
        
        

      

      
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    (E)    The
      foregoing is only a summary of the effect of U.S. federal income taxation upon
      the Awardee with respect to the grant of restricted shares under the Plan.
      It
      does not purport to be a complete discussion of the U.S. federal income tax
      consequences. It does not discuss the income tax laws of any state,
      municipality, or foreign country in which the Awardee's income or gain may
      be
      taxable. In any event, the Awardee is hereby advised to consult its own tax
      advisor as to the consequences of making an 83(b) Election. If the Awardee
      desires to make an 83(b) Election, then it is the Awardee's responsibility
      to
      timely make a valid election.

    


    2.11    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.

    


    2.12    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.

    


    2.13    Restrictions
      on Resale.
      The
      Awardee agrees not to sell any Shares 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.

    


    2.14    Lock-Up
      Agreement.
      In
      connection with any underwritten public offering of Shares made by the Company
      pursuant to a registration statement filed under the Securities Act, the Awardee
      shall not offer, sell, contract to sell, pledge, hypothecate, grant any option
      to purchase or make any short sale of, or otherwise dispose of any Shares or
      any
      rights to acquire Shares of the Company for such period beginning on the date
      of
      filing of such registration statement with the Securities and Exchange
      Commission and ending at the time as may be established by the underwriters
      for
      such public offering; provided, however, that such period shall end not later
      than 180 days from the effective date of such registration statement. The
      foregoing limitation shall not apply to shares registered for sale in such
      public offering.

    


    2.15    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.

    


    
      
        
        

      

      
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    2.16    No
      Guarantee of Continued Service.
      The
      vesting of the Shares 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, being granted shares, or purchasing Shares hereunder).
      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.

    


    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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