AKEENA SOLAR, INC. 2006 Incentive Stock Plan RESTRICTED STOCK AGREEMENT (Non- Assignable) 20,000 Shares of Common Stock of AKEENA SOLAR, INC.
Exhibit 10.8
AKEENA
SOLAR, INC.
2006 Incentive Stock Plan
2006 Incentive Stock Plan
20,000 Shares of Common Stock of
AKEENA SOLAR, INC.
AKEENA SOLAR, INC.
THIS
CERTIFIES that on August 30, 2006, Xx Xxxxxxx (“Holder”) was granted 20,000 shares of fully
paid and non-assessable shares (“Shares”) of the Common Stock (par value $0,001 per share) of
Akeena Solar, Inc. (“Corporation”), a Delaware corporation, pursuant to the terms of the
Corporation’s 2006 Incentive Stock Plan as approved by a majority of the shareholders of the
Corporation by written consent on August 11, 2006, as may be amended or supplemented from
time-to-time (“Plan”), the terms and conditions of which are hereby incorporated as though set
forth at length, and the receipt of a copy of which the Holder hereby acknowledges by his execution
of this agreement. A determination of the Committee (as defined in the Plan) under the Plan as to
any questions which may arise with respect to the interpretation of the provisions of the Award and
of the Plan shall be final. The Committee may authorize and establish such rules, regulations and
revisions thereof not inconsistent with the provisions of the Plan, as it may deem advisable.
TERMS AND CONDITIONS. It is understood and agreed that the award evidenced by this agreement
is subject to the following terms and conditions:
1. Restrictions. (a) The Holder shall be entitled to exercise and enjoy all rights
and entitlements of ownership of shares, including the right to vote and receive dividends, except
that until the Restriction Period shall expire, all restrictions and limitations set forth in this
agreement and the Plan shall apply. The Shares shall constitute Restricted Stock of the
Corporation issued pursuant to the Plan. Each certificate for Restricted Stock issued or issuable
hereunder shall be registered in the name of the Holder, and deposited by the Holder, together
with a stock power endorsed in blank (in the form attached hereto as
Exhibit A), with the
Corporation until such time as the Restriction Period shall have expired. Such certificate(s)
shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to
such Restricted Stock.
(b) The Shares shall be subject to all of the terms and conditions of the award
as specified by the Committee in connection with the award to Holder and the Committee’s
deliberations with respect thereto.
(c) The Restriction Period shall expire as to one-quarter (1/4) of the Shares on
each of the first four anniversaries of the date hereof; provided that the Restriction Period
shall expire on such earlier date as the conditions set forth below are satisfied.
(d) The Holder will not sell, transfer, assign, give, place in trust, or otherwise dispose of
or pledge, grant a security interest in, or otherwise encumber the Shares and any such attempted
disposition or encumbrance shall be void and unenforceable. Notwithstanding
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anything herein to the contrary, the Shares may be transferred, conveyed or assigned to family
members, charities, trusts established solely for the benefit of such family members and charities
and entities, such as partnerships and limited liability companies, of which the only interest
holders are members of the grantee’s family, or trusts for their benefit, and revocable grantor
trusts and that such further modifications relating to transfer and assignment complying with the
then applicable rules and regulations of the Securities and Exchange Commission and stock exchange
acceptable to counsel to the Corporation shall have been complied with.
(e) Subject to the provisions of the Plan, upon the lapse of the Restriction Period the
Holder shall become entitled to receive a stock certificate evidencing the Shares and the
restrictions referred to herein shall become null and void and cease to exist with respect to such
Shares.
2. Regulatory Compliance and Listing. The issuance or delivery of any stock
certificates representing Shares as to which the Restriction Period has lapsed may be postponed by
the Corporation for such period as may be required to comply with any applicable requirements under
the federal securities laws, any applicable listing requirements of any national securities
exchange or the NASDAQ system, rules and regulations and requirements under any other law, rule or
regulation applicable to the issuance or delivery of such Shares, and the Corporation shall not be
obligated to deliver any such Shares to the Holder if delivery thereof would constitute a violation
of any provision of any law or of any regulation of any governmental authority, any national
securities exchange or the NASDAQ system.
3. Investment Representations and Related Matters. The Holder hereby represents that
the Shares awarded pursuant to this agreement are being acquired for investment purposes and not
for resale or with a view towards distribution thereof. The Holder acknowledges and agrees that
any sale or distribution of Shares as to which the period of restriction has lapsed may be made
only pursuant to either (a) a registration statement on an appropriate form under the Securities
Act of 1933, as amended (“Securities Act”), which registration statement has become effective and
is current with regard to the Shares being sold, or (b) a specific exemption from the registration
requirements of the Securities Act that is confirmed in a favorable written opinion of counsel, in
form and substance satisfactory to counsel for the Corporation, prior to any such sale or
distribution. The Holder hereby consents to such action as the Corporation deems necessary or
appropriate from time-to-time to prevent a violation of, or to perfect an exemption from, the
registration requirements of the Securities Act or to implement the provisions of this agreement,
including but not limited to placing restrictive legends on certificates evidencing Shares (whether
or not the period of restriction applicable thereto has lapsed) and delivering stop transfer
instructions to the Corporation’s stock transfer agent.
4. No Right To Continued Employment; Forfeiture. This agreement does not confer upon
the Holder any right to continued employment by the Corporation or any of its subsidiaries or
affiliated companies, not shall it interfere in any way with the right to the Holder’s employer to
terminate employment at any time for any reason or no reason. Unless otherwise determined by the
Committee, in the event the Holder ceases to be an employee or otherwise associated with the
Corporation or any of its subsidiaries or affiliated companies, all Shares for which the
Restriction Period has not yet expired, shall immediately be forfeited and the Corporation shall
have the right to complete the blank stock power attached hereto as Exhibit A.
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5. Construction. The Plan and this agreement will be construed by and administered
under the supervision of the Committee and the Secretary, and all
determinations will be final and
binding on the Holder.
6. Dilution. Nothing in the Plan or this agreement will restrict or limit in any way
the right of the Board of Directors of the Corporation to issue or sell stock of the Corporation
(or securities convertible into stock of the Corporation) on such terms and conditions as it deems
to be in the best interests of the Corporation, including, without limitation, stock and securities
issued or sold in connection with mergers and acquisitions, stock issued or sold in connection with
any stock option or similar plan, and stock issued or contributed to any stock bonus or employee
stock ownership plan.
7. Authorization. The Holder hereby irrevocably appoints the Secretary and each of
the Corporation’s officers, employees and agents as the Holder’s true and lawful attorneys with
power (i) to sign in the Holder’s name and on the Holder’s behalf stock certificates and stock
powers covering some or all of the Shares and such other documents and instruments as the Secretary
or any such officer, employee or agent deems necessary or desirable to carry out the terms of this
agreement and (ii) to take such other action as the Secretary or any such officer, employee or
agent deems necessary or desirable to effectuate the terms of this agreement. This power, being
coupled with an interest, is irrevocable. The Holder agrees to execute such other stock powers and
documents as may be reasonably requested from time-to-time by the Secretary to effectuate the terms
of this agreement
8. Bound by Plan. The Holder hereby agrees to be bound by all of the terms and
provisions of the Plan, a copy of which is available to him upon request.
9. Notices. Any notice hereunder to the Corporation shall be addressed to it c/o
Akeena Solar, Inc., 000 Xxxxxxxxxx Xxxxxx, Xxx Xxxxx, Xxxxxxxxxx 00000, Attention: Secretary and
any notice hereunder to the Holder shall be addressed to the Holder at the last known home address
shown in the records of the Corporation, subject to the right of any party hereto to
designate another address at any time hereafter in writing.
10. Counterparts. This agreement maybe executed in counterparts each of which taken
together shall constitute one and the same instrument.
11. Governing Law. This agreement shall be governed by, and construed and enforced
in accordance with, the internal laws of the State of Delaware without reference to principles of
conflicts of laws.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Corporation caused this agreement to be executed by a duly authorized
officer.
| Dated: December 29, 2006 | AKEENA SOLAR, INC. |
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| By: | /s/ Xxxxx “Lad” Xxxxxxx | |||
| Xxxxx “Lad” Xxxxxxx | ||||
| Chief Financial Officer | ||||
| ACCEPTED AND ACKNOWLEDGED: |
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| By: | /s/ Xx Xxxxxxx | |||
| Print Name: | Xx Xxxxxxx | |||
| Dated: January 4, 2007 | ||||
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EXHIBIT A
IRREVOCABLE STOCK POWER
FOR VALUE RECEIVED, Xx Xxxxxxx
(the Undersigned or Pledgor, whether one or more) hereby sells, assigns and irrevocably transfers to AKEENA SOLAR, INC., TAXPAYER IDENTIFYING NO. 00-0000000
(the Undersigned or Pledgor, whether one or more) hereby sells, assigns and irrevocably transfers to AKEENA SOLAR, INC., TAXPAYER IDENTIFYING NO. 00-0000000
IF STOCK, COMPLETE THIS PORTION
|
shares of the stock of AKEENA SOLAR, INC., a Delaware corporation (“Company”), represented by Certificates(s) No.(s) inclusive, standing in the name of the Undersigned on the books of said Company. |
The Undersigned hereby irrevocably constitutes and appoints Xxxxx X.
Xxxxxxx or Xxxxx Xxxxxxxx attorney to transfer the said stock(s), as the case
may be, on the books of said Company, with full power of substitution in the
premises.
Power is given to the holder hereof to fill in any and all blanks in this
instrument.
The Undersigned ratifies and confirms all acts that said attorney or
any substitute(s) under this power shall lawfully do by virtue hereof.
| IMPORTANT | ||
| Signature must correspond with the name as written upon the face of the certificate. | ||
DATED: February 12, 2007. |
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/s/ Xxxx Xxxxxx
|
/s/ Xx Xxxxxxx | |
Witness Signature
|
Signature Print Name: Xx Xxxxxxx |
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