SOLAR POWER, INC.
Exhibit
10.29
NEITHER
THIS AWARD NOR THE SECURITIES INTO WHICH THIS AWARD ARE CONVERTIBLE HAVE
BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM
THE REGISTRATION REQUIREMENTS THEREUNDER AND IN COMPLIANCE WITH APPLICABLE
STATE
SECURITIES OR BLUE SKY LAWS.
________________,
200__
[NAME
OF
PARTICIPANT]
[Address
of Participant]
Dear
Participant:
Pursuant
to the terms and conditions of the Solar Power, Inc. 2006 Equity Incentive
Plan (the
“Plan”), you have been granted a Restricted
Stock Award of
_________________ shares
of
common stock (the “Award”) as outlined below.
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Granted
To:
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_____________________
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Grant
Date:
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_____________________
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Restricted
Stock Granted:
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_____________________
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Expiration
Date:
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_____________________
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Conditions
to Vesting:
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________________________________________________
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________________________________________________
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Market
Value at Grant Date:
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_______________
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Vesting
Schedule:
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____%
per year for __ years
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(if
applicable)
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|
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___%
on
__________
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|
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___%
on
__________
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|
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___%
on
__________
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|
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___%
on
__________
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This
Award grant is subject to all of the Terms and Conditions attached hereto
and
incorporated herein by reference. The capitalized terms used in this Award
will
have the same meanings as
set
forth in the Plan. A
Summary
of the Plan and a copy of the Plan is provided herewith.
SOLAR
POWER, INC. PARTICIPANT
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By:
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____________________________(signature)
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___________________________
(signature)
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_______________________________(title)
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||
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Date:
___________
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Date:
_____________
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Notice:
All notices to be given by either party to the other will be in writing and
may
be transmitted by overnight courier; or mail, registered or certified, postage
prepaid with return receipt requested; or personal delivery; or facsimile
transmission, provided,
however, that notices of
change of address or facsimile
number will be effective only upon actual receipt by the other party. Notices
will be delivered to Solar Power, Inc., 0000 Xxxxxx Xxxxxxxx Xx.,
Xxxxxxx Xxx, XX 00000 Attn: Xxxxx Xxxxxxxx, and to the employee at the
last known address of the employee as provided to Solar Power,
Inc.
Term
And Conditions Of
Solar
Power, Inc. is referred to as "Company" and Employee granted award is referred
to as "Participant".
1. Plan
Controls.
The
terms contained in the Plan are incorporated into and made a part of this
Award
and this Award will be governed by and construed in accordance with the Plan.
In
the event of any actual or alleged conflict between the provisions of the
Plan
and the provisions of this Award, the provisions of the Plan will be controlling
and determinative.
2. Notification
of Disposition.
Participant agrees to notify the Company in writing within 30 days of any
disposition of Xxxxxx acquired pursuant to this Award.
3. Issue
Date, Vesting Date and Consequences of Vesting.
If the
Participant is employed by the Company on an Issue Date (which may be the
date
of grant), the specified number of shares of Restricted Stock will be issued
in
accordance with the provisions of Section 5 below. Provided that all conditions
to the vesting of a share of Restricted Stock imposed hereto are satisfied,
such
share will vest and the restrictions will cease to apply to such
share.
4. Forfeiture.
Except
as otherwise determined by the Administrator at the time of the grant of
this
Award or thereafter, upon failure to affirmatively accept the grant of this
Restricted Stock Award by execution of this Restricted Stock Award Agreement,
termination of employment during the applicable restriction period, failure
to
satisfy the restriction period or failure to satisfy a performance goal during
the applicable restriction period, Restricted Stock that is at that time
subject
to restrictions will immediately be forfeited and returned to the Company;
except as otherwise mutually agreed upon in writing by the Administrator
and the
Participant. The Company has the right to require the return of all dividends
paid on such shares, whether by termination of any escrow arrangement under
which such dividends are held or otherwise.
5. Certificates
of Restricted Stock.
The
Secretary of the Company will hold such certificate evidencing this Award
of
restricted stock for the Participant’s benefit pursuant to the provisions of the
Plan until such time as the Restricted Stock is forfeited to the Company
or the
restrictions lapse. Such certificate will bear a legend or legends that comply
with the applicable securities laws and regulations and make appropriate
reference to the restrictions imposed by this Award Agreement.
6. Voting
and Dividends.
Holders
of Restricted Stock will have the right to vote such Restricted Stock and
the
right to receive any dividends declared or paid with respect to such Restricted
Stock. The Administrator may require that any dividends paid on shares of
Restricted Stock will be held in escrow until all restrictions on such shares
have lapsed and/or the Administrator may provide that any dividends paid
on
Restricted Stock must be reinvested in shares of Stock, which may or may
not be
subject to the same vesting conditions and restrictions applicable to such
Restricted Stock. All distributions, if any, received by the Participant
with
respect to Restricted Stock as a result of any stock split, stock dividend,
combination of shares, or other similar transaction will be subject to the
restrictions applicable to the original Award.
7. Withholding.
The
Company may require the Participant to remit to
the
Company by cash or check payable to the Company, an amount sufficient to
satisfy
federal, state and local taxes and FICA withholding requirements whenever
Shares
are to be issued, or when under applicable tax laws, Participant incurs tax
liability in connection with the vesting of this Award. Any such payment
must be
made promptly when the amount of such obligation becomes
determinable.
In lieu
thereof, the Company may withhold the amount of such taxes from any other
sums
due or to become due from the Company as the Administrator will
prescribe.
To
the
extent permissible by law, and at its sole discretion, the Administrator
may
permit the Participant to satisfy any such withholding tax at the time of
grant,
in whole or in part, with shares of Stock up to an amount not greater than
the
Company’s minimum statutory withholding rate for federal and state tax purposes,
including payroll taxes. The Administrator may exercise its discretion, by
(i)
directing the Company to apply shares of Stock to which the Participant is
entitled as a result of this Award, or (ii) delivering to the Company shares
of
Stock owned by the Participant for more than six (6) months, unless the delivery
of the Shares is otherwise exempt from Section 16 of the Exchange Act; but
Participant may only satisfy his or her withholding obligation with shares
of
Stock that are not subject to any repurchase, forfeiture, unfulfilled vesting
or
other similar requirements.
8. Restrictions
on Transfer Prior to Vesting.
Unless
otherwise provided, prior to the vesting of Restricted Stock, Restricted
Stock
Awards, granted under this Agreement, and any rights and interests therein,
including the Restricted Stock itself, will not be transferable or assignable
by
the Participant, and may not be made subject to execution, attachment or
similar
process, otherwise than by will or by the laws of descent and distribution.
Unless otherwise provided in the Plan, during the lifetime of the Participant,
this Restricted Stock Award and any rights and interests herein, will be
exercisable only by the Participant, and any election with respect hereto
may be
made only by the Participant. Any attempt to transfer this Restricted Stock
Award or any rights and interests herein including the Restricted Stock itself,
will be void unless the Administrator determines in its sole and absolute
discretion that the attempt was inadvertent or unintentional, such Award,
including the Restricted Stock itself and any rights and interests therein,
will
be forfeited by the Participant.
9. Dissolution,
Liquidation, Merger: Company Not The Survivor.
In the
event of a dissolution or liquidation of the Company, a merger, consolidation,
combination or reorganization in which the Company is not the surviving
corporation, or a sale of substantially all of the assets of the Company
(as
determined in the sole discretion of the Board) (a “Dissolution Event”), the
Administrator, in its absolute discretion, will make a determination as to
whether the unvested portions of this Award will (i) accelerate and vest
at a
time prior to the Dissolution Event; (ii) be substituted or assumed by the
surviving entity with such Award being subject to the same restrictions,
terms
and conditions; or (iii) lapse subject to the forfeiture provisions of section
4
above.
10.
No
Obligation To Employ.
Nothing
in the Plan or this Award will confer or be deemed to confer on any Participant
any right to continue in the employ of, or to continue any other relationship
with, the Company or a Subsidiary, or to limit in any way the right of the
Company or a Subsidiary, to terminate Participant's employment or other
relationship at any time, with or without cause.
11. Compliance
With Code Section 162(m).
At all
times when the Administrator determines that compliance with Code Section
162(m)
is required or desired, this Award if granted to a Named Executive Officer
will
comply with the requirements of Section 162(m). In addition, in the event
that
changes are made to Section 162(m) to permit greater flexibility with respect
to
this Award, the Administrator may, subject to this provision make any
adjustments it deems appropriate.
12. Compliance
With Code Section 409A.
Notwithstanding any provision of the Plan to the contrary, if any provision
of
the Plan or this Award contravenes any regulations or Treasury guidance
promulgated under Code Section 409A or could cause this Award or any Award
to be
subject to the interest and penalties under Section 409A, such provision
of the
Plan, this Award will be modified to maintain, to the maximum extent
practicable, the original intent of the applicable provision without violating
the provisions of Section 409A. In addition, in the event that changes are
made
to Section 409A to permit greater flexibility with respect to this Award,
the
Administrator may make any adjustments it deems appropriate.
13. Code
Section 280G.
Notwithstanding any other provision of the Plan to the contrary, if the right
to
receive or benefit from this Award, either alone or together with payments
that
Participant has a right to receive from the Company, would constitute a
"parachute payment" (as defined in Code Section 280G), all such payments
will be
reduced to the largest amount that will result in no portion being subject
to
the excise tax imposed by Code Section 4999.
14. Securities
Law And Other Regulatory Compliance.
The
Company will not be obligated to issue any Shares upon the grant of this
Award
unless such Shares are at that time effectively registered or exempt from
registration under the federal securities laws and the offer and sale of
the
Shares are otherwise in compliance with all applicable securities laws.
The
Company will be under no obligation to register the Shares with the SEC or
to
effect compliance with the registration, qualification or listing requirements
of any state securities laws, stock exchange or automated quotation system,
and
the Company will have no liability for any inability or failure to do so.
Upon
the
grant of all or any portion of this Award, Participant may be required to
furnish representations or undertakings deemed appropriate by the Company
to
enable the offer and sale of the Shares or subsequent transfers of any interest
in such Shares to comply with applicable securities laws. Evidences of ownership
of Shares acquired upon grant of this Award will bear any legend required
by, or
useful for purposes of compliance with, applicable securities laws, the Plan
or
this Award.
15. Arbitration.
15.1 General.
Any
controversy, dispute, or claim arising out of or relating to this Award which
cannot be amicably settled within thirty (30) days (or such longer period
as may
be mutually agreed upon) from the date either the Company or Participant
notifies the other in writing that such dispute or disagreement exists will
be
settled by arbitration. Said arbitration will be conducted in accordance
with
the Commercial Arbitration Rules of the American Arbitration
Association.
15.2 Injunctive
Actions.
Nothing
herein contained will bar the right of either the Company or Participant
to seek
to obtain injunctive relief or other provisional remedies against threatened
or
actual conduct that will cause loss or damages under the usual equity rules
including the applicable rules for obtaining preliminary injunctions and
other
provisional remedies.
16. Tax
Effect.
The
federal and state tax consequences of restricted stock awards are complex
and
subject to change. Each person should consult with his or her tax advisor
before
accepting this Award or disposing of any Shares acquired upon the grant of
this
Award.
17. Entire
Agreement.
This
Award Grant including the Terms and Conditions and the Plan constitute the
entire contract between the Company and Participant hereto with regard to
the
subject matter hereof. They supersede any other agreements, representations
or
understandings (whether oral or written and whether express or implied),
which
relate to the subject matter hereof.
18. Severability.
In the
event that any portion of this Agreement is found to be unenforceable, the
remaining portions of this Agreement will remain valid and in full force
and
effect.
19. Choice
of Law.
This
Agreement will be governed by, and construed in accordance with, the laws
of the
State of California, as such laws are applied to contracts entered into and
performed in such State.
20. Binding
Effect.
This
Agreement will inure to the benefit of, and be binding upon, the parties
hereto
and their respective heirs, executors, and successors.
