NOBLE ENVIRONMENTAL POWER, INC. 2008 INCENTIVE AWARD PLAN RESTRICTED STOCK AWARD GRANT NOTICE AND RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • September 11th, 2008 • Noble Environmental Power LLC • Electric services • Delaware
Noble Environmental Power, Inc., a Delaware corporation, (the “Company”), pursuant to its 2008 Incentive Award Plan (the “Plan”), hereby grants to the individual listed below (“Participant”), the number of shares of the Company’s Common Stock set forth below (the “Shares”). This Restricted Stock Award is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Award Agreement attached hereto as Exhibit A (the “Restricted Stock Agreement”) (including without limitation the Restrictions on the Shares set forth in the Restricted Stock Agreement) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Restricted Stock Agreement.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS AGREEMENT. THE REDACTIONS ARE INDICATED WITH THREE ASTERISKS (“***”). A COMPLETE VERSION OF THIS AGREEMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.Confidential Treatment • September 11th, 2008 • Noble Environmental Power LLC • Electric services
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between us on the Trade Date referred to below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NOBLE ENVIRONMENTAL POWER 2006 HOLD CO, LLC a Delaware Limited Liability Company Dated as of May 13, 2008Limited Liability Company Agreement • September 11th, 2008 • Noble Environmental Power LLC • Electric services • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) OF NOBLE ENVIRONMENTAL POWER 2006 HOLD CO, LLC (the “Company”), dated as of May 13, 2008 (the “Effective Date”), is adopted, executed and agreed to, for good and valuable consideration, by the Members.
MASTER CONTRACT FOR THE SALE OF POWER GENERATION EQUIPMENT AND RELATED SERVICES (2007 WTGs)Agreement • September 11th, 2008 • Noble Environmental Power LLC • Electric services • New York
General Electric Company, a corporation organized and existing under the laws of the State of New York, U.S.A., with a place of business at One River Road, Schenectady, New York 12345, U.S.A. (the “Seller”); and
MASTER CONTRACT FOR THE SALE OF POWER GENERATION EQUIPMENT AND RELATED SERVICES Dated as of February 15, 2006And Related Services • September 11th, 2008 • Noble Environmental Power LLC • Electric services • New York
General Electric Company, a corporation organized and existing under the laws of the State of New York, U.S.A, with a place of business at One River Road, Schenectady, New York 12345, U.S.A (the “Seller”); and
MASTER CONTRACT FOR THE SALE OF POWER GENERATION EQUIPMENT AND RELATED SERVICES (2008 WTGs)Agreement • September 11th, 2008 • Noble Environmental Power LLC • Electric services • New York
General Electric Company, a corporation organized and existing under the laws of the State of New York, U.S.A., with a place of business at One River Road, Schenectady, New York 12345, U.S.A. (the “Seller”); and
MASTER CONTRACT FOR THE SALE OF POWER GENERATION EQUIPMENT AND RELATED SERVICES (2009 WTGs) Dated as of September 27, 2007Confidential Treatment • September 11th, 2008 • Noble Environmental Power LLC • Electric services • New York
General Electric Company, a corporation organized and existing under the laws of the State of New York, U.S.A., with a place of business at One River Road, Schenectady, New York 12345, U.S.A. (the “Seller”); and
FIRST AMENDMENT TO MASTER CONTRACT FOR THE SALE OF POWER GENERATION EQUIPMENT AND RELATED SERVICESConfidential Treatment • September 11th, 2008 • Noble Environmental Power LLC • Electric services • New York
THIS FIRST AMENDMENT TO MASTER CONTRACT FOR THE SALE OF POWER GENERATION EQUIPMENT AND RELATED SERVICES (this “Amendment”), dated as of August 24, 2006, by and between NOBLE ENVIRONMENTAL POWER 2006 HOLD CO, LLC, a Delaware limited liability company (the “Buyer”), and GENERAL ELECTRIC COMPANY, a New York company (the “Seller”) (the Buyer and the Seller referred to collectively as the “Parties”, and each, individually, as a “Party”).
MASTER CONTRACT FOR THE SALE OF POWER GENERATION EQUIPMENT AND RELATED SERVICES (2010 WTGs)This Agreement • September 11th, 2008 • Noble Environmental Power LLC • Electric services • New York
General Electric Company, a corporation organized and existing under the laws of the State of New York, U.S.A., with a place of business at One River Road, Schenectady, New York 12345, U.S.A. (the “Seller”); and
NOBLE ENVIRONMENTAL POWER, INC. 2008 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • September 11th, 2008 • Noble Environmental Power LLC • Electric services • Delaware
Noble Environmental Power, Inc., a Delaware corporation (the “Company”), pursuant to its 2008 Incentive Award Plan (the “Plan”), hereby grants to the holder listed below (“Participant”), an option to purchase the number of shares of the Company’s common stock, par value $0.01 (“Stock”), set forth below (the “Option”). This Option is subject to all of the terms and conditions set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Stock Option Agreement.
FIRST AMENDMENT TO MASTER CONTRACT FOR THE SALE OF POWER GENERATION EQUIPMENT AND RELATED SERVICESMaster Contract • September 11th, 2008 • Noble Environmental Power LLC • Electric services • New York
THIS FIRST AMENDMENT TO MASTER CONTRACT FOR THE SALE OF POWER GENERATION EQUIPMENT AND RELATED SERVICES (this “Amendment”), dated as of June 4, 2007, by and between NOBLE ENVIRONMENTAL POWER 2007 EQUIPMENT CO., LLC, a Delaware limited liability company (the “Buyer”), and GENERAL ELECTRIC COMPANY, a New York company (the “Seller”) (the Buyer and the Seller referred to collectively as the “Parties”, and each, individually, as a “Party”).
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS AGREEMENT. THE REDACTIONS ARE INDICATED WITH THREE ASTERISKS (“***”). A COMPLETE VERSION OF THIS AGREEMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.Confidential Treatment • September 11th, 2008 • Noble Environmental Power LLC • Electric services
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between us on the Trade Date referred to below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.
