EXHIBIT 10.1
FIRST AMENDMENT TO THE
AKEENA SOLAR, INC.
2006 INCENTIVE STOCK PLAN
THIS FIRST AMENDMENT to the 2006 Incentive Stock Plan (the "Plan") of
Akeena Solar, Inc. (the "Company") is made as of this 20th day of December,
2006.
INTRODUCTION
The Board of Directors administers the Plan, which was adopted on August
8, 2006. The Board of Directors now desires to amend the Plan to increase the
number of shares of common stock, par value $0.001 per share, of the Company
subject to the Plan to 1,000,000 shares from 450,000 shares.
AMENDMENT
NOW, THEREFORE, the Board of Directors hereby amends the Plan, effective
December 20, 2006, by deleting the text of Section 4 in its entirety and
replacing it with the following:
"Subject to adjustment as provided in Section 8 hereof, a total of
1,000,000 shares of the Company's common stock, par value $0.001 per share
(the "Stock"), shall be subject to the Plan. The number of shares of Stock
that may be subject to Options granted under the Plan to any individual in
any calendar year shall conform to any requirements applicable to
performance-based compensation under Section 162(m) of the Code, if
qualification as performance-based compensation under Section 162(m) of
the Code is intended. The shares of Stock subject to the Plan shall
consist of unissued shares, treasury shares or previously issued shares
held by any Subsidiary of the Company, and such amount of shares of Stock
shall be and is hereby reserved for such purpose. Any of such shares of
Stock that may remain unissued and that are not subject to outstanding
Options at the termination of the Plan shall cease to be reserved for the
purposes of the Plan, but until termination of the Plan the Company shall
at all times reserve a sufficient number of shares of Stock to meet the
requirements of the Plan. Should any Option or share of Restricted Stock
expire or be canceled prior to its exercise or vesting in full or should
the number of shares of Stock to be delivered upon the exercise or vesting
in full of an Option or share of Restricted Stock be reduced for any
reason, the shares of Stock theretofore subject to such Option or share of
Restricted Stock may be subject to future Options or shares of Restricted
Stock under the Plan, except where such reissuance is inconsistent with
the provisions of Section 162(m) of the Code where qualification as
performance-based compensation under Section 162(m) of the Code is
intended."
