AMENDMENT NO. 1 TO CBC CONSULTING AGREEMENT
AMENDMENT
NO. 1
THIS
AMENDMENT NO. 1 TO CBC CONSULTING AGREEMENT, dated as of December 14, 2006
(this
“Amendment”),
is
entered into between the parties with reference to the following
facts:
A. The
CBC
Consulting Agreement (the “Contract”) was entered into as of March 30, 2006 and
provided for certain Incentive Compensation.
B. The
Company and CBC desire to amend the Contract as set forth in this Amendment
to
more accurately relate the Incentive Compensation to the Services being provided
by CBC.
NOW,
THEREFORE, the parties hereto, intending to be legally bound hereby, agree
as
follows:
1. Amendment
of Exhibit 2.2 to the Contract.
Exhibit
2.2 to the Contract is hereby amended by changing the number of shares in each
of the two boxes that originally read 1,000,000 to 200,000.
2. Amendment
to Section 3 of the Contract.
Section
3 of the Contract is amended by adding a new Section 3.3, as
follows:
| 3.3 |
Stock
Option Grant.
On the effective date of this Amendment, the Company will grant to
CBC
options to purchase a total of 1,800,000 shares of the Company’s common
stock at the market price of the stock on the date of the grant.
The
options shall vest on the following schedule and shall be exercisable
for
a period of ten years following the
grant.
|
|
Products
to
be
completed
by
5/31/08
|
Product
Designed
and
Patent
Filed
Vesting
|
Product
Commercialized Vesting
|
Total
Options
Vested
|
|||
|
S
Tile
|
40,905
|
40,905
|
81,810
|
|||
|
HVAC
Bladder
|
163,635
|
163,635
|
327,270
|
|||
|
Suncone
/ Water
|
327,275
|
327,275
|
654,550
|
|||
|
Suncone
/ Power
|
368,185
|
368,185
|
763,370
|
All
share
amounts set forth in this Section 3 shall be adjusted for
stock splits,
consolidations, reorganizations and similar transactions.
3. Effect.
Except
as and to the extent amended by this Amendment, the Contract shall remain in
full force and effect in accordance with its terms.
A-1
4. Counterparts.
This
Amendment may be executed in two or more counterparts and by facsimile, each
of
which shall be considered an original instrument, but all of which together
shall be considered one and the same agreement, and shall become binding when
one or more counterparts have been executed and delivered by each of the parties
hereto.
5. Governing
Law.
This
Amendment shall be governed by and construed in accordance with the internal
laws of the State of California applicable to a contract executed and performed
in the State of California, without giving effect to the conflicts of laws
principles thereof.
IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
date
first above written.
COMPANY:
OPEN
ENERGY CORPORATION,
a
Nevada
corporation
By:
/s/
▇▇▇▇▇ ▇▇▇▇▇▇▇
Name:
▇▇▇▇▇ ▇▇▇▇▇▇▇
Title:
President
CONNECT
BY COMPUTER, LLC,
a
California limited liability company
By:
/s/
▇▇▇ ▇▇▇▇▇▇▇
Name:
Title:
A-2