ENVIRONMENTAL POWER CORPORATION
Stock Appreciation Right Agreement
for Non-Employee Directors
under the 2006 Equity Incentive Plan
This Stock Appreciation Right Agreement (the “Agreement”) is made this day of , 200 , by and between
Environmental Power Corporation, a Delaware corporation (the “Company”) and , a non-employee
director of the Company (the “Participant”).
A. The Participant is a non-employee director of the Company.
B. The Company has adopted the 2006 Equity Incentive Plan, as amended to date (as so amended, the “Plan”), Section 7 of
which provides for issuance of stock appreciation rights to participants in the Plan, which participants may include directors of
C. The Company’s Board of Directors has determined and resolved that each non-employee director of the Company as of
the close of business on the date of the Company’s annual meeting of stockholders each year (the “Grant Date”) shall be
entitled to the automatic grant of stock appreciation rights under the Plan, on the terms set forth herein.
D. The foregoing recitals are an integral part of this Agreement.
NOW THEREFORE, in accordance with the terms and conditions of the Plan and the mutual covenants herein contained,
the parties hereto agree as follows:
1. Additional Definitions. As used herein:
“Award” shall mean the SARs represented by this Agreement.
“Common Stock” shall mean the Company’s common stock, $0.01 par value per share.
“Exercise Date” shall mean any date on which this Award is exercised, in whole or in part, in accordance with Section 3 of
“Fair Market Value” shall mean the fair market value of a share of Common Stock, determined as follows:
(i) If the Common Stock is listed on a national securities exchange, the Nasdaq Global Market or another nationally
recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be