ENVIRONMENTAL POWER CORPORATION
Stock Appreciation Right Agreement
under the 200 Equity Incentive Plan
This Stock Appreciation Right Agreement (the “ Agreement ”) has been made as of , 2007 (the “ Grant Date ”)
between Environmental Power Corporation, a Delaware corporation (the “ Company ”), and (the “ Participant ”).
Under the Company’s 200 Equity Incentive Plan (the “ Plan ”), the Compensation Committee (the “ Committee ”) of
the Company’s Board of Directors (the “ Board ”), to which Committee authority has been delegated by the Board in
accordance with Section 3(b) of the Plan, has authorized the grant of the award evidenced by this Agreement (the “ Award ”)
pursuant to Section 7 of the Plan. Capitalized terms not otherwise defined in this Agreement shall have the respective meanings
ascribed to them in the Plan.
In accordance with the Plan, the Company has made this Award, effective as of the Grant Date and upon the following
terms and conditions:
1. Additional Defined Terms . The following terms as used in this Award shall have the following meanings:
“ 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:
(a) 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 deemed to be
the closing price per share of Common Stock thereon on (i) in the case of the Grant Date, the Grant Date, and (ii) in the case
of the Exercise Date, the trading day immediately preceding the Exercise Date ( provided that if no such price is reported on
such day, the Fair Market Value per share of