CLEAR SKIES SOLAR, INC.
2008 EQUITY INCENTIVE PLAN
This 2008 Equity Incentive Plan (the “ Plan ”) is intended as an incentive, to retain in the employ of and as
directors, officers and employees of and consultants and advisors to Clear Skies Solar, Inc., a Delaware
corporation (the “ Company ”), and any Subsidiary of the Company, within the meaning of Section 424(f) of the
United States Internal Revenue Code of 1986, as amended (the “ Code ”), persons of training, experience and
ability, to attract new directors, officers, consultants, advisors and employees whose services are considered
valuable, to encourage the sense of proprietorship and to stimulate the active interest of such persons in the
development and financial success of the Company and its Subsidiaries.
It is further intended that certain options granted pursuant to the Plan shall constitute incentive stock
options within the meaning of Section 422 of the Code (the “ Incentive Options ”) while certain other options
granted pursuant to the Plan shall be nonqualified stock options (the “ Nonqualified Options ”). Incentive Options
and Nonqualified Options are hereinafter referred to collectively as “ Options .”
The Company intends that the Plan meet the requirements of Rule 16b-3 (“ Rule 16b-3 ”) promulgated
under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and that transactions of the type
specified in subparagraphs (c) to (f) inclusive of Rule 16b-3 by officers and directors of the Company pursuant to
the Plan will be exempt from the operation of Section 16(b) of the Exchange Act. Further, the Plan is intended to
satisfy the performance-based compensation exception to the limitation on the Company’s tax deductions imposed
by Section 162(m) of the Code with respect to those Options for which qualification for such exception is intended.
In all cases, the terms, provisions, conditions and limitations of the Plan shall be construed and interpreted
consistent with the Company’s intent as stated in this Sect