AMENDMENT TO NON-PLAN STOCK OPTION AGREEMENT

 

THIS AMENDMENT TO NON-PLAN STOCK OPTION AGREEMENT (the “Amendment”) is made and dated as of March 30, 2011 between ACORN ENERGY, INC., a Delaware corporation (the “Company”), and SAMUEL M. ZENTMAN (the “Optionee”).

WITNESSETH:

WHEREAS, the parties previously entered into that Non-Plan Stock Option Agreement dated as of March 27, 2006 (the “Agreement”); and

WHEREAS, the parties hereto now wish to amend the Agreement to provide an additional manner of exercise of the Option as set forth below.

Accordingly, the parties hereto agree as follows:

1.           Manner of Exercise.  Section 6, Manner of Exercise, of the Agreement is hereby amended to add the following clause (iii) at the end of the first sentence of Section 6, Manner of Exercise:

“or (iii) by a Net Exercise.  In a Net Exercise of an Option, the Company will not require a payment of the exercise price of the Option from the Optionee but will reduce the number of shares of Common Stock issued upon the exercise of the Option by the smallest number of whole shares that has an aggregate Fair Market Value equal to or in excess of the aggregate exercise price for the Option Shares covered by the Option exercised; and under this method, the excess of the Fair Market Value of the shares shall be paid to the Optionee or may be used to satisfy tax withholding obligations.”

2.           Certain Definitions.  The Agreement, is hereby amended to add the following Section 9, Net Exercise:

“9.  Net Exercise.  ‘Net Exercise’ shall mean a method for settling Options whereby instead of receiving a payment or tender by the Optionee to cover the exercise price of the Option, the Company issues to the Optionee the net shares of Common Stock representing the difference between the aggregate Fair Market Value of the shares of Option Shares and the aggregate exercise price of the Option.”

3.           Option Exercise Form.  Exhibit A, Option Exercise Form, to the Agreement is hereby amended and restated in its entirety as set forth in the attached Exhibit A which is incorporated herein by reference.

4.           Defined Terms.  Terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement.

5.           Ratification.  The parties hereto do hereby ratify and confirm the Agreement as amended hereinabove.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and year first above written.

	ACORN ENERGY, INC.
	By:
		Joe B. Cogdell, Jr.
		Vice President, General Counsel & Secretary
	OPTIONEE:
	By:
		Samuel M. Zentman