S-8

As filed with the Securities and Exchange Commission on February 15, 2013

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Real Goods Solar, Inc.

(Exact Name of Registrant as Specified in its Charter)

Colorado	26-1851813
(State or other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

833 W. South Boulder Road, Louisville, Colorado 80027-2452

(Address of Principal Executive Offices) (Zip Code)

Real Goods Solar, Inc. 2008 Long-Term Incentive Plan

Amended and Restated Employee Stock Option Agreement between Real Goods Solar, Inc. and Kamyar Mofid

(Full Title of the Plan)

Kamyar (Kam) Mofid

Chief Executive Officer

Real Goods Solar, Inc.

833 W. South Boulder Road

Louisville, Colorado 80027-2452

(303) 222-8400

(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

Copy to:

Rikard Lundberg, Esq.

Brownstein Hyatt Farber Schreck, LLP

410 Seventeenth Street, Suite 2200

Denver, Colorado 80202

(303) 223-1100

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	x

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1) (2)	Proposed Maximum Offering Price per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Class A Common Stock, $0.0001 par value	1,400,000	$1.12(3)	$1,568,000(3)	$213.88(3)
Class A Common Stock, $0.0001 par value	300,000	$1.15	$ 345,000	$47.06

(1) This Registration Statement registers an additional 1,400,000 shares of Class A Common Stock, par value $0.0001 per share, of Real Goods Solar, Inc. (the “Registrant”) available for awards (including any options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards or dividend equivalents) under the Registrant’s 2008 Long-Term Incentive Plan, as amended and restated November 3, 2011 (the “Incentive Plan”). This Registration Statement also registers 300,000 shares of Class A Common Stock, par value $0.0001 per share, of the Registrant, issuable upon the exercise of options granted to Kamyar (Kam) Mofid pursuant to the Amended and Restated Employee Stock Option Agreement, dated as of December 21, 2012, between the Registrant and Mr. Mofid (the “Option Agreement”).

(2) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional shares as may result from anti-dilution adjustments under the Incentive Plan and the Option Agreement which may hereinafter be offered or issued pursuant to the Incentive Plan and the Option Agreement to prevent dilution resulting from stock dividends, stock splits, recapitalizations or certain other capital adjustments.

(3) Estimated solely for the purpose of determining the amount of the registration fee pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act, based upon the average of the high and low prices of the Registrant’s Common Stock on The Nasdaq Capital Market on February 11, 2013.

EXPLANATORY NOTE

On September 24, 2008, Real Goods Solar, Inc. (the “Registrant”) filed a Registration Statement on Form S-8 with the Securities and Exchange Commission (SEC File No. 333-153642) registering 1,000,000 shares of the Registrant’s Class A common stock, par value $0.0001 per share (the “Common Stock”), pursuant to the Registrant’s 2008 Long-Term Incentive Plan, as amended and restated November 3, 2011 (the “Incentive Plan”), which registration statement is currently effective (the “First Registration Statement”). This Registration Statement on Form S-8 is being filed to register, pursuant to the Securities Act of 1933, as amended: (1) an additional 1,400,000 shares of the Registrant’s Common Stock available for issuance under the Incentive Plan; and (2) 300,000 shares of the Registrant’s Common Stock available for issuance pursuant to the Amended and Restated Employee Stock Option Agreement, dated as of December 21, 2012, between the Registrant and Kamyar (Kam) Mofid (the “Option Agreement”). This Registration Statement relates to securities to be issued under the Incentive Plan and the Option Agreement which are the same class as those to which the First Registration Statement relates.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

Information required by Item 1 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended, and the Note to Part I of Form S-8.

Item 2. Registrant Information and Employee Plan Annual Information.

Information required by Item 2 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended, and the Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange Commission (the “SEC”) by the Registrant, pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference in this Registration Statement:

(a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011;

(b) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 2011 (other than any portion of such filings that are furnished under applicable SEC rules rather than filed); and

(c) The description of the Registrant’s Common Stock contained in its registration statement on Form 8-A filed on May 5, 2008, including any amendments or reports filed for the purpose of updating such description (other than any portion of such filings that are furnished under applicable SEC rules rather than filed).

All documents subsequently filed by the Registrant (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents.

Any statement contained herein or in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is incorporated or deemed to be incorporated herein by reference modifies or supersedes such prior statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interests of Named Experts and Counsel.

None.

Item 6. Indemnification of Directors and Officers.

The Colorado Business Corporation Act (the “CBCA”) generally provides that a corporation may indemnify a person made party to a proceeding because the person is or was a director, officer, employee, fiduciary or agent against liability incurred in the proceeding if: the person’s conduct was in good faith; the person reasonably believed, in the case of conduct in an official capacity with the corporation, that such conduct was in the corporation’s best interests, and, in all other cases, that such conduct was at least not opposed to the corporation’s best interests; and, in the case of any criminal proceeding, the person had no reasonable cause to believe that the person’s conduct was unlawful. The CBCA prohibits such indemnification in a proceeding by or in the right of the corporation in which the person was adjudged liable to the corporation, and in connection with any other proceeding in which the person was adjudged liable for having derived an improper personal benefit. The CBCA further provides that, unless limited by its articles of incorporation, a corporation shall indemnify a person who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the person was a party because the person is or was a director or officer of the corporation, against reasonable expenses incurred by the person in connection with the proceeding. In addition, a director or officer who is or was a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction.

As permitted by the CBCA, the Registrant’s Articles of Incorporation (“Articles”) and Bylaws (“Bylaws) generally provide that the Registrant shall indemnify its directors and officers to the fullest extent permitted by the CBCA. In addition, the Articles and Bylaws provide that the Registrant may provide rights of indemnification to its employees and agents similar to those conferred on its directors and officers.

The Registrant has entered into substantively identical Indemnification Agreements, all dated November 13, 2012, with current and former directors and officers (the “Indemnitees”), which generally provide that, to the fullest extent permitted by Colorado law, the Registrant shall indemnify such an Indemnitee if the Indemnitee was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the Indemnitee is or was or has agreed to serve at the request of the Registrant as a director, officer, employee or agent of the Registrant, or while serving as a director or officer of the Registrant, is or was serving or has agreed to serve at the request of the Registrant as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity or by reason of the imposition upon such officer or director of any federal and/or state income tax obligation (inclusive of any interest and penalties, if applicable), that is imposed on such officer or director with respect to income, “phantom income,” rescinded or unconsummated transactions, or any other allegedly taxable event for which no benefit was received by such officer or director. The indemnification obligation includes, without limitation, claims for monetary damages against an Indemnitee in respect of an alleged breach of fiduciary duties and generally covers expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by an Indemnitee or on an Indemnitee’s behalf in connection with such action, suit or proceeding and any appeal therefrom, but shall only be provided if the Indemnitee acted in good faith; and, in the case of conduct in an official capacity with the corporation, that such conduct was in the Registrant’s best interests, and, in all other cases, that such conduct was at least not opposed to the Registrant’s best interests; and, with respect to any criminal action, suit or proceeding, the Indemnitee had no reasonable cause to believe the Indemnitee’s conduct was unlawful.

Section 7-108-402(1) of the CBCA permits a corporation to include in its articles of incorporation a provision eliminating or limiting the personal liability of directors to the corporation or its shareholders for monetary damages for any breach of fiduciary duty as a director (except for breach of a director’s duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, unlawful distributions, or any transaction from which the director derived improper personal benefit). Further, Section 7-108-402(2) of the CBCA provides that no director or officer shall be personal liable for any injury to persons or property arising from a tort committed by an employee, unless the director or officer was either personally involved in the situation giving rise to the litigation or committed a criminal offense in connection with such situation.

As permitted by the CBCA, the Articles provide that the personal liability of the Registrant’s directors to the Registrant or its shareholders is limited to the fullest extent permitted by the CBCA. The Indemnification Agreements described above also provide that the Registrant’s indemnification obligation includes, without limitation, claims for monetary damages against the Indemnitee in respect of an alleged breach of fiduciary duties to the fullest extent permitted by the CBCA.

Section 7-109-108 of the CBCA provides that a corporation may purchase and maintain insurance on behalf of a person who is or was a director, officer, employee, fiduciary or agent of the corporation, or who, while a director, officer, employee, fiduciary or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, fiduciary or agent of another entity or an employee benefit plan, against liability asserted against or incurred by the person in that capacity or arising from the person’s status as a director, officer, employee, fiduciary or agent, whether or not the corporation would have power to indemnify the person against the same liability under the CBCA.

As permitted by the CBCA, the Bylaws authorize the Registrant to purchase and maintain such insurance. The Registrant currently maintains a directors and officers insurance policy insuring its past, present and future directors and officers, within the limits and subject to the limitations of the policy, against expenses in connection with the defense of actions, suits or proceedings, and certain liabilities that might be imposed as a result of such actions, suits or proceedings.

Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8. Exhibits.

Exhibit Number	Description of Exhibit
5.1*	Opinion of Brownstein Hyatt Farber Schreck, LLP
23.1*	Consent of EKS&H LLLP
23.2	Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibit 5.1 to this Registration Statement)
24.1*	Power of Attorney
99.1†	Real Goods Solar, Inc. 2008 Long-Term Incentive Plan, as amended and restated November 3, 2011, incorporated by reference to Appendix A to the Registrant’s proxy statement for the 2012 annual meeting of shareholders, as filed with the Securities and Exchange Commission on April 30, 2012
99.2†	Form of Real Goods Solar, Inc. Employee Stock Option Agreement, incorporated by reference to Exhibit 10.2 of the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 filed March 28, 2008
99.3*†	Amended and Restated Employee Stock Option Agreement, dated as of December 21, 2012, between the Registrant and Kamyar (Kam) Mofid

* Filed herewith.

† Management contract or compensatory plan or arrangement.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Louisville, State of Colorado, on this 15th day of February, 2013.

REAL GOODS SOLAR, INC.
(Registrant)
By:	/s/ Kam Mofid
	Kamyar (Kam) Mofid
	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Kam Mofid Kamyar (Kam) Mofid	Chief Executive Officer (Principal Executive Officer) and Director	February 15, 2013
* John Schaeffer	President and Director	February 15, 2013
/s/ Anthony DiPaolo Anthony DiPaolo	Chief Financial Officer (Principal Financial and Principal Accounting Officer)	February 15, 2013
* David Belluck	Director	February 15, 2013
* Pavel Bouska	Director	February 15, 2013
* Steve Kaufman	Director	February 15, 2013
* Barbara Mowry	Director	February 15, 2013
Jirka Rysavy	Chairman of the Board	February     , 2013
* Robert Scott	Director	February 15, 2013

* John Jackson, by signing his name hereto, does sign this document on behalf of the persons indicated above pursuant to powers of attorney duly executed by such persons and filed as an exhibit to this Registration Statement.

/s/ John Jackson John Jackson, Attorney-In-Fact February 15, 2013

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
5.1*	Opinion of Brownstein Hyatt Farber Schreck, LLP
23.1*	Consent of EKS&H LLLP
23.2	Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibit 5.1 to this Registration Statement)
24.1*	Power of Attorney
99.1†	Real Goods Solar, Inc. 2008 Long-Term Incentive Plan, as amended and restated November 3, 2011, incorporated by reference to Appendix A to the Registrant’s proxy statement for the 2012 annual meeting of shareholders, as filed with the Securities and Exchange Commission on April 30, 2012
99.2†	Form of Real Goods Solar, Inc. Employee Stock Option Agreement, incorporated by reference to Exhibit 10.2 of the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 filed March 28, 2008
99.3*†	Amended and Restated Employee Stock Option Agreement, dated as of December 21, 2012, between the Registrant and Kamyar (Kam) Mofid

* Filed herewith.

† Management contract or compensatory plan or arrangement.

EX-5.1

Exhibit 5.1

[Letterhead of Brownstein Hyatt Farber Schreck, LLP]

February 15, 2013

Board of Directors

Real Goods Solar, Inc.

833 W. South Boulder Road

Louisville, Colorado 80027-2452

Ladies and Gentlemen:

We have acted as counsel to Real Goods Solar, Inc., a Colorado corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission in connection with the registration of: (1) an additional 1,400,000 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), available for issuance under the Company’s 2008 Long-Term Incentive Plan, as amended and restated November 3, 2011 (the “Incentive Plan”); and (2) 300,000 shares of Common Stock available for issuance pursuant to the Amended and Restated Employee Stock Option Agreement, dated as of December 21, 2012, between the Company and Kamyar (Kam) Mofid (the “Option Agreement”).

As such counsel, we have examined the Incentive Plan, the Option Agreement, the Company’s Articles of Incorporation, the Company’s Bylaws, and such Company records, certificates of responsible officers of the Company and documents as we have deemed necessary or relevant as a basis for this opinion.

Based on these examinations, it is our opinion that such Common Stock, when sold and issued in the manner referred to in the Registration Statement, the Incentive Plan and the Option Agreement, will be legally issued, fully paid, and non-assessable.

This opinion is being furnished in accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K. We consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not admit that we are experts within the meaning of the Securities Act of 1933, as amended, (the “Securities Act”) or the rules and regulations thereunder or that this consent is required by Section 7 of the Securities Act.

This opinion letter is rendered as of the date first written above, and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein.

We express no opinion under, or view with respect to, either directly or indirectly, laws other than the Colorado Business Corporation Act. Our opinion is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company or the Common Stock.

This opinion is furnished to you in connection with the above-described shares, is for your benefit and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act.

Very truly yours,

/s/ Brownstein Hyatt Farber Schreck, LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the Real Goods Solar, Inc. 2008 Long-Term Incentive Plan, as amended and restated November 3, 2011, and the Amended and Restated Employee Stock Option Agreement, between the Registrant and Kamyar (Kam) Mofid, dated as of December 21, 2012, of our report dated March 15, 2012, with respect to the consolidated financial statements of Real Goods Solar, Inc. as of December 31, 2011 and 2010 and for each of the three years in the period ended December 31, 2011, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, as filed with the Securities and Exchange Commission.

/s/ EKS&H LLLP

February 15, 2013

Denver, Colorado

EX-24.1

Exhibit 24.1

The following directors have entered into the attached Form Power of Attorney as of the dates indicated below:

Director	Date Executed
David L. Belluck	February 14, 2013
Pavel Bouska	February 14, 2013
Steven B. Kaufman	February 14, 2013
Barbara Mowry	February 14, 2013
John Schaeffer	February 14, 2013
Robert L. Scott	February 14, 2013

FORM OF POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that the undersigned director of Real Goods Solar, Inc., a Colorado corporation (the “Company”), hereby constitutes and appoints Kamyar (Kam) Mofid, Anthony DiPaolo and John Jackson, and each of them, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign one or more Registration Statements on Form S-8, or other appropriate form, and any and all amendments thereto (including, without limitation, any post-effective amendments thereto), relating to the Company’s 2008 Long-Term Incentive Plan and the Amended and Restated Employee Stock Option Agreement, dated as of December 21, 2012, between the Company and Kamyar (Kam) Mofid, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Dated: ____________________
	[Name]

EX-99.3

Exhibit 99.3

REAL GOODS SOLAR, INC.

AMENDED AND RESTATED EMPLOYEE STOCK OPTION AGREEMENT

The Employee Stock Option Agreement dated July 30, 2012, by and between Real Goods Solar, Inc., a Colorado corporation (“Real Goods”), and Kamyar Mofid (the “Grantee”), is hereby amended and restated in its entirety as set forth below (this “Agreement”) to clarify the intent that the grant set forth in this Agreement is an inducement, has been issued as a “stand-alone” grant, and was not a grant made under any stock option plan.

Consistent with the intent of the parties hereto that the grant made pursuant to this Agreement shall be a “stand-alone” grant and is not made under any stock option plan, the options subject to this Agreement have not been issued under the Real Goods 2008 Long-Term Incentive Plan, as amended. However, merely for purposes of administering this Agreement, Sections 2, 3, 6, 11 through 18 and Appendix A of the Real Goods 2008 Long-Term Incentive Plan, as amended, are incorporated herein as if those Sections and Appendix A have been set forth herein and are a part of this Agreement (such referenced Sections and Appendix A are referred to herein as the “Plan”), and Real Goods and Grantee agree to be bound by the Plan, as applicable. The Plan shall be interpreted, construed, and applied consistent with the intent that the grant set forth in this Agreement is, and is to be administered as, a stand-alone grant. References to the terms “Plan” and “Award” within the Real Goods 2008 Long-Term Incentive Plan, as amended, shall be deemed to be references to this Agreement.

This Agreement evidences an option grant as follows:

Granted to:	Kamyar Mofid
Number of Shares:	300,000
Effective Date of Grant:	July 30, 2012
Expiration Date:	July 30, 2019
Exercise Price per Share:	$1.15
Vesting Dates:	Two percent (2%) of the shares shall vest on each vesting date. The first vesting date shall be June 1, 2013, and a vesting date shall occur on the 1st day of each month thereafter until July 1, 2017, when all shares shall be vested. Vesting stops if Grantee ceases to be employed by Real Goods.

The Board of Directors of Real Goods (the “Board”) or a Committee designated by the Board (the “Committee”) has full power and authority to direct the execution and delivery of this Agreement in the name and on behalf of Real Goods. The Board or the Committee has authorized the execution and delivery of this Agreement. All capitalized terms not otherwise defined in this Agreement have the same meaning given such capitalized terms in the Plan.

The parties hereto agree as follows:

Section 1. Grant of Stock Option; Term. Subject and pursuant to all terms and conditions stated in this Agreement and in the Plan, Real Goods hereby grants to Grantee an option (the “Option”) to purchase the number of shares (the “Option Shares”) of Real Goods’ Class A Common Stock, par value $.0001 per share (the “Common Shares”), set forth above, at the exercise price set forth above. Except as otherwise provided in this Agreement or the Plan, the Option may not be exercised after the close of business on the expiration date set forth above. Grantee hereby accepts the Option on such terms and conditions, including, without limitation, the confidentiality and noncompete provisions set forth in Section 8

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of this Agreement. The Option is a Nonqualified Stock Option (as such term is defined in the Plan). Grantee shall, subject to the limitations of this Agreement and the Plan, have the right to exercise the Option by purchasing all or any part of the vested Option Shares then available for purchase under the vesting schedule set forth above (less any Option Shares previously purchased upon exercise of this Option).

Section 2. Procedures for Exercise. Grantee shall exercise all or any part of the Option by delivering to Real Goods: (i) written notice of the number of vested Option Shares to be purchased, (ii) payment of the exercise price of such Option Shares in the form of cash or, if permitted by the Committee, qualified Common Shares, the surrender of another outstanding Award under the Plan or any combination thereof, and (iii) payment of any required withholding pursuant to Section 10 of this Agreement. The Option shall be deemed to have been exercised as of the close of business on the date the required documents and required consideration are received by Real Goods. For purposes of this Section 2, Common Shares shall be deemed to be “qualified” Common Shares if they have been held by Grantee for six months or such other period as set from time to time by the Board or the Committee.

Section 3. Termination of Employment, Retirement, Disability or Death.

(a) Vesting shall cease on the date Grantee ceases to be employed by the Company. Following Grantee’s last day of employment with the Company, this Option shall only be exercisable for the number of Option Shares that are vested as of Grantee’s last day of employment with by the Company (less any Option Shares previously acquired upon exercise of this Option).

(b) Except as provided in Section 3(c) or 3(d) of this Agreement, following Grantee’s last day of employment with the Company, this Option may be exercised at any time and from time to time within the lesser of (i) the 30 day period commencing on the first day after Grantee’s last day of employment with the Company or (ii) the remaining term of the Option.

(c) If termination of employment occurs due to death or disability while Grantee is an employee of the Company, then this Option may be exercised at any time and from time to time within the lesser of (i) the one year period commencing on the first day after Grantee’s last day of employment with the Company or (ii) the remaining term of the Option.

(d) If termination of employment occurs due to retirement at or after normal retirement age, as prescribed from time to time by the Company’s retirement policy, or retirement under circumstances approved by the Committee (either before or after retirement), then this Option may be exercised at any time within the lesser of (i) the three month period commencing on the first day after Grantee’s last day of employment with the Company, or, if Grantee dies during the three month period commencing on the first day after Grantee’s last day of employment with the Company, then the one year period commencing on the first day after Grantee’s last day of employment with the Company, or (ii) the remaining term of the Option.

Section 4. Issuance and Delivery of Option Shares. The stock certificate(s) representing Option Shares shall be issued to Grantee subject to satisfaction of the applicable tax withholding requirements set forth in Section 10 of this Agreement. The issuance of Option Shares shall be in accordance with the provisions of Section 5 of this Agreement.

Section 5. No Issuance of Option Shares if Violation. Real Goods shall not issue stock certificate(s) representing Option Shares if Real Goods determines, in its sole discretion, that the issuance of such certificate(s) would violate the terms of the Plan, this Agreement or applicable law.

Section 6. Rights as an Employee or Shareholder. Except as otherwise provided in the Plan, no person shall be, or have any of the rights or privileges of, a shareholder of Real Goods with respect to

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any of the Option Shares unless and until certificates representing such shares shall have been issued and delivered to such person. Neither the Plan nor this Agreement shall be deemed to give Grantee any right with respect to continued employment with the Company, nor shall the Plan or the Agreement be deemed to limit in any way the Company’s right to terminate Grantee’s employment at any time.

Section 7. Nondisparagement and Further Assistance. During Grantee’s employment and thereafter, Grantee will not make any disclosure, issue any public statements or otherwise cause to be disclosed any information which is designed, intended or might reasonably be anticipated to discourage suppliers, customers or employees of the Company or otherwise have a negative impact or adverse effect on the Company. Grantee will provide assistance reasonably requested by the Company in connection with actions taken by Grantee while employed by the Company, including but not limited to assistance in connection with any lawsuits or other claims against the Company arising from events during the period in which Grantee was employed.

Section 8. Nondisclosure of Confidential Information; Covenants.

(a) In consideration of the receipt of the Option, Grantee agrees (i) not to disclose to any third party any trade secrets or any other confidential information of the Company (including but not limited to cost or pricing information, customer lists, commission plans, supply information, internal business procedures, market studies, expansion plans, potential acquisitions, terms of any acquisition or potential acquisition or the existence of any negotiations concerning the same or any similar non-public information relating to the Company’s internal operations, business policies or practices) acquired during Grantee’s employment by the Company or after the termination of such employment, or (ii) use or permit the use of any of the Company’s trade secrets or confidential information in any way to compete (directly or indirectly) with the Company or in any other manner adverse to the Company.

(b) Grantee agrees that, without the prior written consent of the Company, signed by the Company’s President, Grantee will not, during the term of Grantee’s employment by the Company or for a period of two years thereafter (i) solicit any customers of the Company for the purposes of diverting any existing or future business of such customers to a competing source, (ii) solicit any vendors to the Company (directly or indirectly) for the purpose of causing, inviting or encouraging any such vendor to alter or terminate his, her or its business relationship with the Company, or (iii) solicit any employees of the Company (directly or indirectly) for the purpose of causing, inviting or encouraging any such employee to alter or terminate his, her or its employment relationship with the Company.

(c) Grantee agrees that, without the prior written consent of the Company, signed by the Company’s President, Grantee will not, during the term of Grantee’s employment by the Company or for a period of six months thereafter accept employment with, serve as a consultant to, or accept compensation from any person, firm or corporation (including any new business started by Grantee, either alone or with others) whose products and or services compete with those offered by the Company, in any geographic market in which the Company is then doing business or to Grantee’s knowledge plans to do business.

(d) The Company will be entitled to enforce its rights under this Agreement to the extent permitted by applicable law, specifically to recover damages permitted by applicable law by reason of any breach of any provision of this Agreement and to exercise all other rights to which it may be entitled. Grantee agrees and acknowledges that money damages may not be an adequate remedy for breach of the provisions of this Agreement and that the Company may in its sole discretion apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement to the extent permitted by applicable law.

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(e) Grantee agrees that this covenant is reasonable with respect to its duration, geographic area and scope. It is the desire and intent of the parties that the provisions of this Section 8 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 8 shall be adjudicated to be invalid or unenforceable, this Section 8 shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of this Section 8 in the particular jurisdiction in which such adjudication is made.

Section 9. Securities Laws. Grantee acknowledges that applicable securities laws may restrict the right and govern the manner in which Grantee may dispose of the Option Shares obtained upon exercise of the Option and Grantee agrees not to offer, sell or otherwise dispose of any such shares in a manner that would violate the Securities Act of 1933, as amended, or any other federal or state law.

Section 10. Income Taxes. Grantee acknowledges that when Grantee is required to recognize income for federal, state or local income tax purposes on account of the grant, vesting and/or exercise of the Option, pursuant to this Agreement, that such income shall be subject to withholding of tax by the Company. Grantee agrees that the Company may either withhold an appropriate amount from any compensation or any other payment of any kind then payable or that may become payable to Grantee or, require Grantee to make a cash payment to the Company equal to the amount of withholding required in the opinion of the Company. In the event Grantee does not make such payment when requested, the Company may refuse to issue or cause to be delivered any shares under this Agreement or any other incentive plan agreement entered into by Grantee and the Company until such payment has been made or arrangements for such payment satisfactory to the Company have been made. Grantee agrees further to notify the Company promptly if Grantee files an election pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, with respect to any Option Shares.

Section 11. Prohibition on Transfer or Assignment. Except as provided in the Plan, neither this Agreement nor the Option may be transferred or assigned, other than an assignment by will or by laws of descent and distribution, and this Option shall be exercisable during the Grantee’s lifetime only by Grantee or by such permitted assignee.

Section 12. Binding Effect; No Third Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the Company and Grantee and their respective heirs, representatives, successors and permitted assigns. This Agreement shall not confer any rights or remedies upon any person other than Real Goods and the Grantee and their respective heirs, representatives, successors and permitted assigns. The parties hereto agree that this Agreement shall survive the exercise or termination of the Option.

Section 13. Agreement to Abide by Plan; Conflict between Plan and Agreement. The Plan is hereby incorporated by reference into this Agreement and made a part hereof as though fully set forth in this Agreement. Grantee, by execution of this Agreement, (i) represents that he is familiar with the terms and provisions of the Plan and (ii) agrees to abide by all of the terms and conditions of this Agreement and the Plan. Grantee accepts as binding, conclusive and final all decisions or interpretations of Real Goods upon any question arising under the Plan and this Agreement (including, without limitation, the cause of any termination of Grantee’s employment with the Company). In the event of any conflict between the Plan and this Agreement, the Plan shall control and this Agreement shall be deemed to be modified accordingly.

Section 14. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior understandings, agreements, or representations by or between the parties, written or oral, to the extent they related in any way to the subject matter hereof. Grantee agrees and acknowledges that this Agreement satisfies in full any obligations of the Company and its subsidiaries and predecessors in connection with the grant of any stock options or other equity incentives.

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Section 15. Choice of Law. To the extent not superseded by federal law, the laws of the State of Colorado (without reference to conflict of laws principles) shall control in all matters relating to this Agreement and any action relating to this Agreement must be brought in a state or federal court located in the City and County of Denver, Colorado.

Section 16. Notice. All notices, requests, demands, claims, and other communications under this Agreement shall be in writing. Any notice, request, demand, claim, or other communication under this Agreement shall be deemed duly given if (and then two business days after) it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient at the address set forth below the recipient’s signature to this Agreement. Either party to this Agreement may send any notice, request, demand, claim, or other communication under this Agreement to the intended recipient at such address using any other means (including personal delivery, expedited courier, messenger service, telecopy, ordinary mail, or electronic mail), but no such notice, request, demand, claim, or other communication shall be deemed to have been duly given unless and until it actually is received by the intended recipient. Either party to this Agreement may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other party notice in the manner set forth in this Section 16.

Section 17. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

EXECUTED as of this 21st day of December, 2012.

REAL GOODS SOLAR, INC.			GRANTEE
By	/s/ John Jackson		By	/s/ Kam Mofid
	Name / Title: John Jackson / Secretary		Name:	Kamyar (Kam) Mofid
	Address:	833 W. South Boulder Road Louisville, Colorado 80027 Attn: Stock Option Administration	Address:

                Last Four Digits Of SSN: ____________________________________

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