SatCon Technology (SATC)

Employment Agreements:

The Company had employment agreements with certain former employees that provided for severance payments and accelerated vesting of options upon termination of employment under certain circumstances or a change of control, as defined.  During the fourth quarter of 2008, the Company recorded approximately $0.3 million related to the employment contract of the former Chief Executive Officer which represents amounts due subsequent to March 1, 2009.  The former Chief Executive Officer will continue on as a director of the Company.

The Company’s employment arrangement with its current Chief Executive Officer provides that if his employment is terminated by the Company without cause or is constructively terminated within one year following a “change of control” transaction, his salary and medical benefits will be continued for one year thereafter subject to his execution of a release agreement with the Company.

Employment Agreements

        The Company has employment agreements with certain employees that provide severance payments and accelerated vesting of options upon termination of employment under certain circumstances or a change of control, as defined. As of December 31, 2008 the Company has either terminated or given notice to these employees. As a result, the Company charged approximately $0.5 million to restructuring during the year ended December 31, 2008. Approximately $0.3 million related to the employment contract of the former Chief Executive Officer which represents amounts due subsequent to March 1, 2009. The Former Chief Executive Officer will continue on as a director of the Company and will continue to provide services to the Company until March 1, 2009.

Employment Agreements

        The Company has employment agreements with certain employees that provide severance payments and accelerated vesting of options upon
termination of employment under certain circumstances or a change of control, as defined. As of December 31, 2008 the Company has either terminated or given notice to these employees. As a
result, the Company charged approximately $0.5 million to restructuring during the year ended December 31, 2008. Approximately $0.3 million related to the employment contract of
the former Chief Executive Officer which represents amounts due subsequent to March 1, 2009. The Former Chief Executive Officer will continue on as a director of the Company and will continue
to provide services to the Company until March 1, 2009.

Employment Agreements:

The Company has employment agreements with certain employees that provide severance payments and accelerated vesting of options upon termination of employment under certain circumstances or a change of control, as defined in the employment agreements. As of September 27, 2008 and December 31, 2007, the Company’s potential obligation to these employees was approximately $0.8 million and $0.5 million, respectively.

Employment Agreements:

The Company has employment agreements with certain employees that provide severance payments and accelerated vesting of options upon termination of employment under certain circumstances or a change of control, as defined in the employment agreements. As of June 28, 2008 and December 31, 2007, the Company’s potential obligation to these employees was approximately $1.0 million and $500,000, respectively.

Employment Agreements:

The Company has employment agreements with certain employees that provide severance payments and accelerated vesting of options upon termination of employment under certain circumstances or a change of control, as defined in the employment agreements. As of March 29, 2008 and December 31, 2007, the Company’s potential obligation to these employees was approximately $500,000.  During the year ended December 31, 2006, the Company terminated the employment of an employee that had an employment agreement that provided for severance payments upon termination.  The Company recorded a charge to operations of approximately $250,000 related to this severance agreement as selling, general and administrative expense in its results of operations for the year ended December 31, 2006.  At March 29, 2008 and March 31, 2007, approximately $0 and $0.1 million was accrued, respectively.

Employment Agreements

        The Company has employment agreements with certain employees that provide severance payments and accelerated vesting of options upon termination of employment under certain circumstances or a change of control, as defined. As of December 31, 2007 and 2006, the Company's potential obligation to these employees was approximately $500,000, and $300,000, respectively. During the year ended December 31, 2006, the Company severed the employment of an employee that had an employment agreement that provided for severance. The Company recorded a charge to operations of approximately $250,000 related to this severance agreement as selling, general and administrative expense in its results of operations for the year ended December 31, 2006. At December 31, 2006, approximately $0.2 million was accrued; all amounts were paid out prior to December 31, 2007.

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Employment Agreements

        The Company has employment agreements with certain employees that provide severance payments and accelerated vesting of options upon termination of employment
under certain circumstances or a change of control, as defined. As of December 31, 2007 and 2006, the Company's potential obligation to these employees was approximately $500,000, and $300,000,
respectively. During the year ended December 31, 2006, the Company severed the employment of an employee that had an employment agreement that provided for severance. The Company recorded a
charge to operations of approximately $250,000 related to this severance agreement as selling, general and administrative expense in its results of operations for the year ended December 31,
2006. At December 31, 2006, approximately $0.2 million was accrued; all amounts were paid out prior to December 31, 2007.

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Employment Agreements

        Except with respect to our CEO, David Eisenhaure, and our Vice President of Finance, David O'Neil, we do not have any employment agreements in effect with any of our current executives. Mr. Eisenhaure's employment agreement, which has been in place since 1992, provides that he is entitled to receive as a severance payment 100% of his annual salary plus benefits, payable in twelve equal monthly installments, if (i) our company or a substantial portion of our company is acquired without the approval of our board of directors; or (ii) without his consent, his employment is terminated without cause or his salary is reduced, or there is a substantial change in his position or there is a change in his principal place of employment from the greater Boston, Massachusetts area.

        Mr. O'Neil's employment agreement, which has been in place since September 2007, provides that he is entitled to receive as a severance payment 100% of his base salary plus benefits, payable in twenty-six equal installments, if his employment agreement is not renewed or if, without his consent, his employment is terminated without cause or his salary is reduced, or there is a substantial change in his position or there is a change in his principal place of employment from the greater Boston, Massachusetts area.

        Michael Turmelle, former president of SatCon Power Systems, Inc., who terminated employment with our company on October 31, 2006, had a similar employment agreement with us. Under the terms of this agreement, Mr. Turmelle receives his base salary, minus applicable withholdings and deductions, for one (1) year after his termination date. While an employee, Mr. Turmelle had been issued 391,450 stock options under the our various stock incentive plans. Under the terms of the employment termination agreement, Mr. Turmelle has the right to exercise these options until October 31, 2008.

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Employment Agreements:

        The Company has employment agreements with certain employees that provide severance payments and accelerated vesting of options upon termination of employment under certain circumstances or a change of control, as defined in the employment agreements. As of September 29, 2007 and December 31, 2006, the Company's potential obligation to these employees was approximately $500,000 and $300,000 in total, respectively. During the year ended December 31, 2006, the Company terminated the employment of an employee that had an employment agreement that provided for severance payments upon termination. The Company recorded a charge to operations of approximately $250,000 related to this severance agreement as selling, general and administrative expense in its results of operations for the year ended December 31, 2006. At September 29, 2007 and December 31, 2006, approximately $0 and $0.2 million were accrued, respectively.

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Employment Agreements:

The Company has employment agreements with certain employees that provide severance payments and accelerated vesting of options upon termination of employment under certain circumstances or a change of control, as defined in the employment agreements. As of June 30, 2007 and December 31, 2006, the Company’s potential obligation to these employees was approximately $300,000 in total.  During the year ended December 31, 2006, the Company terminated the employment of an employee that had an employment agreement that provided for severance payments upon termination.  The Company recorded a charge to operations of approximately $250,000 related to this severance agreement as selling, general and administrative expense in its results of operations for the year ended December 31, 2006.  At June 30, 2007 and December 31, 2006, approximately $0.1 million and $0.2 million were accrued, respectively.

18

Employment Agreements:

The Company has employment agreements with certain employees that provide severance payments and accelerated vesting of options upon termination of employment under certain circumstances or a change of control, as defined in the employment agreements. As of March 31, 2007 and December 31, 2006, the Company’s potential obligation to these employees was approximately $300,000.  During the year ended December 31, 2006, the Company terminated the employment of an employee that had an employment agreement that provided for severance payments upon termination.  The Company recorded a charge to operations of approximately $250,000 related to this severance agreement as selling, general and administrative expense in its results of operations for the year ended December 31, 2006.  At March 31, 2007 and December 31, 2006, approximately $0.1 million and $0.2 million was accrued, respectively.

17

 Employment Agreements

Except with respect to our President and CEO, David Eisenhaure, we do not have any employment agreements in effect with any of our current executives. Mr. Eisenhaure’s employment agreement, which has been in place since 1992, provides that he is entitled to receive as a severance payment 100% of his annual salary plus benefits, payable in twelve equal monthly installments, if (i) the company or a substantial portion of the company is acquired without the approval of the Board; or (ii) without his consent, his employment is terminated without cause or his salary is reduced, or there is a substantial change in his position or there is a change in his principal place of employment from the greater Boston, Massachusetts area.

Michael Turmelle, former President of SatCon Power Systems, Inc., who terminated employment with the Corporation on October 31, 2006, had a similar employment agreement with the Corporation. Under the terms of this agreement, Mr. Turmelle receives his base salary, minus applicable withholdings and deductions, for one (1) year after his termination date. While an employee, Mr. Turmelle had been issued 391,450 stock options under the our various stock incentive plans. Under the terms of the Employment Termination Agreement, Mr. Turmelle has the right to exercise such options until October 31, 2008.

Employment Agreements

The Company has employment agreements with certain employees that provide severance payments and accelerated vesting of options upon termination of employment under certain circumstances or a change of control, as defined. As of December 31, 2006 and 2005, the Company’s potential obligation to these employees was approximately $300,000, and $500,000, respectively. During fiscal 2005 the Company severed the employment of an employee that had an employment agreement that provided for severance. The Company recorded a charge to operations of approximately $100,000 related to this severance agreement as selling, general and administrative expense in its results of operations for the fiscal year ended September 30, 2005. During the year ended December 31, 2006 the Company severed the employment of an employee that had an employment agreement that provided for severance. The Company recorded a charge to operations of approximately $250,000 related to this severance agreement as selling, general and administrative expense in its results of operations for the year ended December 31, 2006. At December 31, 2006 approximately $0.2 million was accrued.

Employment Agreements:

The Company has employment agreements with certain employees that provide severance payments and accelerated vesting of options upon termination of employment under certain circumstances or a change of control, as defined. As of September 30, 2006 and December 31, 2005, the Company’s potential obligation to these employees was approximately $500,000.  On October 16, 2006, an employee covered under an employment agreement was terminated, effective October 1, 2006.  The Company will accrue the termination cost in its fourth quarter ending December 31, 2006.

Employment Agreements:

The Company has employment agreements with certain employees that provide severance payments and accelerated vesting of options upon termination of employment under certain circumstances or a change of control, as defined. As of July 1, 2006 and September 30, 2005, the Company’s potential obligation to these employees was approximately $500,000.

Employment Agreements:

The Company has employment agreements with certain employees that provide severance payments and accelerated vesting of options upon termination of employment under certain circumstances or a change of control, as defined. As of April 1, 2006 and September 30, 2005, the Company’s potential obligation to these employees was approximately $500,000.

Employment Agreements:

The Company has employment agreements with certain employees that provide severance payments and accelerated vesting of options upon termination of employment under certain circumstances or a change of control, as defined. As of December 31, 2005 and September 30, 2005, the Company’s potential obligation to these employees was approximately $500,000.

Employment Agreements

The Company has employment agreements with certain employees that provide severance payments and accelerated vesting of options upon termination of employment under certain circumstances or a change of control, as defined. As of September 30, 2005 and 2004, the Company’s potential obligation to these employees was approximately $500,000 and $614,000, respectively. During fiscal 2005 the Company severed the employment of an employee that had an employment agreement that provided for severance. The Company recorded a charge to operations of approximately $100,000 related to this severance agreement as selling, general and administrative expense in its results of operations for the fiscal year ended September 30, 2005.

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Employment Agreements

The Company has employment agreements with certain employees that provide severance payments and accelerated vesting of options upon termination of employment under certain circumstances or a change of control, as defined. As of September 30, 2005 and 2004, the Company’s potential obligation to these employees was approximately $500,000 and $614,000, respectively. During fiscal 2005 the Company severed the employment of an employee that had an employment agreement that provided for severance. The Company recorded a charge to operations of approximately $100,000 related to this severance agreement as selling, general and administrative expense in its results of operations for the fiscal year ended September 30, 2005.

73

Employment Agreements:

The Company has employment agreements with certain employees that provide severance payments and accelerated vesting of options upon termination of employment under certain circumstances or a change of control, as defined. As of July 2, 2005, the Company’s potential obligation to these employees was approximately $500,000.  During the nine months ended July 2, 2005 the Company severed the employment of an employee that had an employment agreement that provided for severance.  The Company recorded a charge to operations of approximately $100,000 related to this severance agreement in its results of operations for the nine months ended July 2, 2005.

Employment Agreements:

                The Company has employment agreements with certain employees that provide severance payments and accelerated vesting of options upon termination of employment under certain circumstances or a change of control, as defined. As of April 2, 2005, the Company’s potential obligation to these employees was approximately $500,000.  During the second fiscal quarter of 2005 the Company severed the employment of an employee that had an employment agreement that provided for severance.  The Company recorded a charge to operations of approximately $100,000 related to this severance agreement in its results of operations for the three and six months ended April 2, 2005.

Employment Agreements:

The Company has employment agreements with certain employees that provide severance payments and accelerated vesting of options upon termination of employment under certain circumstances or a change of control, as defined. As of January 1, 2005, the Company’s potential obligation to these employees was approximately $614,000. Subsequent to the end of the first fiscal quarter the Company severed the employment of an employee that had an employment agreement that provided for severance. The Company will record a charge of approximately $100,000 related to this severance agreement in its results of operations for the second fiscal quarter ended April 2, 2005.