S-8

As filed with the Securities and Exchange Commission on May 13, 2011

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

EnergyConnect Group, Inc.

(Exact name of registrant as specified in its charter)

Oregon	93-0935149
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

901 Campisi Way, Suite 260

Campbell, CA 95008

(Address of principal executive offices) (Zip Code)

Restricted Stock Unit Agreements

(Full title of the Plan)

Kevin R. Evans, President and Chief Executive Officer

EnergyConnect Group, Inc.

901 Campisi Way, Suite 260

Campbell, CA 95008

(Name and address of agent for service)

(408) 370-3311

(Telephone number, including area code, of agent for service)

Copy to:

Christine McCarthy, Esq.

Orrick, Herrington & Sutcliffe LLP

1040 Marsh Road, Menlo Park, CA 94025

(650) 614-7400

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. (Check one):

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

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, no par value per share	1,250,000	$0.22	$275,000 (2)	$32.00

(1) This Registration Statement shall also cover any additional shares of common stock, no par value per share (the “Common Stock”), which become issuable pursuant to the Restricted Stock Unit Agreements by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration by EnergyConnect Group, Inc. (the “Registrant”) which results in an increase in the number of the Registrant’s outstanding shares of Common Stock.

(2) The Proposed Maximum Offering Price Per Share is calculated in accordance with Rules 457(c) and 457(h) under the Securities Act of 1933, as amended (the “Securities Act”), solely for purposes of calculating the registration fee on the basis of $0.22 per share, the average of the high ($0.22) and low ($0.22) prices per share of the Registrant’s Common Stock on the Over-The-Counter Bulletin Board on May 9, 2011.

EXPLANATORY NOTE

This Registration Statement is being filed for the purpose of registering 1,250,000 shares of the Registrant’s Common Stock issuable pursuant to Restricted Stock Unit Agreements.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.**

Item 2. Registrant Information and Employee Plan Annual Information.**

** The documents containing the information specified in Part I of Form S-8 will be delivered to the recipients of the Restricted Stock Unit Agreements covered by this Registration Statement in accordance with Form S-8 and Rule 428(b)(1) under the Securities Act. Such documents are not required to be, and are not, filed with the Securities and Exchange Commission (the “SEC”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the SEC:

(a) The Registrant’s Form 10-K filed with the SEC on April 1, 2011, as amended by the Registrant’s Form 10-K/A filed with the SEC on May 2, 2011, for the fiscal year ended January 1, 2011 (File No. 000-26226);

(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) since the end of the fiscal year covered by the Registrant document referred to in (a) above; and

(c) The Registrant’s Registration Statement on Form S-1/A, filed with the SEC on October 14, 2008 (File No. 333-152249), in which are described the terms, rights and provisions applicable to the Registrant’s Common Stock, and including any other amendments or reports filed for the purpose of updating such description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered 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 a part hereof from the date of filing of such documents, except as to specific sections of such statements as set forth therein. Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K prior or subsequent to the date hereof shall not be incorporated by reference into this Registration Statement. Any statement contained 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 other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Sections 60.391 and 60.407 of the Oregon Business Corporation Act provide that a corporation may indemnify an individual made a party to a proceeding because the individual is or was a director or officer against liability incurred in the proceeding if the conduct of the individual was in good faith, the individual reasonably believed that the individual’s conduct was in the best interests of the corporation, or at least not opposed to its best interests and (in the case of any criminal proceeding) the individual had no reasonable cause to believe the individual’s conduct was unlawful. A corporation may also indemnify a director’s conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan. Section 60.394 of the Oregon Business Corporation Act requires corporations (unless limited by the articles of incorporation) to indemnify directors who are wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because of being a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding. Section 60.414 of the Oregon Business Corporation Act provides that the indemnification provisions in Section 60.387 to Section 60.407 are not exclusive of any other rights to which directors or officers, employees or agents may be entitled under the corporation’s articles of incorporation or bylaws, any agreement, general or specific action of its board of directors, vote of shareholders or otherwise.

Article VI of the Registrant’s Tenth Restated Articles of Incorporation (the “Articles of Incorporation”) provide for indemnification by the Registrant of its directors and officers to the fullest extent permitted by law. The Registrant believes that the indemnification provisions in the Articles of Incorporation are necessary to attract and retain qualified persons as directors and officers. In addition, the Registrant has entered into indemnification agreements with its officers and directors.

Item 7. Exemption From Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit Number	Name
5.1	Opinion and Consent of Orrick, Herrington & Sutcliffe LLP
23.1	Consent of Russell Bedford Stephanou Mirchandani LLP
23.2	Consent of SingerLewak LLP
23.3	Consent of Orrick, Herrington & Sutcliffe LLP (included in Exhibit 5.1 to this Registration Statement)
24.1	Power of Attorney (included on signature page to this Registration Statement)
99.1	Restricted Stock Unit Agreement, dated November 10, 2010, by and between the Registrant and Kevin R. Evans
99.2	Form of Restricted Stock Unit Agreement, dated November 10, 2010, by and between the Registrant and D. Jay Crookston, William Munger, Richard J. Quattrini and John P. Stremel

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;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the 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 the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the 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 SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 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 the Registration Statement or any material change to such information in the Registration Statement;

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

(2) That, for the purpose of determining any liability under the Securities Act, 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, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the 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 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 SEC such indemnification is against public policy as expressed in the Securities Act 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 and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, 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 Campbell, State of California on May 13, 2011.

ENERGYCONNECT GROUP, INC.
By:	/s/ Kevin R. Evans
	Kevin R. Evans
	President and Chief Executive Officer

POWER OF ATTORNEY

KNOW BY ALL PERSONS BY THESE PRESENT:

Each of the undersigned directors of EnergyConnect Group, Inc., an Oregon corporation (the “Company”), hereby constitutes and appoints Kevin R. Evans and Amir Ameri, or either of them, his true and lawful attorneys-in-fact, with full power of substitution, for him or her and in his or her name, place and stead, in his or her capacity as a director, to execute a Registration Statement on Form S-8 under the Securities Act, as amended, relating to 1,250,000 shares of Common Stock that are issuable pursuant to certain Restricted Stock Unit Agreements and any and all amendments (including post-effective amendments) to such Registration Statement, and to file such Registration Statement and any and all amendments thereto, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact full power and authority to do and perform each and every act and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes, as he or she might or could do in person, and ratify and confirm all that such attorneys-in-fact or their substitutes may lawfully do or cause to be done by virtue hereof, and hereby consents to such registration of the shares and the issuance thereof pursuant to the terms of the Restricted Stock Unit Agreements.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated below on this 13^th day of May, 2011.

Signature	Title
/s/ Kevin R. Evans
Kevin R. Evans	Director, President and Chief Executive Officer
/s/ Amir Ameri
Amir Ameri	Interim Chief Financial Officer
/s/ Gary D. Conley
Gary D. Conley	Chairman of the Board of Directors
/s/ Rodney M. Boucher
Rodney M. Boucher	Director
/s/ N. Beth Emery
N. Beth Emery	Director
Andrew N. MacRitchie	Director
/s/ John P. Metcalf
John P. Metcalf	Director
/s/ Thomas P. Reiter
Thomas P. Reiter	Director
/s/ Kurt E. Yeager
Kurt E. Yeager	Director

EXHIBIT INDEX

Exhibit Number	Name
5.1	Opinion and Consent of Orrick, Herrington & Sutcliffe LLP
23.1	Consent of Russell Bedford Stephanou Mirchandani LLP
23.2	Consent of SingerLewak LLP
23.3	Consent of Orrick, Herrington & Sutcliffe LLP (included in Exhibit 5.1 to this Registration Statement)
24.1	Power of Attorney (included on signature page to this Registration Statement)
99.1	Restricted Stock Unit Agreement, dated November 10, 2010, by and between the Registrant and Kevin R. Evans
99.2	Form of Restricted Stock Unit Agreement, dated November 10, 2010, by and between the Registrant and D. Jay Crookston, William Munger, Richard J. Quattrini and John P. Stremel

EX-5.1

Exhibit 5.1

OPINION AND CONSENT OF ORRICK, HERRINGTON AND SUTCLIFFE LLP

May 13, 2011

EnergyConnect Group, Inc.

901 Campisi Way, Suite 260

Campbell, CA 95008

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

At your request, we are rendering this opinion in connection with the Registration Statement on Form S-8 (the “Registration Statement”) filed by you with the Securities and Exchange Commission (the “SEC”) on or about May 11, 2011, in connection with the registration under the Securities Act of 1933, as amended, of 1,250,000 shares of common stock (“Common Stock”) of EnergyConnect Group, Inc., an Oregon corporation (the “Company”), reserved for issuance pursuant to certain Restricted Stock Unit Agreements.

We have examined instruments, documents, and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy, and completeness of the information, representations, and warranties contained in the records, documents, instruments and certificates we have reviewed.

Based on such examination, we are of the opinion that the shares of Common Stock to be issued by the Company pursuant to the Restricted Stock Unit Agreements are duly authorized, and when issued and sold as described in the Restricted Stock Unit Agreements and Registration Statement, will be legally issued, fully paid, and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the above referenced Registration Statement and to the use of our name wherever it appears in said Registration Statement, including the prospectus constituting a part thereof. In giving such consent, we do not consider that we are “experts” within the meaning of such term as used in the Securities Act of 1933, as amended, or the rules and regulations of the SEC issued thereunder with respect to any part of the Registration Statement, including this opinion, as an exhibit or otherwise.

Very truly yours,

/s/ ORRICK, HERRINGTON & SUTCLIFFE LLP

Orrick, Herrington & Sutcliffe 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 certain EnergyConnect Group, Inc. Restricted Stock Unit Agreements of our report dated March 18, 2010, relating to the financial statements and financial statements schedules of EnergyConnect Group, Inc., which include an explanatory paragraph relating to substantial doubt about the Company’s ability to continue as a going concern, appearing in the Annual Report on Form 10-K of EnergyConnect Group, Inc. for the year ended January 1, 2011.

/s/ RBSM LLP

New York, New York

May 13, 2011

EX-23.2

Exhibit 23.2

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 certain EnergyConnect Group, Inc. Restricted Stock Unit Agreements of our report dated April 1, 2011, relating to our audit of the consolidated financial statements, which includes an emphasis paragraph relating to an uncertainty as to the Company’s ability to continue as a going concern, which appears in the Annual Report on Form 10-K of the Company for the year ended January 1, 2011.

/s/ SingerLewak LLP

San Jose, CA

May 13, 2011

EX-99.1

Exhibit 99.1

RESTRICTED STOCK UNIT AGREEMENT, DATED NOVEMBER 10, 2010,

BY AND BETWEEN THE REGISTRANT AND KEVIN R. EVANS

ENERGYCONNECT GROUP, INC.

RESTRICTED STOCK UNIT AGREEMENT

This Restricted Stock Unit Agreement (the “Agreement”) is made and entered into as of November 10, 2010 by and between EnergyConnect Group, Inc., an Oregon corporation (the “Company”), and Kevin R. Evans (the “Executive”). In consideration of the mutual agreements herein contained and intending to be legally bound hereby, the parties agree as follows:

1. Restricted Stock Units. The Company hereby grants to Executive, and Executive hereby accepts from the Company, one million five hundred thousand (1,500,000) restricted stock units, each of which is a bookkeeping entry representing the equivalent in value of one (1) share of Company common stock, on the terms and conditions set forth herein (the “Restricted Stock Units”).

2. Vesting of Restricted Stock Units.

(a) So long as Executive’s service for the Company continues in any capacity (whether as an employee, consultant, or director), the Restricted Stock Units shall vest in accordance with the following schedule: twenty five percent (25%) of the total number of Restricted Stock Units shall vest on May 11, 2011, and twelve and one-half percent (12.5%) of the total number of Restricted Stock Units shall vest on the eleventh (11th) day of every third (3rd) month thereafter until all Restricted Stock Units have vested, provided that, notwithstanding the foregoing, to the extent not previously vested, one hundred percent (100%) of the Restricted Stock Units shall vest upon the consummation of a Change of Control (as defined below). Further, if at any time Executive takes a leave of absence, the Administrator (as defined below) may, at its discretion, suspend vesting during the period of leave.

(b) For purposes of this Agreement, a “Change of Control” shall mean the occurrence of any of the following:

(i) A tender offer or exchange offer made and consummated for ownership of the Company’s stock representing fifty percent (50%) or more of the combined voting power of the Company’s outstanding securities;

(ii) The sale or transfer of assets representing fifty percent (50%) or more of the net book value and of the fair market value of the Company’s consolidated assets (either in a single transaction or in a series of related transactions), other than as provided in Section (iii) below to another entity which is not a wholly owned subsidiary of the Company;

(iii) Any merger or consolidation of the Company with any other corporation (or entity) where fifty percent (50%) or less of the outstanding voting shares of the surviving or resulting corporation (or voting rights of any other entity) are owned in the aggregate by Company’s former shareholder(s));

(iv) Any action(s) or event(s) occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are Incumbent Directors (as defined below);

(v) Any action(s) or event(s) occurring within a six (6)-month period, as a result of which a majority of the Company’s Board of Directors at the beginning of such six (6)-month period no longer constitutes a majority of the Company’s Board of Directors at the end of such six (6)-month period; or

(vi) The exercise of warrants, stock options or other derivative of Company’s securities, which upon exercise would cause the exercising party or parties in a series of related transactions to own fifty percent (50%) or more of the outstanding shares of the Company.

(c) For purposes of this Agreement, “Incumbent Directors” shall mean directors who either (i) are directors of the Company as of September 27, 2010 (the date that the Retention Agreement by and between Executive and the Company was approved by the Compensation Committee of the Board of Directors), or (ii) are elected, or nominated for election, to the Company’s Board of Directors with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but, notwithstanding the foregoing, shall not include Andy MacRitchie and Thomas Reiter or any individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company).

3. Termination of Service. In the event of the termination of Executive’s service with the Company for any reason, all unvested Restricted Stock Units shall be immediately forfeited without consideration. For purposes of the preceding sentence, Executive’s right to vest in the Restricted Stock Units will terminate effective as of the date that Executive is no longer actively providing service to the Company in any capacity (whether as an employee, consultant, or director) and the Administrator shall have the exclusive discretion to determine when Executive is no longer actively providing service to the Company for purposes of this Agreement.

4. Settlement of Restricted Stock Units. Restricted Stock Units shall be automatically settled in shares of Company common stock upon vesting of such Restricted Stock Units, provided that the Company shall have no obligation to issue shares pursuant to this Agreement unless and until Executive has satisfied any applicable tax and/or other obligations pursuant to Section 5 below and such issuance otherwise complies with all applicable law, including applicable securities laws.

5. Withholding of Tax.

(a) Executive hereby authorizes withholding from payroll and any other amounts payable to Executive, and otherwise agrees to make adequate provision for, any sums required to satisfy any federal, state, local and foreign tax withholding obligations of the Company, or any other required deductions, if any, which arise in connection with the grant, vesting and/or settlement of the Restricted Stock Units.

(b) Upon Executive’s request, and subject to the approval of the Administrator, in its sole discretion, and compliance with any applicable legal conditions or restrictions, the Company may satisfy any obligations described in Section 5(a) above by withholding from shares otherwise issuable to Executive, a number of whole shares having a fair market value, determined by the Company as of the applicable date, equal to the amount due. Any adverse consequences to Executive arising in connection with such share withholding procedure shall be Executive’s sole responsibility.

(c) The Company shall not be obligated to issue shares pursuant to this Agreement unless the withholding obligations of the Company, and any other required deductions, are satisfied.

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6. Tax and Legal Advice. Executive represents, warrants and acknowledges that the Company has not made any warranties or representations to Executive with respect to any tax, legal or financial consequences of the transactions contemplated by this Agreement, and Executive is in no manner relying on the Company or the Company’s representatives for an assessment of such consequences. EXECUTIVE UNDERSTANDS THAT THE LAWS GOVERNING THIS AGREEMENT ARE SUBJECT TO CHANGE. EXECUTIVE SHOULD CONSULT EXECUTIVE’S OWN PROFESSIONAL TAX, LEGAL AND FINANCIAL ADVISOR REGARDING THESE RESTRICTED STOCK UNITS. EXECUTIVE UNDERSTANDS THAT THE COMPANY IS NOT PROVIDING ANY TAX, LEGAL, OR FINANCIAL ADVICE, NOR IS THE COMPANY MAKING ANY RECOMMENDATION REGARDING EXECUTIVE’S ACCEPTANCE OF THIS AGREEMENT. NOTHING STATED HEREIN IS INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE PURPOSE OF AVOIDING TAXPAYER OR OTHER PENALTIES.

7. Non-Transferability of Restricted Stock Units. Restricted Stock Units shall not be anticipated, assigned, attached, garnished, optioned, transferred or made subject to any creditor’s process, whether voluntarily or involuntarily or by operation of law.

8. Restriction on Transfer. Regardless of whether the transfer or issuance of the Shares to be issued pursuant to the Restricted Stock Units has been registered under the Securities Act of 1933, as amended (the “Securities Act”), or has been registered or qualified under the securities laws of any state, the Company may impose additional restrictions upon the sale, pledge, or other transfer of the Shares if, in the judgment of the Company and the Company’s counsel, such restrictions are necessary in order to achieve compliance with the provisions of the Securities Act, the securities laws of any state, or any other law including all applicable foreign laws.

9. Stock Certificate Restrictive Legends. Stock certificates evidencing the shares issued pursuant to the Restricted Stock Units may bear such restrictive legends as the Company and the Company’s counsel deem necessary under applicable law or pursuant to this Agreement.

10. Stop-Transfer Notices. For purposes of facilitating the enforcement of the provisions of this Agreement, the Company may issue stop-transfer instructions on the shares issued pursuant to the Restricted Stock Units to the Company’s transfer agent, or otherwise hold the shares in escrow, until the shares are no longer subject to the transfer restrictions set forth herein.

11. Refusal to Transfer. The Company shall not be required to transfer on its books, any shares issued pursuant to the Restricted Stock Units that have been sold or otherwise transferred in violation of any of the provisions of this Agreement, or treat as owner of such shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such shares shall have been so transferred.

12. Representations, Warranties, Covenants, and Acknowledgments. Executive hereby agrees that, in the event the Company and the Company’s counsel deem it necessary or advisable in the exercise of their discretion, the transfer or issuance of the shares issued pursuant to the Restricted Stock Units may be conditioned upon Executive making certain representations, warranties, and acknowledgments relating to compliance with applicable laws.

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13. Voting and Other Rights. Subject to the terms of this Agreement, Executive shall not have any voting rights or any other rights and privileges of a stockholder of the Company with respect to the Restricted Stock Units or any shares to be issued pursuant to the Restricted Stock Units unless and until the Restricted Stock Units are settled in shares upon vesting. In addition, the Restricted Stock Units shall not have any rights to dividend equivalent payments with respect to unvested Restricted Stock Units.

14. Administration. This Agreement shall be administered by the Company’s Board of Directors or the Compensation Committee thereof (the “Administrator”). The Administrator shall have full power and authority to interpret and administer this Agreement, and any instrument or agreement relating to this Agreement, and to make any determination and take any other action that the Administrator deems necessary or desirable for the administration of this Agreement, in its sole and absolute discretion. All determinations, interpretations and other decisions under or with respect to this Agreement shall be within the sole discretion of the Administrator, may be made at any time, and shall be final, conclusive and binding upon Executive and any other persons claiming rights under this Agreement.

15. Equity Restructuring. In the event of a declaration of a dividend payable in shares, a declaration of a dividend payable in a form other than shares in an amount that has a material effect on the price of shares, a recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares or other securities of the Company, issuance of warrants or other rights to purchase shares or other securities of the Company or other similar equity restructuring transaction (as that term is used in Statement of Financial Accounting Standards No. 123 (revised)), the Administrator shall make such proportionate adjustments in the number and type of shares (or other securities or other property) subject to this Agreement, if any, as the Administrator in its discretion deems appropriate to prevent dilution or enlargement of the benefits under this Agreement; provided, however, that the number of shares covered by this Agreement shall be rounded down to the extent that such adjustment results in fractional shares. The adjustments provided under this Section shall be nondiscretionary and shall be final and binding on Executive and the Company.

16. Corporate Transactions. In the event of a merger, consolidation, plan of exchange, acquisition of property or stock, separation, reorganization, dissolution or liquidation to which the Company is a party, or a sale of all or substantially all of the Company’s assets, this Agreement shall be assumed or substituted by the successor to the Company (or any affiliate to such successor) or, if not so assumed or substituted shall terminate in its entirety upon the consummation of the transaction. For purposes of clarity, if the vesting of the Restricted Stock Units under this Agreement is accelerated in connection with a Change of Control pursuant to Section 2(a) above, such acceleration shall occur immediately prior to, and contingent upon, the consummation of such transaction and shall not otherwise be adversely affected by this provision.

17. Company Actions Unrestrained. This Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets.

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18 No Trust or Fund Created. Prior to the time that the Restricted Stock Units are settled upon vesting, Executive shall have no rights other than those of a general creditor of the Company. The Restricted Stock Units represent an unfunded and unsecured obligation of the Company. This Agreement shall not create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and Executive or any other person.

19. Continued Employment. Nothing in this Agreement shall confer upon Executive any right to be continued in the employment or service of the Company, or shall interfere in any way with the right of the Company, to terminate the Executive’s employment or service at any time, for any reason, with or without cause.

20. Entire Agreement; Enforcement of Rights. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and therein and merges all prior discussions between the parties. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party.

21. Governing Law; Consent to Jurisdiction. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the state of California, without giving effect to principles of conflicts of law. For purposes of litigating any dispute that may arise directly or indirectly from this Agreement, the parties hereby submit and consent to litigation in the exclusive jurisdiction of the State of California and agree that any such litigation shall be conducted only in the courts of the State of California or the federal courts for the Northern District of California and no other courts.

22. Headings. All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement.

23. Notices. Any notice required or permitted under the terms of this Agreement shall be in writing and shall be deemed sufficient when delivered personally or sent by confirmed email, telegram, or fax or forty-eight (48) hours after being deposited in the mail, as certified or registered mail, with postage prepaid, and addressed to the Company at the Company’s principal corporate offices or to Executive at the address maintained for Executive in the Company’s records or, in either case, as subsequently modified by written notice to the other party.

24. Binding Effect. Subject to the limitations set forth in this Agreement, this Agreement shall be binding upon, and inure to the benefit of, the executors, administrators, heirs, legal representatives, successors, and assigns of the parties hereto.

25. Severability. If one or more provisions of this Agreement are held to be unenforceable under any applicable law, regulation or rule, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of this Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of this Agreement shall be enforceable in accordance with its terms.

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26. Acceptance of Agreement. Executive must expressly accept the terms and conditions of the Restricted Stock Units as set forth in this Agreement by signing and returning this Agreement to the Company. If Executive does not accept the Restricted Stock Units in the manner instructed by the Company, the Restricted Stock Units will be subject to cancellation.

27. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

KEVIN R. EVANS		ENERGYCONNECT GROUP, INC.
/s/ Kevin R. Evans		By:	/s/ William F. Munger
Dated:	November 10, 2010	Its:	Vice President of Human Resources
		Dated:	November 10, 2010

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EX-99.2

Exhibit 99.2

FORM OF RESTRICTED STOCK UNIT AGREEMENT, DATED NOVEMBER 10, 2010,

BY AND BETWEEN THE REGISTRANT AND

D. JAY CROOKSTON, WILLIAM MUNGER, RICHARD J. QUATTRINI AND JOHN P. STREMEL

ENERGYCONNECT GROUP, INC.

RESTRICTED STOCK UNIT AGREEMENT

This Restricted Stock Unit Agreement (the “Agreement”) is made and entered into as of November 10, 2010 by and between EnergyConnect Group, Inc., an Oregon corporation (the “Company”), and [Officer] (the “Executive”). In consideration of the mutual agreements herein contained and intending to be legally bound hereby, the parties agree as follows:

1. Restricted Stock Units. The Company hereby grants to Executive, and Executive hereby accepts from the Company, two hundred and fifty thousand (250,000) restricted stock units, each of which is a bookkeeping entry representing the equivalent in value of one (1) share of Company common stock, on the terms and conditions set forth herein (the “Restricted Stock Units”).

2. Vesting of Restricted Stock Units.

(a) So long as Executive’s service for the Company continues in any capacity (whether as an employee, consultant, or director), the Restricted Stock Units shall vest in accordance with the following schedule: twenty five percent (25%) of the total number of Restricted Stock Units shall vest on May 11, 2011, and twelve and one-half percent (12.5%) of the total number of Restricted Stock Units shall vest on the eleventh (11th) day of every third (3rd) month thereafter until all Restricted Stock Units have vested, provided that, notwithstanding the foregoing, to the extent not previously vested, one hundred percent (100%) of the Restricted Stock Units shall vest upon the consummation of a Change of Control (as defined below). Further, if at any time Executive takes a leave of absence, the Administrator (as defined below) may, at its discretion, suspend vesting during the period of leave.

(b) For purposes of this Agreement, a “Change of Control” shall mean the occurrence of any of the following:

(i) A tender offer or exchange offer made and consummated for ownership of the Company’s stock representing fifty percent (50%) or more of the combined voting power of the Company’s outstanding securities;

(ii) The sale or transfer of assets representing fifty percent (50%) or more of the net book value and of the fair market value of the Company’s consolidated assets (either in a single transaction or in a series of related transactions), other than as provided in Section (iii) below to another entity which is not a wholly owned subsidiary of the Company;

(iii) Any merger or consolidation of the Company with any other corporation (or entity) where fifty percent (50%) or less of the outstanding voting shares of the surviving or resulting corporation (or voting rights of any other entity) are owned in the aggregate by Company’s former shareholder(s));

(iv) Any action(s) or event(s) occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are Incumbent Directors (as defined below);

(v) Any action(s) or event(s) occurring within a six (6)-month period, as a result of which a majority of the Company’s Board of Directors at the beginning of such six (6)-month period no longer constitutes a majority of the Company’s Board of Directors at the end of such six (6)-month period; or

(vi) The exercise of warrants, stock options or other derivative of Company’s securities, which upon exercise would cause the exercising party or parties in a series of related transactions to own fifty percent (50%) or more of the outstanding shares of the Company.

(c) For purposes of this Agreement, “Incumbent Directors” shall mean directors who either (i) are directors of the Company as of September 27, 2010 (the date that the Retention Agreement by and between Executive and the Company was approved by the Compensation Committee of the Board of Directors), or (ii) are elected, or nominated for election, to the Company’s Board of Directors with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but, notwithstanding the foregoing, shall not include Andy MacRitchie and Thomas Reiter or any individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company).

3. Termination of Service. In the event of the termination of Executive’s service with the Company for any reason, all unvested Restricted Stock Units shall be immediately forfeited without consideration. For purposes of the preceding sentence, Executive’s right to vest in the Restricted Stock Units will terminate effective as of the date that Executive is no longer actively providing service to the Company in any capacity (whether as an employee, consultant, or director) and the Administrator shall have the exclusive discretion to determine when Executive is no longer actively providing service to the Company for purposes of this Agreement.

4. Settlement of Restricted Stock Units. Restricted Stock Units shall be automatically settled in shares of Company common stock upon vesting of such Restricted Stock Units, provided that the Company shall have no obligation to issue shares pursuant to this Agreement unless and until Executive has satisfied any applicable tax and/or other obligations pursuant to Section 5 below and such issuance otherwise complies with all applicable law, including applicable securities laws.

5. Withholding of Tax.

(a) Executive hereby authorizes withholding from payroll and any other amounts payable to Executive, and otherwise agrees to make adequate provision for, any sums required to satisfy any federal, state, local and foreign tax withholding obligations of the Company, or any other required deductions, if any, which arise in connection with the grant, vesting and/or settlement of the Restricted Stock Units.

(b) Upon Executive’s request, and subject to the approval of the Administrator, in its sole discretion, and compliance with any applicable legal conditions or restrictions, the Company may satisfy any obligations described in Section 5(a) above by withholding from shares otherwise issuable to Executive, a number of whole shares having a fair market value, determined by the Company as of the applicable date, equal to the amount due. Any adverse consequences to Executive arising in connection with such share withholding procedure shall be Executive’s sole responsibility.

(c) The Company shall not be obligated to issue shares pursuant to this Agreement unless the withholding obligations of the Company, and any other required deductions, are satisfied.

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6. Tax and Legal Advice. Executive represents, warrants and acknowledges that the Company has not made any warranties or representations to Executive with respect to any tax, legal or financial consequences of the transactions contemplated by this Agreement, and Executive is in no manner relying on the Company or the Company’s representatives for an assessment of such consequences. EXECUTIVE UNDERSTANDS THAT THE LAWS GOVERNING THIS AGREEMENT ARE SUBJECT TO CHANGE. EXECUTIVE SHOULD CONSULT EXECUTIVE’S OWN PROFESSIONAL TAX, LEGAL AND FINANCIAL ADVISOR REGARDING THESE RESTRICTED STOCK UNITS. EXECUTIVE UNDERSTANDS THAT THE COMPANY IS NOT PROVIDING ANY TAX, LEGAL, OR FINANCIAL ADVICE, NOR IS THE COMPANY MAKING ANY RECOMMENDATION REGARDING EXECUTIVE’S ACCEPTANCE OF THIS AGREEMENT. NOTHING STATED HEREIN IS INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE PURPOSE OF AVOIDING TAXPAYER OR OTHER PENALTIES.

7. Non-Transferability of Restricted Stock Units. Restricted Stock Units shall not be anticipated, assigned, attached, garnished, optioned, transferred or made subject to any creditor’s process, whether voluntarily or involuntarily or by operation of law.

8. Restriction on Transfer. Regardless of whether the transfer or issuance of the Shares to be issued pursuant to the Restricted Stock Units has been registered under the Securities Act of 1933, as amended (the “Securities Act”), or has been registered or qualified under the securities laws of any state, the Company may impose additional restrictions upon the sale, pledge, or other transfer of the Shares if, in the judgment of the Company and the Company’s counsel, such restrictions are necessary in order to achieve compliance with the provisions of the Securities Act, the securities laws of any state, or any other law including all applicable foreign laws.

9. Stock Certificate Restrictive Legends. Stock certificates evidencing the shares issued pursuant to the Restricted Stock Units may bear such restrictive legends as the Company and the Company’s counsel deem necessary under applicable law or pursuant to this Agreement.

10. Stop-Transfer Notices. For purposes of facilitating the enforcement of the provisions of this Agreement, the Company may issue stop-transfer instructions on the shares issued pursuant to the Restricted Stock Units to the Company’s transfer agent, or otherwise hold the shares in escrow, until the shares are no longer subject to the transfer restrictions set forth herein.

11. Refusal to Transfer. The Company shall not be required to transfer on its books, any shares issued pursuant to the Restricted Stock Units that have been sold or otherwise transferred in violation of any of the provisions of this Agreement, or treat as owner of such shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such shares shall have been so transferred.

12. Representations, Warranties, Covenants, and Acknowledgments. Executive hereby agrees that, in the event the Company and the Company’s counsel deem it necessary or advisable in the exercise of their discretion, the transfer or issuance of the shares issued pursuant to the Restricted Stock Units may be conditioned upon Executive making certain representations, warranties, and acknowledgments relating to compliance with applicable laws.

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13. Voting and Other Rights. Subject to the terms of this Agreement, Executive shall not have any voting rights or any other rights and privileges of a stockholder of the Company with respect to the Restricted Stock Units or any shares to be issued pursuant to the Restricted Stock Units unless and until the Restricted Stock Units are settled in shares upon vesting. In addition, the Restricted Stock Units shall not have any rights to dividend equivalent payments with respect to unvested Restricted Stock Units.

14. Administration. This Agreement shall be administered by the Company’s Board of Directors or the Compensation Committee thereof (the “Administrator”). The Administrator shall have full power and authority to interpret and administer this Agreement, and any instrument or agreement relating to this Agreement, and to make any determination and take any other action that the Administrator deems necessary or desirable for the administration of this Agreement, in its sole and absolute discretion. All determinations, interpretations and other decisions under or with respect to this Agreement shall be within the sole discretion of the Administrator, may be made at any time, and shall be final, conclusive and binding upon Executive and any other persons claiming rights under this Agreement.

15. Equity Restructuring. In the event of a declaration of a dividend payable in shares, a declaration of a dividend payable in a form other than shares in an amount that has a material effect on the price of shares, a recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares or other securities of the Company, issuance of warrants or other rights to purchase shares or other securities of the Company or other similar equity restructuring transaction (as that term is used in Statement of Financial Accounting Standards No. 123 (revised)), the Administrator shall make such proportionate adjustments in the number and type of shares (or other securities or other property) subject to this Agreement, if any, as the Administrator in its discretion deems appropriate to prevent dilution or enlargement of the benefits under this Agreement; provided, however, that the number of shares covered by this Agreement shall be rounded down to the extent that such adjustment results in fractional shares. The adjustments provided under this Section shall be nondiscretionary and shall be final and binding on Executive and the Company.

16. Corporate Transactions. In the event of a merger, consolidation, plan of exchange, acquisition of property or stock, separation, reorganization, dissolution or liquidation to which the Company is a party, or a sale of all or substantially all of the Company’s assets, this Agreement shall be assumed or substituted by the successor to the Company (or any affiliate to such successor) or, if not so assumed or substituted shall terminate in its entirety upon the consummation of the transaction. For purposes of clarity, if the vesting of the Restricted Stock Units under this Agreement is accelerated in connection with a Change of Control pursuant to Section 2(a) above, such acceleration shall occur immediately prior to, and contingent upon, the consummation of such transaction and shall not otherwise be adversely affected by this provision.

17. Company Actions Unrestrained. This Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets.

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18 No Trust or Fund Created. Prior to the time that the Restricted Stock Units are settled upon vesting, Executive shall have no rights other than those of a general creditor of the Company. The Restricted Stock Units represent an unfunded and unsecured obligation of the Company. This Agreement shall not create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and Executive or any other person.

19. Continued Employment. Nothing in this Agreement shall confer upon Executive any right to be continued in the employment or service of the Company, or shall interfere in any way with the right of the Company, to terminate the Executive’s employment or service at any time, for any reason, with or without cause.

20. Entire Agreement; Enforcement of Rights. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and therein and merges all prior discussions between the parties. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party.

21. Governing Law; Consent to Jurisdiction. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the state of California, without giving effect to principles of conflicts of law. For purposes of litigating any dispute that may arise directly or indirectly from this Agreement, the parties hereby submit and consent to litigation in the exclusive jurisdiction of the State of California and agree that any such litigation shall be conducted only in the courts of the State of California or the federal courts for the Northern District of California and no other courts.

22. Headings. All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement.

23. Notices. Any notice required or permitted under the terms of this Agreement shall be in writing and shall be deemed sufficient when delivered personally or sent by confirmed email, telegram, or fax or forty-eight (48) hours after being deposited in the mail, as certified or registered mail, with postage prepaid, and addressed to the Company at the Company’s principal corporate offices or to Executive at the address maintained for Executive in the Company’s records or, in either case, as subsequently modified by written notice to the other party.

24. Binding Effect. Subject to the limitations set forth in this Agreement, this Agreement shall be binding upon, and inure to the benefit of, the executors, administrators, heirs, legal representatives, successors, and assigns of the parties hereto.

25. Severability. If one or more provisions of this Agreement are held to be unenforceable under any applicable law, regulation or rule, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of this Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of this Agreement shall be enforceable in accordance with its terms.

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26. Acceptance of Agreement. Executive must expressly accept the terms and conditions of the Restricted Stock Units as set forth in this Agreement by signing and returning this Agreement to the Company. If Executive does not accept the Restricted Stock Units in the manner instructed by the Company, the Restricted Stock Units will be subject to cancellation.

27. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

[OFFICER]	ENERGYCONNECT GROUP, INC.
	By:	Kevin R. Evans
Dated:	Its:	Chief Executive Officer

Dated:

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