EXHIBIT 99 (a)(2) | EXHIBIT (a)(2) |
ELECTION FORM
PURSUANT TO
MECHANICAL TECHNOLOGY INCORPORATED
OFFER TO EXCHANGE OUTSTANDING STOCK OPTIONS
THE RIGHT TO REQUEST THAT MECHANICAL TECHNOLOGY INCORPORATED EXCHANGE OPTIONS
AND THE RIGHT TO WITHDRAW SUCH REQUEST EXPIRE AT 12:00 NOON, EASTERN STANDARD
TIME, ON DECEMBER 19, 2003, UNLESS EXTENDED
To Mechanical Technology Incorporated
I have received the Offer to Exchange Outstanding Stock Options of Mechanical Technology Incorporated ("MTI") dated October 30, 2003, ("Offer to Exchange").
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE OFFER TO EXCHANGE, I HEREBY ELECT TO EXCHANGE AND SURRENDER MY ENTIRE OWNERSHIP INTEREST IN THE OPTIONS CHECKED ON THE ATTACHED EXHIBIT AND CONSENT TO AND AGREE THAT SUCH OPTIONS UPON ACCEPTANCE BY MTI WILL BE AMENDED TO EXPIRE ON THE ACCEPTANCE DATE AND BE IMMEDIATELY CANCELED THEREAFTER.
I understand that I will be considered an "eligible participant" and may participate in the offer described in the Offer to Exchange only if (a) I am an employee or director of MTI or its subsidiaries as of the date MTI accepts properly tendered options in the offer (the "acceptance date") and (b) I have not received options with an exercise price of less than $10.00 per share after June 19, 2003.
I understand that I may surrender any options having an exercise price greater than or equal to $10.00 per share under MTI's 1999 Employee Stock Incentive Plan, as amended (the "1999 Plan"), and the Stock Incentive Plan, as amended (the "1996 Plan").
I understand that:
| - |
| Subject to the terms and conditions described in the Offer to Exchange, in return for the surrender, amendment, expiration and cancellation of eligible options, I will be granted a new option(s) no earlier than the first business day that is at least six months and one day following the date MTI accepts the eligible option(s) for exchange (the "new option grant date"), provided that I am employed by or a member of the Board of Directors of MTI or it's subsidiaries from the acceptance date through the new option grant date. |
| - |
| The new options will be exercisable for one (1) share of MTI common stock for every two (2) shares of MTI common stock issuable upon exercise of a surrendered option, rounded down to the nearest whole number. |
| |||
| - |
| Each new option will generally have the same vesting schedule on a percentage basis as the corresponding expired and canceled option. However, if I am a "non-exempt" employee within the meaning of the Fair Labor Standards Act, any new options granted to me will not be exercisable until six months after the date of the new option grant. |
| - |
| A new option granted in exchange for a surrendered eligible option will have the same expiration date as the original expiration date of the old option that is accepted in the offer. |
| |||
| - |
| The exercise price of any new options granted by MTI to me in return for my surrendered options will be the fair market value of a share of MTI common stock on the grant date, which MTI expects to be between June 23, 2004 and July 23, 2004. Under the 1999 Plan, fair market value is determined by the closing price reported on The Nasdaq National Market on the last trading date prior to the grant date. |
I understand that because MTI will not grant new options prior to the first business day that is at least six months and one day following the acceptance date, it is possible that the new options may have a higher exercise price than some or all of my surrendered options.
I understand that if I die, become disabled, terminate my employment with or without good reason or MTI terminates my employment with or without cause, resign or am removed from the Board of Directors, before the date when MTI grants the new options, then I will not receive anything for the surrendered options.
I understand that I might not receive new options if, prior to the grant of new options, MTI enters into an agreement for merger or other similar transaction in which there is to be a change in control of MTI or MTI is otherwise acquired.
I understand that I will not be eligible to receive any other stock options of MTI until the new grant date.
I understand that this election is subject to the terms and conditions set forth in the Offer to Exchange.
I recognize that, under certain circumstances stated in the Offer to Exchange, MTI may terminate or amend the Offer to Exchange and postpone its acceptance, expiration and cancellation of any options tendered for exchange. In the event of an amendment, I understand that MTI will continue to hold for exchange any options already tendered, but I may withdraw such election in the manner herein described if such withdrawal is received prior to the expiration of the tender offer period.
I acknowledge that this election is entirely voluntary. I also acknowledge that I will be unable to revoke this Election Form after 12:00 NOON, Eastern Standard Time, on December 19, 2003 (or if the deadline for the offer is extended, by the new deadline).
Finally, I agree that MTI may confirm its receipt of this Election Form and acceptance of my tendered options by sending notice to my regular MTI e-mail address.
|
|
|
Signature of Optionee |
| Date |
| ||
Name of Optionee |
|
|
| ||
Social Security Number |
|
|
REMEMBER TO MARK AND ATTACH THE EXHIBIT TO THE ELECTION FORM
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1.Delivery of Election Form; Withdrawal.Complete this form and send it to Sheila Lamb by fax at (518) 533-2201 or by mail or hand delivery to her attention at 431 New Karner Road, Albany, NY 12205. A properly completed and duly executed Election Form (or a fax thereof) must be received by MTI on or before the expiration date of the offer.
The method by which you deliver any required documents (including this Election Form) is at your election and risk, and the delivery will be deemed made only when actually received by MTI. If you elect to deliver your documents by mail, MTI recommends that you use registered mail with return receipt requested or UPS or other courier service providing confirmation of delivery. In all cases, you should allow sufficient time to ensure timely delivery.
An election to surrender options for exchange pursuant to this offer may be changed or withdrawn at any time prior to the expiration date of the offer (currently 12:00 NOON, Eastern Standard Time on December 19, 2003). If the offer is extended by MTI beyond that time, you may change or withdraw your election at any time until the extended expiration of the offer. To change your election to surrender options for exchange, you must deliver a new, properly completed Election Form that is clearly dated after your original Election Form. Once MTI receives a new, properly completed Election Form submitted by you, your previously submitted Election Form will be disregarded.
To withdraw all options surrendered for exchange, you must deliver a properly completed Notice of Withdrawal, or a fax thereof, to Sheila Lamb of MTI (at the fax number or address set forth above) prior to the expiration date of the offer.
MTI will not accept any alternative, conditional or contingent elections to surrender options for exchange. All employees surrendering options for exchange, by execution of this Election Form (or a fax of it), waive any right to receive any notice of the acceptance of their options for surrender, except as provided in the Offer to Exchange.
2.Exhibit to be Attached.You have been provided with an exhibit showing your options eligible for exchange. You must check the appropriate boxes for any option grants you wish to exchange and attach this exhibit to your election form. If you need another copy of this exhibit, please contact Sheila Lamb at slamb@mechtech.com.
3.Signatures on the Election Form.If this Election Form is signed by a trustee, executor, administrator, guardian, attorney-in-fact or any other person acting in a fiduciary or representative capacity, then such person's full title and proper evidence satisfactory to MTI of the authority of such person so to act must be submitted with this Election Form.
4.Requests for Assistance or Additional Copies.Any questions or requests for assistance, as well as requests for additional copies of the Offer to Exchange, this Election Form, the Exhibit to the Election Form or the Notice of Withdrawal may be directed to Sheila Lamb by e-mail at slamb@mechtech.com or by fax at (518) 533-2201 or by mail or hand delivery to her attention at 431 New Karner Road, Albany, NY 12205.
5.Irregularities. Any questions as to the number of option shares subject to options to be accepted for exchange, and any questions as to the validity (including eligibility and time of receipt), form and acceptance of any surrender of options for exchange will be determined by MTI in its sole discretion, which determination shall be final and binding on all interested persons. MTI reserves the right to reject any or all options surrendered for exchange that MTI determines not to be in appropriate form or the acceptance of which would be unlawful. MTI also reserves the right to waive any of the conditions of the offer and any defect or irregularity with respect to any particular options surrendered for exchange or any particular optionholder, and MTI's interpretation of the terms of the offer (including these instructions) will be final and binding on all participants in the offer. No surrender of options will be deemed to be properly made until all defects and irregu larities have been cured or waived. Unless waived by MTI, any defects or irregularities in connection with the surrender of options for exchange must be cured prior to the expiration of the offer. Neither MTI nor any other person is or will be obligated to give notice of any defects or irregularities in the surrender of options for exchange, and neither MTI nor any other person will incur any liability for failure to give any such notice.
6.Important Tax Information.You should refer to Section 13 of the Offer to Exchange, which contains important tax information.
[sample form - each employee and director will be provided with an exhibit listing his or her eligible options]
EXHIBIT TO ELECTION FORM
PURSUANT TO
MECHANICAL TECHNOLOGY INCORPORATED
OFFER TO EXCHANGE OUTSTANDING STOCK OPTIONS
Please indicate by checking below which option grants you elect to exchange:
|
|
|
|
|
|
|
|
| |
Please check the |
| Name of option holder |
| Option Grant Date |
| Option Exercise |
| Number of Shares | |
Yes No |
|
|
|
|
|
|
|
|
|
o o |
|
|
|
|
|
|
|
|
|
Yes No |
|
|
|
|
|
|
|
|
|
o o |
|
|
|
|
|
|
|
|
|
Yes No |
|
|
|
|
|
|
|
|
|
o o |
|
|
|
|
|
|
|
|
|
Yes No |
|
|
|
|
|
|
|
|
|
o o |
|
|
|
|
|
|
|
|
|
If neither box is checked for any grant, it will be the same as checking "no."
Please attach to and submit this exhibit with your signed election form.