Exhibit 10.16
MAXWELL ELECTRONIC COMPONENTS GROUP INC.
2000 STOCK OPTION PLAN
1. PURPOSE. The 2000 Stock Option Plan (the "Plan") is intended
to advance the interests of Maxwell Electronic Components Group Inc. (the
"Company"), and its stockholders by encouraging and enabling selected "key
employees" (as defined below) to acquire and retain a proprietary interest in
the Company by ownership of its stock. For purposes of this Plan, the term "key
employee" shall include employees of the Company, including employees who also
serve as officers or directors of the Company, upon whose judgment, initiative
and effort the Company is dependent for success in the conduct of its business.
It is intended that the Plan provide the flexibility for the issuance of options
which qualify as incentive stock options ("incentive stock options") within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), and options which do not so qualify ("non-qualified stock options").
2. DEFINITIONS.
(a) "Affiliate" means Maxwell Technologies, Inc. and each
corporation in which such entity owns, directly or indirectly, more than 50% of
the voting equity interests.
(b) "Agreement" means the agreement between the Company and
the Optionee under which an option is granted, and setting forth the terms and
conditions of the option and the Optionee's rights thereunder.
(c) "Board" means the Board of Directors of the Company.
(d) "Committee" means the Stock Option Committee (the members
of which shall be appointed by the Board from among the directors of the
Company) of the Board. If no such committee has been appointed by the Board,
then the term "Committee" shall refer to the entire Board.
(e) "Common Stock" means the Company's common stock.
(f) "Date of Grant" means the date on which an option under
the Plan is approved by the Committee.
(g) "Option" means an option granted under the Plan.
(h) "Optionee" means a person to whom an option, which has not
expired, has been granted under the Plan.
(i) "Successor" means the legal representative of the estate
of the deceased Optionee or the person or persons who acquire the right to
exercise an option by bequest or inheritance or by reason of the death of any
Optionee.
3. ADMINISTRATION OF THE PLAN. The Plan shall be administered by
the Committee which shall report all action taken by it to the Board. The
Committee shall have full and final authority in its discretion, subject to the
provisions of the Plan, to determine the number of shares and purchase price of
Common Stock covered by each option, the individuals to whom and the time or
times at which options shall be granted and the nature of each option granted
under the Plan, i.e., whether the option will be an incentive stock option or a
non-qualified stock option; to construe and interpret the Plan; to determine the
terms and provisions of the respective Agreements, which need not be identical,
including, but without limitation, terms covering the payment of the option
price, and to make all other determinations and take all other actions deemed
necessary or advisable for the proper administration of the Plan. All such
actions and determinations of the Committee shall be conclusively binding for
all purposes and upon all persons.
4. COMMON STOCK SUBJECT TO OPTIONS. Unless amended in accordance
with the provisions of Paragraph 11, and subject to adjustment under the
provisions of Paragraph 7, the aggregate number of shares of the Company's
Common Stock which may be issued upon the exercise of options granted under the
Plan shall not exceed 350,000. The shares of Common Stock to be issued upon the
exercise of options may be authorized but unissued shares, shares issued and
reacquired by the Company or shares bought on the market for the purposes of the
Plan. In the event any option shall, for any reason, terminate or expire or be
surrendered without having been exercised in full, the shares subject to such
option but not purchased thereunder shall again be available for options to be
granted under the Plan.
5. PARTICIPANTS. Options may be granted under the Plan to any
person who, in the opinion of the Committee, is a key employee of the Company.
6. TERMS AND CONDITIONS OF OPTIONS. Any option granted under the
Plan shall be evidenced by an Agreement executed by the Company and the Optionee
and shall contain such terms and be in such form as the Committee may from time
to time approve, subject to the following limitations and conditions:
(a) OPTION PRICE. The option price per share with respect to
each option shall be determined by the Committee but shall in no
instance be less than 100% of the fair market value of a share of the
Common Stock on the Date of Grant; provided that with respect to an
option granted to an individual who, on the grant date, is the holder
of stock representing more than 10% of the voting equity of the Company
or any Affiliate (hereinafter a "10% Holder"), the option price for
such option shall be no less than 110% of such fair market value. For
the purposes hereof, fair market value shall be as determined by the
Committee and such determination shall be binding upon the Company
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and upon the Optionee. The Committee may make such determination upon
any factors which the Committee shall deem appropriate.
(b) PERIOD OF OPTION. Except for earlier termination as
provided in Subparagraphs (g) and (h) of this Paragraph 6, and in
Subparagraph (b) of Paragraph 7, the expiration date of each option
shall be fixed by the Committee, but, notwithstanding any provision of
the Plan to the contrary, such expiration date shall not be more than
ten years from the Date of Grant or, with respect to a 10% Holder, five
years from the Date of Grant.
(c) VESTING OF STOCKHOLDER RIGHTS. Neither an Optionee nor any
Successor shall have any of the rights of a stockholder of the Company
until the option with respect to the applicable shares shall have been
duly exercised and the certificate evidencing such shares delivered to
such Optionee or any Successor.
(d) EXERCISE OF OPTION. Each option shall be exercisable in
such amounts and at such respective dates prior to the expiration of
the option as provided in the Agreement; provided that for Optionees
other than officers, directors or consultants of the Company options
will become exercisable at a rate of no less than 20% per year over
five (5) years from the date the Option is granted. An Option may not
be exercised for a fraction of a share.
(e) PAYMENT OF OPTION PRICE. Upon exercise of an option, the
Optionee or Successor shall pay the option price by delivering to the
Company cash or a check payable to the Company in an amount equal to
the option price. The Committee may, at its discretion exercised at the
time of the exercise of an option, permit the payment of the option in
the following ways:
(i) delivery by the Optionee or Successor of a stock
certificate or certificates, duly endorsed for transfer to the
Company, representing shares of Common Stock of the Company
owned by the Optionee or Successor which have a fair market
value on the date of exercise equal to the option price; or
(ii) delivery by the Optionee or Successor cash or a
check payable to the Company and a stock certificate or
certificates, duly endorsed for transfer to the Company,
representing shares of Common Stock owned by the Optionee or
Successor, which, when added to the amount of the cash or
check, have a fair market value on the date of exercise equal
to the option price.
For the purposes hereof, fair market value shall be determined
by the Committee and such determination shall be binding upon the Company and
upon the Optionee or Successor. The Committee may make such determination in
accordance, with Paragraph 6(a) hereof by substituting "date of exercise" for
"Date of Grant" each time the latter appears therein and upon any other factors
which the Committee shall deem appropriate.
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(f) NON-TRANSFERABILITY OF OPTION. No option shall be
transferable or assignable by an Optionee, otherwise than by will or
the laws of descent and distribution and each option shall be
exercisable during the Optionee's lifetime only by the Optionee. No
option shall be pledged or hypothecated in any way and no option shall
be subject to execution, attachment or similar process.
(g) TERMINATION OF EMPLOYMENT. Upon termination of an
Optionee's employment with the Company and all Affiliates other than by
reason of the death of the Optionee, the option privileges of such
Optionee shall be limited to the shares which were immediately
purchasable by Optionee at the date of such termination and such option
privilege shall expire unless exercised by Optionee within sixty (60)
days after the date of such termination. The granting of an option to
any person shall not alter in any way the Company's right to terminate
such person's employment at any time for any reason, nor shall it
confer upon the Optionee any rights or privileges except as
specifically provided for in the Plan.
(h) DEATH OF OPTIONEE. If an Optionee dies while in the employ
of the Company or any Affiliate, the option privileges of said Optionee
shall be limited to the shares which were immediately purchasable by
such Optionee at the date of death and such option privileges shall
expire unless exercised by said Optionee's Successor within one (1)
year after the date of death.
7. ADJUSTMENTS.
(a) In the event that the outstanding shares of Common Stock
of the Company are hereafter increased or decreased or changed into or
exchanged for a different number or kind of shares or other securities
of the Company or of another corporation, by reason of a
recapitalization, reclassification, stock split-up, combination of
shares, dividend or other distribution payable in capital stock,
appropriate adjustment shall be made by the Board in the number, kind
and exercise price of shares for the purchase of which options have
theretofore been or may thereafter be granted under the Plan.
(b) In the event that the Company shall determine to merge,
consolidate or enter into any other reorganization with or into any
other corporation, or in the event of any dissolution or liquidation of
the Company, then in any such event, at the election of the Board, (i)
appropriate adjustment shall be made by the Board in the number, kind
and exercise price of shares for the purchase of which options have
theretofore been and/or may thereafter be granted under the Plan; or
(ii) the Plan and any options theretofore granted under the Plan shall
terminate as of the date of such merger, consolidation, reorganization,
dissolution or liquidation, provided that written notice of such event
shall have been given to each Optionee not less than 30 days prior to
the date of such event. Upon any election by the Board pursuant to the
provisions of clause (ii) of this Subparagraph (b), each Optionee shall
have the right during the period commencing on
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the date the notice referred to in said clause (ii) is given and
concluding on the date of such merger, consolidation, reorganization,
dissolution or liquidation, as the case may be, to exercise such
Optionee's outstanding and unexercised stock options, including shares
as to which such options would not otherwise have been exercisable by
reason of an insufficient lapse of time.
(c) All adjustments and determinations under this Paragraph 7
shall be made by the Board, whose decisions as to what adjustments or
determinations shall be made, and the extent thereof, shall be final,
binding and conclusive.
8. DOLLAR LIMITATION ON INCENTIVE STOCK OPTIONS. The aggregate
fair market value (determined as of the Date of Grant) of the Common Stock with
respect to which incentive stock options are exercisable for the first time by
any individual during any calendar year (under the Plan and all other stock
option plans of the Company or any Affiliate) shall not exceed $100,000.
9. RESTRICTIONS ON ISSUING SHARES. The exercise of each option
shall be subject to the condition that if at any time the Company shall
determine in its discretion that (i) the satisfaction of withholding tax or
other withholding liabilities, or (ii) the listing, registration or
qualification of any shares otherwise deliverable upon such exercise upon any
securities exchange or under any state or federal law, or (iii) the consent or
approval of any regulatory body, or (iv) the perfection of any exemption from
any such withholding, listing, registration, qualification, consent or approval
is necessary or desirable as a condition of, or in connection with, such
exercise or the issuance, delivery or purchase of shares thereunder, then in any
such event, such exercise shall not be effective unless such withholding,
listing registration, qualification, consent, approval or exemption shall have
been effected, obtained or perfected free of any conditions not acceptable to
the Company.
10. USE OF PROCEEDS. The proceeds received by the Company from the
sale of its Common Stock pursuant to the exercise of options granted under the
Plan shall be added to the Company's general funds and used for general
corporate purposes.
11. AMENDMENT, SUSPENSION AND TERMINATION OF THE PLAN. The Board
may at any time suspend or terminate the Plan or may amend it from time to time
in such respects as the Board may deem advisable in order that the options
granted thereunder may conform to any changes in the law or in any other respect
which the Board may deem to be in the best interests of the Company; PROVIDED,
HOWEVER, that without approval by the stockholders of the Company representing a
majority of the voting power, no such amendment shall (a) except pursuant to
Paragraph 7, increase the maximum number of shares for which options may be
granted under the Plan, (b) change the provisions of Subparagraph (a) of
Paragraph 6 relating to the establishment of the option price, (c) change the
provisions of Subparagraph (b) of Paragraph 6 relating to the expiration date of
each option or (d) change the provisions of the second sentence of this
Paragraph 11 relating to the term of this Plan. Unless the Plan shall
theretofore have been terminated by the Board or as provided in Paragraph 12,
the Plan shall terminate ten (10) years after the effective date of the Plan. No
option may be granted during any suspension or after the
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termination of the Plan. Except as otherwise provided in the Plan, no amendment,
suspension or termination of the Plan shall, without an Optionee's consent,
alter or impair any of the right or obligations under any option theretofore
granted to such Optionee under the Plan.
12. EFFECTIVE DATE OF THE PLAN AND STOCKHOLDER APPROVAL. The
effective date of the Plan shall be the date of its approval by the Board;
provided, however, that in the event that stockholder approval of the Plan is
not secured on or before the date which is twelve (12) months from the date of
approval by the Board, the Plan shall thereupon terminate. Any options granted
prior to the aforesaid stockholder approval being secured shall be subject to
such approval being secured.
13. INFORMATION TO OPTIONEES. The Company shall provide to each
Optionee not less frequently than annually, during the period such Optionee has
one or more Options, copies of annual financial statements. The Company shall
not be required to provide such statements to key employees whose duties in
connection with the Company assure their access to equivalent information.
MAXWELL ELECTRONIC COMPONENTS GROUP INC.
By: /s/ DONALD M. ROBERTS
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Donald M. Roberts, Secretary
Date:
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