Exhibit 10.1
NSO No. _______
SUPERCONDUCTIVE COMPONENTS, INC.
NON-STATUTORY STOCK OPTION AGREEMENT
UNDER THE
FOURTH AMENDED AND RESTARTED
1995 STOCK OPTION PLAN
Superconductive Components, Inc. (the "Company") hereby grants,
effective this 16th day of December, 2005 (the "Effective Date"), to _______
(the "Optionee") an option to purchase 10,000 shares of its common stock, no par
value (the "Option Shares"), at a price of __________ Dollar ($_____) per share
pursuant to the Company's Fourth Amended and Restated 1995 Stock Option Plan
(the "Plan"), subject to the following:
1. RELATIONSHIP TO THE PLAN. This option is granted pursuant to the
Plan, and is in all respects subject to the terms, provisions and definitions of
the Plan and any amendments thereto. The Optionee acknowledges receipt of a copy
of the Plan and represents that he or she is familiar with the terms and
conditions thereof. The Optionee accepts this option subject to all the terms
and provisions of the Plan (including without limitation provisions relating to
nontransferability, exercise of the option, sale of the option shares,
termination of the option, adjustment of the number of shares subject to the
option, and the exercise price of the option). The Optionee further agrees that
all decisions and interpretations made by the Stock Option Committee (the
"Committee"), as established under the Plan, and as from time to time
constituted, are final, binding, and conclusive upon the Optionee and his or her
heirs. This option is not an Incentive Stock Option under the Plan.
2. TIME OF EXERCISE. This option may not be exercised prior to
December 16, 2006. It may thereafter be exercised from time to time in full or
in part and shall remain exercisable (subject to the provisions of the Plan)
until it has been exercised as to all shares subject hereto or December 16,
2015, whichever occurs first. Notwithstanding the foregoing, this option may not
be exercised if, in the opinion of counsel for the Company, the issuance of the
shares pursuant hereto, either alone or in combination with the issuance with
other securities by the Company, would constitute a violation of applicable
federal or state securities laws or regulations or orders thereunder. In the
event this option may not otherwise be exercised by reason of the foregoing
sentence, the Company shall use its best efforts to register said shares with
the Securities and Exchange Commission on Form S-8 (or successor form) as soon
as practicable after said form may be used by the Company and, concurrently
therewith, to take such steps as may be necessary to comply with applicable
state securities laws in connection with such issuance.
3. METHODS OF EXERCISE. This option is exercisable by delivery to the
Company of written notice of exercise which specifies the number of shares to be
purchased and the election of the method of payment therefor, which will be one
of the methods of payment specified in the Plan. If payment is otherwise than
payment in full in cash, the method of payment is subject to the consent of the
Committee. Upon receipt of payment for the shares to be purchased pursuant to
the option or, if applicable, the shares to be delivered pursuant to the
election of an alternative payment method, the Company will deliver or cause to
be delivered to the Optionee, or to any other person exercising this option, a
certificate or certificates for the number of shares with respect to which this
option is being exercised, registered in the name of the Optionee or other
person exercising the option, or if appropriate, in the name of such broker or
dealer; provided, however, that if any law or regulation or order of the
Securities and Exchange Commission or other body having jurisdiction over the
exercise of this option will require the Company or Optionee (or other person
exercising this option) to take any action in connection with the shares then
being purchased, the delivery of the certificate or certificates for such shares
may be delayed for the period necessary to take and complete such action.
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4. ACQUISITION FOR INVESTMENT. This option is granted on the condition
that the acquisition of the Option Shares hereunder will be for the account of
the Optionee (or other person exercising this option) for investment purposes
and not with a view to resale or distribution, except that such condition will
be inoperative if the Option Shares are registered under the Securities Act of
1933, as amended, or if in the opinion of counsel for the Company such shares
may be resold without registration. At the time of any exercise of the option,
the Optionee (or other person exercising this option) will execute such further
agreements as the Company may require to implement the foregoing condition and
to acknowledge the Optionee's (or such other person's) familiarity with
restrictions on the resale of the Option Shares under applicable securities
laws.
5. WITHHOLDING. As a condition to the issuance of any of the Option
Shares under this Option, Optionee or any person who may exercise this Option
authorizes the Company to withhold in accordance with applicable law from any
salary, wages or other compensation for services payable by the Company to or
with respect to Optionee any and all taxes required to be withheld by the
Company under federal, state or local law as a result of such Optionee's or such
person's receipt or disposition of Shares purchased under this Option. If, for
any reason, the Company is unable to withhold all or any portion of the amount
required to be withheld, Optionee (or any person who may exercise this Option)
agrees to pay to the Company upon exercise of this Option an amount equal to the
withholding required to be made less the amount actually withheld by the
Company.
6. GENERAL. This Agreement will be construed as a contract under the
laws of the State of Ohio without reference to Ohio's choice of law rules. It
may be executed in several counterparts, all of which will constitute one
Agreement. It will bind and, subject to the terms of the Plan, benefit the
parties and their respective successors, assigns, and legal representatives.
IN WITNESS WHEREOF, the Company and the Optionee have executed this
Agreement as of the date first above written.
OPTIONEE: SUPERCONDUCTIVE COMPONENTS, INC.
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[_____________] Daniel Rooney, President
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