Exhibit 10.2
SUPERCONDUCTIVE COMPONENTS, INC.
NON-STATUTORY STOCK OPTION AGREEMENT
UNDER THE
2006 STOCK INCENTIVE PLAN
Superconductive Components, Inc. (the "Company") hereby grants,
effective this ___ day of ____, 200_ (the "Effective Date") to _________(the
"Optionee") an option to purchase ______ shares of its common stock, no par
value (the "Option Shares"), at a price of _____ Dollars ($____) per share
pursuant to the Company's 2006 Stock Incentive 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 and Compensation
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 be exercised, from time to time,
in full or in part, by the Optionee to the extent the option is vested (the
"Vested Percentage") and remains exercisable (subject to the provisions herein
and the Plan) until it has been exercised as to all of the Shares or the tenth
anniversary of the Effective Date, whichever occurs first. The Optionee is
entitled to exercise this option to the extent of the percentage of, and not to
exceed in the aggregate, the maximum number of the Shares, based upon the Vested
Percentage, from time to time, as determined in accordance with the following
schedule:
Date Total Vested Percentage
---- -----------------------
----- --%
----- --%
----- --%
----- --%
----- --%
Notwithstanding the foregoing, this option may not be exercised unless
(i) the Option Shares are registered under the Securities Act of 1933, as
amended, and are registered or qualified under applicable state securities or
"blue sky" laws, or (ii) the Company has received an opinion of counsel to the
Company to the effect that the option may be exercised and Option Shares may be
issued by the Company pursuant thereto without such registration or
qualification. If this option is not otherwise exercisable by reason of the
foregoing sentence, the Company will take reasonable steps to comply with
applicable state and federal 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 therefore, 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.
1
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.
- ----------------------------------- ---------------------------------
[_________] [_________], [Title]
2