Exhibit 10.1
AMERICAN SUPERCONDUCTOR
CORPORATION
2007 DIRECTOR STOCK PLAN, AS
AMENDED
The purpose of this 2007 Director
Stock Option Plan, as amended (the “Plan”) of American
Superconductor Corporation (the “Company”) is to
encourage stock ownership in the Company by outside directors of
the Company whose continued services are considered essential to
the Company’s future success and to provide them with a
further incentive to remain as directors of the Company.
(a) Administration by Board .
The Company’s Board of Directors (the “Board”)
shall supervise and administer the Plan. Grants of stock options
and stock awards under the Plan and the amount and nature of the
options and awards to be granted shall be automatic in accordance
with Section 5. The Board shall have authority to adopt, amend
and repeal such administrative rules, guidelines and practices
relating to the Plan as it shall deem advisable. The Board may
construe and interpret the terms of the Plan and any options and
awards granted under the Plan. The Board may correct any defect,
supply any omission or reconcile any inconsistency in the Plan or
any option or award in the manner and to the extent it shall deem
expedient to carry the Plan into effect and it shall be the sole
and final judge of such expediency. All decisions by the Board
shall be made in the Board’s sole discretion and shall be
final and binding on all persons having or claiming any interest in
the Plan or in any option or award. No director or person acting
pursuant to the authority delegated by the Board shall be liable
for any action or determination relating to or under the Plan made
in good faith.
(b) Delegation . To the
extent permitted by applicable law, the Board may delegate any or
all of its powers under the Plan to one or more committees or
subcommittees of the Board. All references in the Plan to the
“Board” shall mean the Board or a committee of the
Board to the extent that the Board’s powers or authority
under the Plan have been delegated to such committee.
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3.
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Participation in the Plan.
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Directors of the Company who are not
full-time employees of the Company or any subsidiary of the Company
(“Outside Directors”) shall be eligible to receive
options and stock awards under the Plan, except that Directors of
the Company who are representatives of an equity holder of the
Company shall not be eligible to receive options or awards under
the Plan.
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4.
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Stock
Subject to the Plan.
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(a) Shares Issuable . The
maximum number of shares of the Company’s common stock, par
value $.01 per share (“Common Stock”), which may be
issued under the Plan shall be 300,000 shares, subject to
adjustment as provided in Section 7.
(b) Reissuance of Shares . If
any outstanding option under the Plan for any reason expires or is
terminated, surrendered, or cancelled without having been exercised
in full, the shares covered by the unexercised portion of such
option shall again become available for issuance pursuant to the
Plan.
(c) Non-Statutory Options .
All options granted under the Plan shall be non-statutory options
and not entitled to special tax treatment under Section 422 of
the Internal Revenue Code of 1986, as amended (the
“Code”).
(d) Unissued and Treasury
Shares . Shares of Common Stock issued under the Plan may
consist in whole or in part of authorized but unissued shares or
treasury shares.
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5.
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Director
Option and Award Grants; Terms of Director Options.
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(a) Director Option Grants .
The Company shall grant options or awards to Outside Directors
under the Plan as follows:
(i) Initial Option Grants to
Outside Directors . An option to purchase 10,000 shares of
Common Stock shall be granted automatically to each Outside
Director first elected to the Board after the date of the approval
of the Plan by the stockholders of the Company, upon the date of
his or her initial election to the Board.
(ii) Stock Awards to Outside
Directors . An award of 3,000 shares of Common Stock shall be
granted automatically, on the third business day following the date
of each Annual Meeting of Stockholders of the Company, to each
person serving as an Outside Director of the Company on the date of
such grant, provided that such Outside Director has served on the
Board for at least one full calendar year prior to the date of such
grant. The shares of Common Stock covered by such award shall be
fully vested and not subject to any repurchase rights or other
contractual restrictions.
(b) Terms of Director Options
. Each option granted pursuant to Section 5(a)(i) shall be
evidenced by a written agreement in such form as the President or
the Executive Vice President, Corporate Development shall from time
to time approve, which agreements shall comply with and be subject
to the following terms and conditions:
(i) Option Exercise Price .
The option exercise price per share for each option granted under
the Plan shall be equal to the fair market value per share of
Common Stock on the date of grant, which shall be determined as
follows: (i) if the Common Stock is listed on the Nasdaq
Global Market or another nationally recognized exchange or trading
system as of the date on which a determination of fair market value
is to be made, the fair market value per share shall be deemed to
be the last reported sale price per share of Common Stock thereon
on such date (or, if no such price is reported on such date, such
price on the nearest preceding date on which such a price is
reported); and (ii) if the Common Stock is not listed on the
Nasdaq Global Market or another nationally recognized exchange or
trading system as of the date on which a determination of fair
market value is to be made, the fair market value per share shall
be as determined by the Board.
(ii) Transferability of
Options . Subject to clause (vi) below, except as the
Board may otherwise determine, options shall not be sold, assigned,
transferred, pledged or otherwise encumbered by the person to whom
they are granted, either voluntarily or by operation of law, except
by will or the laws of descent and distribution, and, during the
life of the optionee, shall be exercisable only by the optionee;
provided , however , that the Board may permit or
provide in an option for the gratuitous transfer of such option by
the applicable Outside Director to or for the benefit of any
immediate family member, family trust or other entity established
for the benefit of the Participant and/or an immediate family
member thereof if, with respect to such proposed transferee, the
Company would be eligible to use a Form S-8 for the registration of
the sale of the Common Stock subject to such option under the
Securities Act of 1933, as amended; provided ,
further , that the Company shall not be required to
recognize any such transfer until such time as the applicable
Outside Director and such permitted transferee shall, as a
condition to such transfer, deliver to the Company a written
instrument in form and substance satisfactory to the Company
confirming that such transferee shall be bound by all of the terms
and conditions of the option.
(iii) Vesting Period
.
(A) General . Each option
granted pursuant to Section 5(a)(i) shall become exercisable
in equal annual installments over a two year period following the
date of grant.
(B) Acceleration Upon a Change in
Control . Notwithstanding the foregoing, each outstanding
option granted pursuant to Section 5(a)(i) shall immediately
become exercisable in full in the event a Change in Control of the
Company (as defined in this subsection) occurs. For purposes of the
Plan, a “Change in Control of the Company” shall occur
or be deemed to have occurred only if (i) any
“person”, as such term is used in Section 13(d)
and 14(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) (other than the Company, any trustee or
other fiduciary holding securities under an employee benefit plan
of the Company, or any corporation owned directly or indirectly by
the stockholders of the Company in substantially the same
proportion as their ownership of stock of the Company), is or
becomes the “beneficial owner” (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 50% or more of the combined
voting power of the Company’s then outstanding securities;
(ii) during any period of two consecutive years ending during
the term of any option agreement issued
