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Exhibit
10.2
AMERICAN SUPERCONDUCTOR
CORPORATION
Incentive Stock Option
Agreement
Granted Under 2007 Stock
Incentive Plan
This agreement evidences the
grant by American Superconductor Corporation, a Delaware
corporation (the “Company”), on
(the
“Grant Date”) to
an employee
of the Company (the “Participant”), of an option to
purchase, in whole or in part, on the terms provided herein and in
the Company’s 2007 Stock Incentive Plan (the
“Plan”), a total of
shares (the
“Shares”) of common stock, $.01 par value per share, of
the Company (“Common Stock”) at
per Share.
Unless earlier terminated, this option shall expire at 5:00 p.m.,
Eastern time, on
(
the “Final Exercise Date”).
It is intended that the
option evidenced by this agreement shall be an incentive stock
option as defined in Section 422 of the Internal Revenue Code
of 1986, as amended, and any regulations promulgated thereunder
(the “Code”). Except as otherwise indicated by the
context, the term “Participant”, as used in this
option, shall be deemed to include any person who acquires the
right to exercise this option validly under its terms.
Except as otherwise provided
in this Agreement, this option may be exercised prior to the Final
Exercise Date as to not more than the number of shares set forth in
the table below during the respective periods set forth in the
table below.
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Exercise
Period
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Percentage of Shares as to
Which Option is Exercisable |
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Less than one year from [ ]
(the “Vesting Date”)
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0 |
% |
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At least one year but less than two
years from the Vesting Date
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33 1 / 3 |
% |
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At least two years but less than three
years from the Vesting Date
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66 2 / 3 |
% |
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At least three years from the Vesting
Date
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100 |
% |
The right of exercise shall
be cumulative so that to the extent the option is not exercised in
any period to the maximum extent permissible it shall continue to
be exercisable, in whole or in part, with respect to all Shares for
which it is vested until the earlier of the Final Exercise Date or
the termination of this option under Section 3 or the
Plan.
(a) Form of Exercise .
Each election to exercise this option shall be in writing, signed
by the Participant, and received by the Company at its principal
office, accompanied by this agreement, and payment in full in the
manner provided in the Plan. The Participant may purchase less than
the number of shares covered hereby, provided that no partial
exercise of this option may be for any fractional share or for
fewer than ten whole shares.
(b) Continuous
Relationship with the Company Required . Except as otherwise
provided in this Section 3, this option may not be exercised
unless the Participant, at the time he or she exercises this
option, is, and has been at all times since the Grant Date, an
employee or officer of, or consultant or advisor to, the Company or
any parent or subsidiary of the Company as defined in
Section 424(e) or (f) of the Code (an “Eligible
Participant”).
(c) Termination of
Relationship with the Company . If the Participant ceases to be
an Eligible Participant for any reason, then, except as provided in
paragraphs (d) and (e) below, the right to exercise this
option shall terminate 60 days after such cessation (but in no
event after the Final Exercise Date), provided that
this option shall be exercisable only to the extent that the
Participant was entitled to exercise this option on the date of
such cessation. Notwithstanding the foregoing, if the Participant,
prior to the Final Exercise Date, violates the non-competition or
confidentiality provisions of any employment contract,
confidentiality and nondisclosure agreement or other agreement
between the Participant and the Company, the right to exercise this
option shall terminate immediately upon written notice to the
Participant from the Company describing such violation.
(d) Exercise Period Upon
Death or Disability . If the Participant dies or becomes
disabled (within the meaning of Section 22(e)(3) of the Code)
prior to the Final Exercise Date while he or she is an Eligible
Participant and the Company has not terminated such relationship
for “cause” as specified in paragraph (e) below,
this option shall be exercisable, within the period of 180 days
following the date of death or disability of th
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