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Exhibit
10.7
AMERICAN SUPERCONDUCTOR
CORPORATION
Non-Statutory Stock Option
Agreement
Granted Under 2007
Director Stock Plan
This agreement evidences the
grant by American Superconductor Corporation, a Delaware
corporation (the “Company”), on
[ ] (the
“Grant Date”) to
[ ], a director of
the Company (the “Optionee”), of an option to purchase,
in whole or in part, on the terms provided herein and in the
Company’s 2007 Director Stock Plan (the “Plan”),
a total of 20,000 shares of common stock, $0.01 par value per
share, of the Company (“Common Stock”) at a price of
$[ ] per
share.
This option is not intended
to qualify as an incentive stock option within the meaning of
Section 422 of the Internal Revenue Code, as amended, and any
regulations promulgated thereunder. Except as otherwise indicated
by the context, the term “Optionee”, as used in this
option, shall be deemed to include any person who acquires the
right to exercise this option validly under its terms or pursuant
to Section 5(b) of the Plan.
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Vesting Schedule; Acceleration Upon Acquisition Event
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(a) Vesting . Except
as otherwise provided in this Agreement, this option may be
exercised prior to the tenth anniversary of the Grant Date
(hereinafter the “Expiration 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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Number of
Shares as to
which
Option is
Exercisable
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| Less than
one year from the Grant Date (the “Vesting
Date”) |
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None |
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| At least one
year but less than two years from the Vesting Date |
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10,000 shares |
|
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| At least two
years from the Vesting Date |
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20,000 shares |
(b) Cumulative Right of
Exercise . 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 of Common Stock for which it is
vested until the earlier of the Expiration Date or the t
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