Exhibit 10.4
ENERGY CONVERSION DEVICES, INC.
Form of Stock Option Agreement
Under
the Energy Conversion Devices, Inc. 2006 Stock
Incentive Plan
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Participant:
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_________________________________________________________________
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Grant Date:
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___________________, 2007
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Shares:
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___________________________________________
common stock, par value $.01 per share, of the
Company
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Exercise Price (per Share):
________________________
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This Stock Option Agreement (this
“Agreement”), dated as of the Grant Date, is entered
into by and between Energy Conversion Devices, Inc., a Delaware
corporation (the “Company”), and the Participant.
Capitalized terms not defined herein have the meanings ascribed to
such terms in the Energy Conversion Devices, Inc.
2006 Stock Incentive Plan of the Company, as amended
from time to time (the “Plan”).
1. Grant
of Options . The Company hereby grants to
the Participant a Nonstatutory Option (the "Option") to purchase
all or any part of the Shares at the Exercise Price, pursuant to
and subject to all of the terms and conditions of this Agreement
and the Plan, the provisions of which are incorporated herein. A
copy of the Plan is on file in the office of the Company. If there
is any conflict between the provisions of this Agreement and the
Plan, the Plan shall control.
2.
Exercisability of Options . The Option shall vest and shall be exercisable in four equal
annual installments beginning on the first anniversary of the Grant
Date, subject to the prior expiration or sooner termination of the
Option, provided that the Option may not be exercised
at any one time as to fewer than 100 Shares (or such number of
Shares as to which the Option is then exercisable if such number of
Shares is less than 100). The Option shall expire and shall not be
exercisable on or after the tenth anniversary of the Grant
Date.
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3.
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Method of Exercise of the Options
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(a) That portion of
the Option as to which the Participant is vested shall be
exercisable in whole or in part (subject to Section 2 above), by
delivery to the Company of a written notice stating the number of
shares to be purchased pursuant to this Agreement and accompanied
by payment for the full Option Price with respect thereto.
Fractional share interests shall be disregarded except that they
may be accumulated.
(b) The Option Price
shall be paid (i) in cash or by certified check or bank draft
payable to the order of the Company or other instrument acceptable
to the
Committee, (ii) by the exchange of Mature Shares of
the Company and which have an aggregate Fair Market Value (as
determined on the date of exercise) equal to the aggregate exercise
price, (iii) except as prohibited by applicable law, by providing
instructions to the Company that upon receipt of the Option Price
in cash, certified check or wire transfer of immediately available
funds from a broker or dealer acting at the direction of the
Participant, in payment for any Shares pursuant to the exercise of
the Option, the Company shall issue such Shares directly to the
designated broker or dealer, or (iv) by any combination of the
foregoing.
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4.
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Termination of Service .
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(a) Termination
of Employment by Reason of Death or Disability
. Upon a termination of the Participant's employment
with the Company or any Affiliate thereof, including if the
Participant's employer ceases to be an Affiliate of the Company
("Termination of Employment"), by reason of death or disability (as
determined by the Committee in its sole discretion), the Option
shall become fully exercisable and may thereafter be exercised (in
whole or in part) by the legal representative or legatee of the
Participant, for a period of one (1) year (or such longer period as
the Committee shall specify at any time) from the date of
Termination of Employment, or until the expiration of the stated
term of the Option, if earlier, at which time all rights of the
Participant or the Participant's legal representative or legatee in
such Option shall terminate.
(b) Termination
of Employment for Cause . If the
Participant's Termination of Employment is for Cause (as defined
below), the Option, even if it is immediately exercisable at the
time of such termination, shall immediately terminate and be of no
further force and effect; provided, however, that the Committee
may, in its sole discretion, provide that the Option can be
exercised for a period of up to thirty (30) days from the date of
Termination of Employment or until the expiration of the stated
term of the Option, if earlier. If the Participant is subject to a
written employment agreement with the Company or any Affiliate
thereof that defines "Caus
