EXHIBIT 10.2
SATCON TECHNOLOGY
CORPORATION
NON-QUALIFIED STOCK OPTION
AGREEMENT
1.
Grant of Option
. This Non-Qualified Stock
Option Agreement evidences the grant by SatCon Technology
Corporation (the “Company”), as of May 1, to
Charles S. Rhoades (the “Optionee”) an option (the
“Option”) to purchase up to 4,796,020 shares of the
Company’s Common Stock, par value $0.01 per share (the
“Shares”) at an exercise price per share equal to
$1.90, the closing bid price of a share of the Company’s
Common Stock on the Nasdaq Stock Market on May 1, 2008 (the
“Exercise Price”). The Option shall be subject to
the terms and conditions set forth herein. The Option was not
issued pursuant to the Company’s 2005 Incentive Compensation
Plan (the “Plan”). Nevertheless, the terms and
conditions of the Plan are incorporated herein for all purposes and
except as set forth explicitly herein this Option shall be treated
for all purposes as if it had been issued pursuant to the
Plan. The Option is a Non-Qualified Stock Option, and not an
Incentive Stock Option. The Optionee hereby acknowledges
receipt of a copy of the Plan and agrees to be bound by all of the
terms and conditions hereof and thereof and all applicable laws and
regulations.
2.
Definitions
. Unless otherwise provided
herein, terms used herein that are defined in the Plan and not
defined herein shall have the meanings attributed thereto in the
Plan.
3.
Exercise Schedule
. Except as otherwise provided
in Sections 6 or 9 of this Agreement, or in the Plan, the Option
will become exercisable (“vest”) in accordance with the
following schedule, provided that the Continuous Service of the
Optionee continues through and on the applicable vesting date
(each, a “Vesting Date”):
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Percentage of Shares
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Vesting Date
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25%
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May 1, 2009
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6.25%
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Each of August 1 and November 1, 2009
and February 1 and May 1, 2010
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6.25%
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Each of August 1 and November 1, 2010
and February 1 and May 1, 2011
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6.25%
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Each of August 1 and November 1, 2011
and February 1 and May 1, 2012
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.To the extent that the Option has
become exercisable with respect to a percentage of Shares, the
Option may thereafter be exercised by the Optionee, in whole or in
part, at any time or from time to time prior to the expiration of
the Option as provided herein. Except as otherwise specifically
provided herein, there shall be no proportionate or
partial vesting in the periods prior
to each Vesting Date, and all vesting shall occur only on the
appropriate Vesting Date. Upon the termination of the
Optionee’s Continuous Service with the Company and its
Related Entities, any unvested portion of the Option shall
terminate and be null and void.
4.
Method of Exercise
. The vested portion of this
Option shall be exercisable in whole or in part in accordance with
the exercise schedule set forth in Section 3 hereof by
written notice which shall state the election to exercise the
Option, the number of Shares in respect of which the Option is
being exercised, and such other representations and agreements as
to the holder’s investment intent with respect to such Shares
as may be required by the Company pursuant to the provisions of the
Plan. Such written notice shall be signed by the Optionee and
shall be delivered in person or by certified mail to the Secretary
of the Company. The written notice shall be accompanied by
payment of the Exercise Price. This Option shall be deemed to
be exercised after both (a) receipt by the Company of such
written notice accompanied by the Exercise Price and
(b) arrangements that are satisfactory to the Committee in its
sole discretion have been made for Optionee’s payment to the
Company of the amount, if any, that is necessary to be withheld in
accordance with applicable Federal or state withholding
requirements. No Shares will be issued pursuant to the Option
unless and until such issuance and such exercise shall comply with
all relevant provisions of applicable law, including the
requirements of any stock exchange upon which the Shares then may
be traded.
5.
Method of Payment
. Payment of the Exercise
Price shall be by any of the following, or a combination thereof,
at the election of the Optionee: (a) cash;
(b) check; (c) with Shares that have been held by the
Optionee for at least 6 months (or such other Shares as the Company
determines will not cause the Company to recognize for financial
accounting purposes a charge for compensation expense),
(d) pursuant to a “cashless exercise” procedure,
by delivery of a properly executed exercise notice together with
such other documentation, and subject to such guidelines, as the
Committee shall require to effect an exercise of the Option and
delivery to the Company by a licensed broker acceptable to the
Company of proceeds from the sale of Shares (or, to the extent
permitted by the Committee, a margin loan) sufficient to pay the
Exercise Price and any applicable income or employment taxes, or
(e) such other consideration or in such other manner as may be
determined by the Committee in its absolute discretion.
6.
Termination of Option
.
(a)
Any unexercised portion of the
Option shall automatically and without notice terminate and become
null and void at the time of the earliest to occur of the
following:
(i)
unless the Company otherwise
determines in writing in its sole discretion, three months after
the date on which the Optionee’s Continuous Service is
terminated for any reason other than by
