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UQM TECHNOLOGIES, INC.
2002 EQUITY INCENTIVE PLAN
INCENTIVE STOCK OPTION
AGREEMENT
THIS AGREEMENT made as of this
___ day of _______, 2008, between UQM TECHNOLOGIES, INC., a
Colorado corporation (together with its Affiliated Corporations,
except where the context requires otherwise, the "Company"), and
_____________ (the "Option Holder").
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Grant of Option . Pursuant to the
UQM Technologies, Inc. 2002 Equity Incentive Plan (the "Plan") and
subject to the terms and conditions of this Agreement, the Company
hereby grants to the Option Holder an incentive stock option (the
"Option") to purchase _____ shares of the common stock of the
Company (the "Stock") at an exercise price per share of $____ (the
"Option Price"). The Option grant shall be effective as of
____________ (the "Effective Date"). The Option is intended to
qualify as an incentive stock option under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code").
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Requirements for Exercise; Vesting
.
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In General . Except as provided
otherwise in this Agreement, the Option shall not become
exercisable until the Option Holder has completed one full year of
continuous employment after the Effective Date. Upon the completion
of one full year of continuous employment after the Effective Date,
the Option shall become vested and exercisable in increments, if
the Option Holder is still in the employ of the Company on the
dates indicated in the following schedule:
|
|
Percentage of Option
|
| Employment |
That Shall Become
Vested |
| Vesting
Date |
and Exercisable on
Each Date |
| One year from date of
grant |
33% |
| Two years from date
of grant |
an additional
33% |
| Three years from date
of grant |
an additional
34% |
|
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Except as set forth in Section 5 of this
Agreement, the Option shall not be exercisable as to any shares of
Stock as to which the vesting requirements of this Section 2 shall
not be satisfied, regardless of the circumstances under which the
Option Holder's employment by the Company shall be terminated. The
number of shares of Stock as to which the Option may be exercised
shall be cumulative, so that once the Option shall become vested
and exercisable as to any shares of Stock it shall continue to be
vested and exercisable as to such shares, until expiration or
termination of the Option as provided in Section 6 hereof. If
at any time the number of shares of Stock that are covered by the
vested and exercisable portion of the Option includes a fractional
share, the number of shares of Stock as to which the Option shall
be actually vested and exercisable shall be rounded down to the
next whole share of Stock.
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Accelerated Vesting in Certain
Circumstances . The Option Holder shall become 100% vested
with respect to the entire Option, and the entire Option shall
become exercisable, upon a reorganization or change in control of
the Company (as defined in Section 5(b) below).
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Method for Exercising the Option .
The Option may be exercised only by delivery of written notice of
exercise, together with payment of the Option Price as provided
below, in person or through certified or registered mail, fax or
overnight delivery to the Company at the following address: UQM
Technologies, Inc., Attention: Corporate Secretary, 425 Corporate
Circle, Golden, Colorado 80401, or such other address as shall be
furnished in writing to the Option Holder by the Company. Such
written notice shall specify that the Option is being exercised,
and the number of shares of Stock with respect to which the Option
is exercised, the Option Price shall be paid no later than 30 days
after the notice of exercise is delivered. The Option shall be
exercised only when the Option Price is paid in full.
The Company intends to register the shares of
Stock subject to this Option and this Option on a Form S-8
Registration Statement (or any successor or replacement Form).
Notwithstanding such registration, the Company may require the
Option Holder, as a condition of exercise of this Option, to give
written assurance in substance and form satisfactory to the Company
and its counsel to the effect that the Option Holder is acquiring
the Stock for his own account for investment and not with any
present intention of selling or otherwise distributing the same,
and to such other effects as the Company deems necessary or
appropriate in order to comply with federal and state securities
laws. Legends evidencing such restrictions may be placed on the
Stock certificates.
The purchase of such Stock shall take place at
the address of the Company set forth above upon delivery of a
notice of exercise that specifies the number of shares with respect
to which the Option is being exercised and payment of the Option
Price for the Stock in full, within 30 days of the delivery of the
notice of exercise, (i) by certified or cashier's check payable to
the Company's order, or (ii) by wire transfer to such account as
may be specified by the Company for this purpose, or (iii) by
delivery to the Company of certificates representing the number of
shares of Stock then owned by the Option Holder, the Fair Market
Value of which equals the Option Price of the Stock to be purchased
pursuant to the Option, properly endorsed for transfer to the
Company; provided, however, that no Option may be exercised by
delivery to the Company of certificates representing Stock, unless
such Stock has been held by the Option Holder for more than six (6)
months, or (iv) by delivery to the Company of a properly executed
notice of exercise together with irrevocable instructions to a
broker to deliver to the Company promptly the amount of the
proceeds of the sale of all or a portion of the Stock or of a loan
from the broker to the Option Holder required to pay the Option
Price; provided, however, that if the Option Holder is subject to
the Sarbanes-Oxley Act of 2002, the Option Price shall not be paid
with the proceeds of a loan. For purposes of this Option, the Fair
Market Value of any shares of Stock delivered in payment of the
Option Price upon exercise of the Option shall be the Fair Market
Value as of the exercise date; the exercise date shall be the day
of delivery of the certificates for the Stock used as payment of
the Option Price.
Upon such notice to the Company and payment of
the Option Price, the exercise of the Option shall be deemed to be
effective, and a properly executed certificate or certificates
representing the Stock so purchased shall be issued by the Company
and delivered to the Option Holder.
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Adjustment of the Option .
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Adjustment by Stock Split, Stock Dividend,
Etc . If at any time the Company increases or decreases the
number of its outstanding shares of Stock, or changes in any way
the rights and privileges of such shares, by means of the payment
of a stock dividend or the making of any other distribution on such
shares payable in Stock, or through a Stock split or subdivision of
shares, or a consolidation or combination of shares, or through a
reclassification or recapitalization involving the Stock, the
numbers, rights and privileges of the shares of Stock included in
the Option shall be increased, decreased or changed in like manner
as if such shares had been issued and outstanding, fully paid and
non- assessable at the time of such occurrence.
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Other Distributions and Changes in the
Stock . If the Company shall at any time distribute with
respect to the Stock assets or securities of persons other than the
Company (excluding cash or distributions referred to in subsection
(a)) or grant to the holders of its Stock rights to subscribe
pro rata for additional shares thereof or for any other
securities of the Company or there shall be any other change
(except as described in subsection (a)) in the number or kind of
outstanding shares of Stock or of any stock or other securities
into which the Stock shall be changed or for which it shall have
been exchanged, and if the Committee shall in its discretion
determine that the event equitably requires an adjustment in the
number or kind of shares subject to the Option, an adjustment to
the Option Price, or the taking of any other action by the
Committee, including without limitation, the setting aside of any
property for delivery to the Option Holder upon the exercise of the
Option, then such adjustment shall be made, or other actions taken,
by the Committee and shall be effective for all purposes of this
Agreement.
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Apportionment of Option Price .
Upon any occurrence described in the preceding subsections (a) and
(b), the aggregate Option Price for the shares of Stock then
subject to the Option shall remain unchanged and shall be
apportioned ratably over the increased
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