Exhibit 10.8
AMERICAN SUPERCONDUCTOR
CORPORATION
SECOND AMENDED AND RESTATED 1997
DIRECTOR
STOCK OPTION PLAN, AS
AMENDED
1. Purpose .
The purpose of this Second Amended
and Restated 1997 Director Stock Option Plan, as amended (the
“Plan”), of American Superconductor Corporation (the
“Company”) is to encourage stock ownership in the
Company by outside directors of the Company whose continued
services are considered essential to the Company’s future
success and to provide them with a further incentive to remain as
directors of the Company.
2. Administration
.
The Board of Directors shall
supervise and administer the Plan. Grants of stock options and
stock awards under the Plan and the amount and nature of the
options and awards to be granted shall be automatic in accordance
with Section 5. However, all questions concerning
interpretation of the Plan or any options or awards granted under
it shall be resolved by the Board of Directors and such resolution
shall be final and binding. No director or person acting pursuant
to the authority delegated by the Board of Directors shall be
liable for any action or determination relating to or under the
Plan made in good faith.
3. Participation in the Plan
.
Directors of the Company who are not
full-time employees of the company or any subsidiary of the Company
(“Outside Directors”) shall be eligible to receive
options and stock awards under the Plan, except that Directors of
the Company who are representatives of an equity holder of the
Company shall not be eligible to receive options or awards under
the Plan.
4. Stock Subject to the Plan
.
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(1)
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The maximum number of shares of
the Company’s Common Stock, par value $.01 per share
(“Common Stock”), which may be issued under the Plan
shall be 790,000 shares, subject to adjustment as provided in
Section 7.
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(2)
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If any outstanding option under
the Plan for any reason expires or is terminated without having
been exercised in full, the shares covered by the unexercised
portion of such option shall again become available for issuance
pursuant to the Plan.
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(3)
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All options granted under the
Plan shall be non-statutory options not entitled to special tax
treatment under Section 422 of the Internal Revenue Code of
1986, as amended (the “Code”).
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(4)
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Shares issued under the Plan may
consist in whole or in part of authorized but unissued shares or
treasury shares.
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5. Terms, Conditions and Form of
Options .
Each option granted under the Plan
shall be evidenced by a written agreement in such form as the
President or the Executive Vice President, Corporate Development,
shall from time to time approve, which agreements shall comply with
and be subject to the following terms and conditions:
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(a)
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Option Grants and Stock
Awards .
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(i)
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Initial Grants to Outside
Directors. An option to purchase 20,000 shares of Common Stock
shall be granted automatically to each Outside Director first
elected to the Board of Directors after the date of the approval of
the Plan by the stockholders of the Company, upon the date of his
or her initial election to the Board of Directors.
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(ii)
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Stock Awards to Outside
Directors. An award of 5,000 shares of Common Stock shall be
granted automatically, on the third business day following the date
of each Annual Meeting of Stockholders of the Company, to each
person serving as an Outside Director of the Company on the date of
such grant, provided that such Outside Director has served on the
Board of Directors of the Company for
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1
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at least one full calendar year
prior to the date of such grant. The shares of Common Stock covered
by such award shall be fully vested and not subject to any
repurchase rights or other contractual restrictions.
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(b)
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Option Exercise
Price . The option
exercise price per share for each option granted under the Plan
shall be equal to the fair market value per share of Common Stock
on the date of grant, which shall be determined as follows:
(i) if the Common Stock is listed on the Nasdaq National
Market or another nationally recognized exchange or trading system
as of the date on which a determination of fair market value is to
be made, the fair market value per share shall be deemed to be the
last reported sale price per share of Common Stock thereon on such
date (or, if no such price is reported on such date, such price on
the nearest preceding date on which such a price is reported); and
(ii) if the Common Stock is not listed on the Nasdaq National
Market or another nationally recognized exchange or trading system
as of the date on which a determination of fair market value is to
be made, the fair market value per share shall be as determined by
the Board of Directors.
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(c)
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Transferability of
Options . Except as
the Board of Directors may otherwise determine, options shall not
be sold, assigned, transferred, pledged or otherwise encumbered by
the person to whom they are granted, either voluntarily or by
operation of law, except by will or the laws of descent and
distribution, and, during the life of the optionee, shall be
exercisable only by the optionee. References to a optionee, to the
extent relevant in the context, shall include references to
authorized transferees, if any.
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(i)
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General. Each option granted
pursuant to Section 5(a)(i) shall become exercisable in equal
annual installments over a two year period following the date of
grant.
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(ii)
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Acceleration Upon An Acquisition
Event. Notwithstanding the foregoing, each outstanding option
granted pursuant to Section 5(a)(i) shall immediately become
exercisable in full in the event an Acquisition Event (as defined
in Section 8) of the Company occurs.
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(e)
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Termination
. Each option shall terminate, and
may no longer
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