Exhibit 99.2
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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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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3.
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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,
