OTHER MATTERS
We know of no other matters to be submitted at our Annual Meeting. If any other matters properly come before the meeting, it is the
intention of the persons named in the enclosed proxy card to vote the shares they represent as our Board may recommend.
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By Order of the Board of Directors,
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|
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J
EFFREY
A. Q
UIRAM
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President and Chief Executive Officer
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Austin, Texas
October 31, 2013
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Exhibit A
2013 Equity Incentive Plan Documents
SUPERCONDUCTOR TECHNOLOGIES INC.
2013 EQUITY INCENTIVE PLAN
(Effective October 25, 2013)
Superconductor Technologies Inc. hereby adopts in its entirety the Superconductor Technologies Inc. 2013 Equity Incentive (
Plan
), as of October 25, 2013 (
Plan Adoption
Date
). Unless otherwise defined, terms with initial capital letters are defined in Section 2 below.
SECTION 1
BACKGROUND AND PURPOSE
1.1
Background
The Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights (SARs), Stock Awards, and Restricted Stock Units.
1.2
Purpose of the Plan
The Plan is intended to attract, motivate and retain the following individuals: (a) employees of the Company or its
Affiliates; (b) consultants who provide significant services to the Company or its Affiliates and (c) directors of the Company or any of its Affiliates who are employees of neither the Company nor any Affiliate. The Plan is also designed
to encourage stock ownership by such individuals, thereby aligning their interests with those of the Companys shareholders.
SECTION 2
DEFINITIONS
The following words and phrases shall have the following meanings unless a different meaning is plainly required by the context:
2.1
1934 Act
means the Securities Exchange Act of 1934, as amended. Reference to a specific section of the Act shall
include such section, any valid rules or regulations promulgated under such section, and any comparable provisions of any future legislation, rules or regulations amending, supplementing or superseding any such section, rule or regulation.
2.2
Administrator
means, collectively the Board, and/or one or more Committees, and/or one or more executive officers of
the Company designated by the Board to administer the Plan or specific portions thereof; provided, however, that Awards to Section 16 Persons may only be administered by a committee of Independent Directors (as defined in Section 2.23) or
the Board as a whole. The Plan permits coextensive administrative authority; provided, however, that the scope of any such authority is specifically approved by the Board in accordance with the Plan.
2.3
Affiliate
means any corporation or any other entity (including, but not limited to, Subsidiaries, partnerships and joint ventures)
controlling, controlled by, or under common control with the Company.
2.4
Applicable Law
means the legal requirements
relating to the administration of Options, SARs, Stock Awards, Restricted Stock Units and similar incentive plans under any applicable laws, including but not limited to the laws of the United States and any applicable foreign country, including
employment, labor, privacy,
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securities, and tax laws, the Code, and applicable rules and regulations promulgated by the Nasdaq, New York Stock Exchange, American Stock Exchange or the requirements of any other stock
exchange or quotation system upon which the Shares may then be listed or quoted.
2.5
Award
means, individually or
collectively, a grant under the Plan of Nonqualified Stock Options, Incentive Stock Options, SARs, Stock Awards, and Restricted Stock Units.
2.6
Award Agreement
means the written agreement setting forth the terms and provisions applicable to each Award granted under the
Plan, including the Grant Date.
2.7
Board
or
Board of Directors
means the Board of Directors of the
Company.
2.8
Change in Control
means the occurrence of any of the following:
2.8.1 Any person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the beneficial
owner (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Companys then outstanding voting
capital stock, other than a group of two or more persons not (A) acting in concert for the purpose of acquiring, holding or disposing of such stock or (B) otherwise required to file any form or report with any governmental agency or
regulatory authority having jurisdiction over the Company which requires the reporting of any change in control;
2.8.2 The
consummation of the sale or disposition by the Company of all or substantially all of the Companys assets (whether by stock sale, merger, consolidation or otherwise);
2.8.3 The consummation of a liquidation or dissolution of the Company; or
2.8.4
The consummation of a merger or consolidation of the Company with any other corporation, other than (i) a merger or consolidation for the sole purpose of changing the Companys jurisdiction of incorporation or (ii) a consolidation or
merger of the Company in which the holders of the voting capital stock of the Company immediately prior to the consolidation or merger (other than Persons who are parties to such consolidation or merger and their respective Affiliates) hold at least
fifty percent (50%) of the voting power represented by the Companys then outstanding voting capital stock of the Company or the surviving entity (or its parent entity) immediately after the consolidation or merger.
2.9
Code
means the Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or regulation thereunder
shall include such section or regulation, any valid regulation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.
2.10
Committee
means any committee appointed by the Board of Directors to administer the Plan.
2.11
Company
means Superconductor Technologies Inc., or any successor thereto.
2.12
Consultant
means any consultant, independent contractor or other person who provides significant services to the Company or its
Affiliates or any employee or Affiliate of any of the foregoing, but who is neither an Employee nor a Director.
2.13
Continuous
Status
as an Employee, Consultant or Director means that a Participants employment or service relationship with the Company or any Affiliate is not interrupted or terminated.
Continuous Status
shall not be
considered interrupted in the following cases: (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company and any Subsidiary or successor. A leave of absence approved by the
Company shall include sick leave, military leave or any other personal leave
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approved by an authorized representative of the Company. For purposes of Incentive Stock Options, no leave of absence may exceed ninety (90) days, unless reemployment upon expiration of such
leave is guaranteed by statute or contract. If such reemployment is approved by the Company but not guaranteed by statute or contract, then such employment will be considered terminated on the ninety-first (91st) day of such leave and on such
date any Incentive Stock Option held by the Participant shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonqualified Stock Option. In the event a Participants status changes among the positions
of Employee, Director and Consultant, the Participants Continuous Status as an Employee, Director or Consultant shall be deemed to be continuous and uninterrupted.
2.14
Director
means any individual who is a member of the Board of Directors of the Company or an Affiliate of the Company.
2.15
Disability
means a permanent and total disability within the meaning of Section 22(e)(3) of the Code, provided that in the case of Awards other than Incentive Stock Options,
the Administrator in its discretion may determine whether a permanent and total disability exists in accordance with uniform and non-discriminatory standards adopted by the Administrator from time to time.
2.16
Employee
means any individual who is a common-law employee of the Company or of an Affiliate.
2.17
Exercise Price
means the price at which a Share may be purchased by a Participant pursuant to the exercise of an Option, and the
price used to determine the amount of cash or number of Shares payable to a Participant upon the exercise of a SAR.
2.18
Fair Market
Value
means, as of any date, provided the Common Stock is listed on an established stock exchange or a national market system, including without limitation the NASDAQ, the Fair Market Value of a share of Common Stock shall be the closing
sales price for such stock on the Grant Date of the Award. If no sales were reported on such Grant Date of the Award, the Fair Market Value of a share of Common Stock shall be the closing price for such stock as quoted on the NASDAQ (or the exchange
with the greatest volume of trading in the Common Stock) on the last market trading day with reported sales prior to the date of determination. In the case where the Company is not listed on an established stock exchange or national market system,
Fair Market Value shall be determined by the Board in good faith in accordance with Code Section 409A and the applicable Treasury regulations.
2.19
Fiscal Year
means a fiscal year of the Company.
2.20 Intentionally
omitted.
2.21
Grant Date
means the date the Administrator approves the Award.
2.22
Incentive Stock Option
means an Option to purchase Shares, which is designated as an Incentive Stock Option and is intended to
meet the requirements of Section 422 of the Code.
2.23
Independent Director
means a Nonemployee Director who is
(i) a nonemployee director within the meaning of Section 16b-3 of the 1934 Act and (ii) independent as determined under the applicable rules of the NASDAQ, as either of these definitions may be modified or
supplemented from time to time.
2.24
Misconduct
shall include commission of any act in competition with any activity of
the Company (or any Affiliate) or any act contrary or harmful to the interests of the Company (or any Affiliate) as determined in good faith by the Administrator and shall include, without limitation: (a) conviction of a felony or crime
involving moral turpitude or dishonesty, (b) violation of Company (or any Affiliate) policies, with or acting against the interests of the Company (or any Affiliate), including employing or recruiting any present, former or future employee of
the Company (or any Affiliate), (c) misuse of any confidential, secret, privileged or non-public
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information relating to the Companys (or any Affiliates) business, or (d) participating in a hostile takeover attempt of the Company or an Affiliate. The foregoing definition
shall not be deemed to be inclusive of all acts or omissions that the Company (or any Affiliate) may consider as Misconduct for purposes of the Plan.
2.25
NASDAQ
means The NASDAQ Stock Market, LLC.
2.26
Nonemployee
Director
means a Director who is not employed by the Company or an Affiliate.
2.27
Nonqualified Stock Option
means an option to purchase Shares that is not intended to be an Incentive Stock Option.
2.28
Option
means an Incentive
Stock Option or a Nonqualified Stock Option.
2.29
Participant
means an Employee, Consultant or Nonemployee Director who
has an outstanding Award.
2.30
Performance Goals
means the goal(s) (or combined goal(s)) determined by the Administrator
(in its discretion) to be applicable to a Participant with respect to an Award. As determined by the Administrator, the Performance Goals applicable to an Award may provide for a targeted level or levels of achievement, including without limitation
goals tied to individual objectives and/or the Companys (or a business units) return on assets, return on shareholders equity, efficiency ratio, earnings per share, net income, or other financial measures determined in accordance
with U.S. generally accepted accounting principles (
GAAP
), with or without adjustments determined by the Administrator. The foregoing definition shall not be deemed to be inclusive of all Performance Goals for purposes of this
Plan. The Performance Goals may differ from Participant to Participant and from Award to Award.
2.31
Restricted Stock
Units
means an Award granted to a Participant pursuant to Section 8 of the Plan that entitles the Participant to receive a prescribed number of Shares, or the equivalent value in cash, upon achievement of Performance Goals associated
with such Award. The Participants Award Agreement shall specify whether the Restricted Stock Units will be settled in Shares or cash.
2.32
Period of Restriction
means the period during which Stock Awards are subject to restrictions that subject the Shares to a
substantial risk of forfeiture. As provided in Section 7, such restrictions may be based on the passage of time in which case the restrictions may lapse over the Period of Restriction, the achievement of Performance Goals, or the occurrence of
other events as determined by the Administrator, in its discretion.
2.33
Plan
means this Superconductor Technologies Inc.
2013 Equity Incentive Plan, as set forth in this instrument and as hereafter amended from time to time.
2.34
Rule 16b-3
means the rule so designated promulgated under Section 16 of the 1934 Act, and any future rule or regulation amending, supplementing or superseding such rule.
2.35
SEC
means the U.S. Securities Exchange Commission.
2.36
Section
16 Person
means a person who, with respect to the Shares, is subject to Section 16 of the 1934 Act.
2.37
Shares
means shares of common stock of the Company.
2.38
Stock Appreciation Right
or
SAR
means an Award granted to a Participant pursuant to Section 6. Upon exercise, a SAR gives a Participant a right to receive a payment in cash, or the equivalent value in Shares, equal to the difference between the Fair
Market Value of the Shares on the exercise date and the Exercise Price. Both the number of SARs and the Exercise Price are determined on the Grant Date. For example, assume a Participant
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is granted 100 SARs at an Exercise Price of $10 and the award agreement specifies that the SARs will be settled in Shares. Also assume that the SARs are exercised when the underlying Shares have
a Fair Market Value of $20 per Share. Upon exercise of the SAR, the Participant is entitled to receive 50 Shares [(($20-$10)*100)/$20].
2.39
Stock Awards
means an Award granted to a Participant pursuant to Section 7. A Stock Award constitutes a transfer of
ownership of Shares to a Participant from the Company. Such transfer may be subject to restrictions against transferability, assignment, and hypothecation. Under the terms of the Award, the restrictions against transferability are removed when the
Participant has met the specified vesting requirement. Shares granted pursuant to a Stock Award shall vest immediately upon the lapsing of the applicable Period of Restriction (if any). Stock Awards may also be granted without any restrictions or
vesting requirements. Vesting may be based on continued employment or service over a stated service period, or on the attainment of specified Performance Goals. If employment or service is terminated prior to vesting, the unvested Shares revert back
to the Company.
2.40
Subsidiary
means any corporation, LLC or partnership (collectively referred to as
Entities
) in an unbroken chain of Entities beginning with the Company if each of the Entities other than the last Entity in the unbroken chain then owns fifty percent (50%) or more of the total combined voting power in one of
the other Entities in such chain.
SECTION 3
ADMINISTRATION
3.1
The Administrator
. The Administrator, if not the Board of Directors,
shall be appointed by the Board of Directors from time to time. Grants of authority in a committee charter shall be deemed appointment.
3.2
Authority of the Administrator
. It shall be the duty of the Administrator to administer the Plan in accordance with the Plans provisions and in accordance with Applicable Law. The Administrator, if the Board of Directors or a Committee,
shall have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to, the following: (a) which Employees, Consultants and Directors shall be granted Awards;
(b) the terms and conditions of the Awards at initial grant and any subsequent revisions or changes to the terms and conditions of Awards, including, but not limited to, changes to, or removal of restrictions on, outstanding Awards relating to
vesting, Period of Restriction or exercisability periods, (c) interpretation of the Plan, (d) adoption of rules for the administration, interpretation and application of the Plan as are consistent therewith and (e) interpretation,
amendment or revocation of any such rules.
3.3
Decisions Binding
. All determinations and decisions made by the Administrator shall be
final, conclusive and binding on all persons, and shall be given the maximum deference permitted by Applicable Law.
SECTION 4
SHARES SUBJECT TO THE PLAN
4.1
Number of Shares
. Subject to adjustment, as provided in Section 4.3, the total number of Shares initially available for grant under the Plan shall be two million two hundred thousand
(2,200,000). Shares granted under the Plan may be authorized but unissued Shares or reacquired Shares bought on the market or otherwise. Awards settled in cash shall not count against the limitation set forth in this Section 4.1.
4.2
Reversion of Shares to the Plan
. If any Award made under the Plan expires, or is forfeited or cancelled, the Shares underlying such Awards
shall become available for future Awards under the Plan.
4.3
Adjustments in Awards and Authorized Shares
. The number of Shares covered
by the Plan, each outstanding Award, and the per Share exercise price of each such Award, shall be proportionately adjusted for any increase or
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decrease in the number of issued shares of common stock resulting from a stock split, reverse stock split, recapitalization, spin-off, combination, reclassification, the payment of a stock
dividend on the common stock or any other increase or decrease in the number of such Shares of common stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company
shall not be deemed to have been effected without receipt of consideration. Such adjustment shall be made by the Administrator whose determination in that respect shall be final, binding and conclusive. Except as expressly provided
herein, no issue by the Company of Shares of stock of any class, or securities convertible into Shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of common
stock subject to an Option.
4.4
Legal Compliance
. Shares shall not be issued pursuant to the making or exercise of an Award unless the
exercise of Options and rights and the issuance and delivery of Shares shall comply with the Securities Act of 1933, as amended, the 1934 Act and other Applicable Law, and shall be further subject to the approval of counsel for the Company with
respect to such compliance. Any Award made in violation hereof shall be null and void.
4.5
Investment Representations
. As a condition
to the exercise of an Option or other right, the Company may require the person exercising such Option or right to represent and warrant at the time of exercise that the Shares are being acquired only for investment and without any present intention
to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.
SECTION 5
STOCK OPTIONS
The provisions of this Section 5 are applicable to Options granted to Employees, Consultants and Nonemployee Directors. Such Participants shall also be eligible to receive other types of Awards as
set forth in the Plan.
5.1
Grant of Options
. Subject to the terms and provisions of the Plan, Options may be granted at any time and
from time to time as determined by the Administrator in its discretion. The Administrator may grant Incentive Stock Options, Nonqualified Stock Options, or a combination thereof, and the Administrator, in its discretion and subject to Sections 4.1,
shall determine the number of Shares subject to each Option.
5.2
Award Agreement
. Each Option shall be evidenced by an Award Agreement
that shall specify the Exercise Price, the expiration date of the Option, the number of Shares to which the Option pertains, any conditions to exercise the Option, and such other terms and conditions as the Administrator, in its discretion, shall
determine. The Award Agreement shall also specify whether the Option is intended to be an Incentive Stock Option or a Nonqualified Stock Option.
5.3
Exercise Price
. The Administrator shall determine the Exercise Price for each Option subject to the provisions of this Section 5.3.
5.3.1
Nonqualified Stock Options
. In the case of a Nonqualified Stock Option, the per Share exercise price shall not be less than
one hundred percent (100%) of the Fair Market Value of a Share on the Grant Date, as determined by the Administrator.
5.3.2
Incentive Stock Options
. The grant of Incentive Stock Options shall be subject to the following limitations:
(a) The Exercise Price of an Incentive Stock Option shall be not less than one hundred percent (100%) of the Fair Market Value of a
Share on the Grant Date; provided, however, that if on the Grant Date, the Employee (together with persons whose stock ownership is attributed to the Employee pursuant to Section 424(d)
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of the Code) owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any of its Subsidiaries, the Exercise Price shall be not less than
one hundred and ten percent (110%) of the Fair Market Value of a Share on the Grant Date;
(b) Incentive Stock Options
may be granted only to persons who are, as of the Grant Date, Employees of the Company or a Subsidiary, and may not be granted to Consultants or Nonemployee Directors.
(c) To the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year (under all
plans of the Company and any parent or Subsidiary) exceeds $100,000, the Options to acquire Shares in excess of such amount shall be treated as Nonqualified Stock Options. For purposes of this Section 5.3.2(c), Incentive Stock Options shall be
taken into account in the order in which they were granted. For purposes of this limitation, the Fair Market Value of the Shares shall be determined as of the time the Option with respect to such Shares is granted; and
(d) In the event of a Participants change of status from Employee to Consultant or Nonemployee Director, an Incentive Stock Option
held by the Participant shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonqualified Stock Option three (3) months and one (1) day following such change of status.
5.3.3
Substitute Options
. Notwithstanding the provisions of Sections 5.3.1 and 5.3.2, in the event that the Company or an
Affiliate consummates a transaction described in Section 424(a) of the Code (e.g., the acquisition of property or stock from an unrelated corporation), persons who become Employees, Directors or Consultants on account of such transaction may be
granted Options in substitution for options granted by their former employer, and such Options may be granted with an Exercise Price less than the Fair Market Value of a Share on the Grant Date; provided, however, the grant of such substitute Option
shall not constitute a modification as defined in Code Section 424(h)(3) and the applicable Treasury regulations.
5.4
Exercise of Options
. Options granted under the Plan shall be exercisable only with respect to the underlying shares that have become vested and shall be subject to restrictions as set forth in the Award Agreement as the Administrator shall
determine in its discretion. Except as set forth in Section 9.1, in all cases involving termination of Continuous Status as an Employee, Director or Consultant (including, but not limited to, the reasons described in subsections (c), (d),
(e) and (f) of Section 5.5.1), such Option shall be exercisable only to the extent the Participant was entitled to exercise it at the date of such termination.
5.5
Expiration of Options
5.5.1
Expiration Dates
. Unless otherwise
specified in the Award Agreement, but in any event no later than ten (10) years from the Grant Date, each Option shall terminate no later than the first to occur of the following events:
(a)
Date in Award Agreement
. The date for termination of the Option set forth in the written Award Agreement;
(b)
Termination of Continuous Status as Employee, Director or Consultant
. The last day of the three (3)-month period following the
date the Participant ceases his/her/its Continuous Status as an Employee, Director or Consultant (other than termination for a reason described in subsections (c), (d), (e), or (f) below).
(c)
Misconduct
. In the event a Participants Continuous Status as an Employee, Director or Consultant terminates because the
Participant has performed an act of Misconduct as determined by the Administrator, all unexercised Options held by such Participant shall expire five (5) business days following Participants receipt of written notice from the Company of
Participants termination due to Misconduct; provided, however, that the Administrator may, in its sole discretion, prior to the expiration of the five (5) day period, reinstate the Options
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by giving written notice of such reinstatement to Participant. In the event of such reinstatement, the Participant may exercise the Option only to such extent, for such time, and upon such terms
and conditions as if the Participant had ceased to be employed by or affiliated with the Company or a Subsidiary upon the date of such termination for a reason other than Misconduct, disability or death;
(d)
Disability
. In the event that a Participants Continuous Status as an Employee, Director or Consultant terminates as a
result of the Participants Disability, the Participant may exercise his or her Option at any time within twelve (12) months from the date of such termination (but in no event later than the expiration of the term of such Option as set
forth in the Award Agreement). If, at the date of termination, the Participant is not entitled to exercise his or her entire Option, the Shares covered by the unexercisable portion of the Option shall revert to the Plan. If, after termination, the
Participant does not exercise his or her Option within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan;
(e)
Death
. In the event of the death of a Participant, the Participants Option may be exercised at any time within twelve (12) months following the date of death (but in no event later
than the expiration of the term of such Option as set forth in the Award Agreement), by the Participants estate or by a person who acquired the right to exercise the Option by bequest or inheritance. If, at the time of death, the Participant
was not entitled to exercise his or her entire Option, the Shares covered by the unexercisable portion of the Option shall immediately revert to the Plan. If, after death, the Participants estate or a person who acquired the right to exercise
the Option by bequest or inheritance does not exercise the Option within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan; or
(f)
10 Years from Grant
. An Option shall expire no more than ten (10) years from the Grant Date; provided, however, that if
an Incentive Stock Option is granted to an Employee who, together with persons whose stock ownership is attributed to the Employee pursuant to Section 424(d) of the Code, owns stock possessing more than 10% of the total combined voting power of
all classes of the stock of the Company or any of its Subsidiaries, such Incentive Stock Option may not be exercised after the expiration of five (5) years from the Grant Date.
5.5.2
Administrator Discretion
. Notwithstanding the foregoing the Administrator may, after an Option is granted, extend the
exercise period that an Option is exercisable following a Participants termination of Continuous Service (recognizing in some such circumstances the Options would cease to be Incentive Stock Options); provided, however, in no event may any
such extension extend beyond the stated expiration date of the Option.
5.6
No Re-Pricing Without Shareholder Approval
.
Except as provided in Section 4.3, in no event may the Administrator directly or indirectly reduce the exercise price of an Option after it has been granted without the approval of a majority of the shareholders eligible to vote.
5.7
Exercise and Payment
. Options shall be exercised by the Participants delivery of a written notice of exercise to the Secretary of the
Company (or its designee), setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares and payment of any additional amount that the Administrator specifies is necessary for the
Company to pay any required withholding taxes in accordance with Section 11.
5.7.1
Form of Consideration
. Upon
the exercise of any Option, the Exercise Price shall be payable to the Company in full in cash or its equivalent. The Administrator, in its discretion, also may permit the exercise of Options and same-day sale of related Shares, or exercise by
tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total Exercise Price, or by any other means which the Administrator, in its discretion, determines to provide legal consideration for the
Shares, and to be consistent with the purposes of the Plan. The Administrator, in its discretion, may also permit a net issuance of any Option, where the term net issuance means the issuance of a number of Shares (rounded
down to the
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nearest whole number of Shares) that is equivalent in value to the difference between the fair market value of the underlying stock on the exercise date, less the exercise price and minimum tax
withholding. Such discretion may be exercised by the Administrator either in the Award Agreement or at any other time.
5.7.2
Delivery of Shares
. As soon as practicable after receipt of a written notification of exercise and full payment for the Shares purchased and taxes required to be withheld, the Company shall deliver to the Participant (or the
Participants designated broker), Share certificates (which may be in book entry form) representing such Shares.
SECTION
6
STOCK APPRECIATION RIGHTS
6.1
Grant of SARs
. Subject to the terms of the Plan, a SAR may be granted to Employees, Consultants and Nonemployee Directors at any time and from time to time as shall be determined by the
Administrator.
6.1.1
Number of Shares
. The Administrator shall have complete discretion to determine the number of
SARs granted to any Participant.
6.1.2
Exercise Price and Other Terms
. The Administrator, subject to the provisions of
the Plan, shall have discretion to determine the terms and conditions of SARs granted under the Plan, including whether upon exercise the SARs will be settled in Shares or cash, which must be determined at the time of grant and set forth in the
Award Agreement. However, the Exercise Price of a SAR shall be not less than one hundred percent (100%) of the Fair Market Value of a Share on the Grant Date.
6.2
Exercise of SARs
. SARs granted under the Plan shall be exercisable at such times and be subject to such restrictions as set forth in the Award Agreement and conditions as the Administrator
shall determine in its discretion.
6.3
SAR Agreement
. Each SAR grant shall be evidenced by an Award Agreement that shall specify the
Exercise Price, the term of the SAR, the conditions of exercise and such other terms and conditions as the Administrator shall determine.
6.4
Expiration of SARs
. A SAR granted under the Plan shall expire upon the date determined by the Administrator in its discretion as set forth in the Award Agreement, or otherwise pursuant to the provisions relating to the expiration of Options
as set forth in Section 5.5.
6.5
No Re-Pricing Without Shareholder Approval
. Except as provided in Section 4.3,
in no event may the Administrator directly or indirectly reduce the exercise price of a SAR after it has been granted without the approval of a majority of the shareholders eligible to vote.
6.6
Payment of SAR Amount
. Upon exercise of a SAR, a Participant shall be entitled to receive (whichever is specified in the Award Agreement) from the Company either (a) a cash payment in an
amount equal to (x) the difference between the Fair Market Value of a Share on the date of exercise and the SAR Exercise Price, multiplied by (y) the number of Shares with respect to which the SAR is exercised, or (b) a number of
Shares by dividing such cash amount by the Fair Market Value of a Share on the exercise date. If the Administrator designates in the Award Agreement that the SAR will be settled in cash, upon Participants exercise of the SAR the Company shall
make a cash payment to Participant as soon as reasonably practicable.
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SECTION 7
STOCK AWARDS
7.1
Grant of Stock Awards
. Subject to the terms and provisions of the Plan,
the Administrator, at any time and from time to time, may grant Stock Awards to Employees, Nonemployee Directors and Consultants in such amounts as the Administrator, in its discretion, shall determine. The Administrator shall determine the number
of Shares to be granted to each Participant and the purchase price (if any) to be paid by the Participant for such Shares.
7.2
Stock
Agreement
. Each Stock Award shall be evidenced by an Award Agreement that shall specify the terms of the grant, including the Period of Restriction that applies to such grant (if any), the conditions that must be satisfied for the Period of
Restriction to lapse, and such other terms and conditions as the Administrator, in its discretion, shall determine. Unless the Administrator determines otherwise, Shares granted pursuant to Stock Awards shall be held by the Company as escrow agent
until the Period of Restriction has lapsed.
7.3
Transferability
. Shares granted pursuant to a Stock Award may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated until expiration of the applicable Period of Restriction (if any).
7.4
Restrictions
. In its sole and absolute discretion, the Administrator may set restrictions based on a Participants Continuous Status as Employee, Nonemployee Director or Consultant or the achievement of specific Performance Goals
(Company-wide, business unit, or individual), or any other basis determined by the Administrator in its discretion.
7.5
Legend on
Certificates
. The Administrator, in its discretion, may place a legend or legends on the Share certificates to give appropriate notice of such restrictions in the case the Shares are not held by the Company in escrow.
7.6
Release of Shares
. Shares granted pursuant to Stock Awards shall be released from escrow as soon as practicable after expiration of the Period
of Restriction. At such time, the Participant shall be entitled to have any legend or legends under Section 7.5 removed from his or her Share certificate, and the Shares shall be freely transferable by the Participant, subject to Applicable
Law.
7.7
Voting Rights
. During any Period of Restriction, Participants holding Shares granted pursuant this Section 7 may
exercise full voting rights with respect to those Shares, unless otherwise provided in the Award Agreement.
7.8
Dividends and Other
Distributions
. During any Period of Restriction, Participants holding Shares granted pursuant to this Section 7 shall be entitled to receive all dividends and other distributions paid with respect to such Shares unless otherwise provided in
the Award Agreement. If any such dividends or distributions are paid in Shares, the Shares shall be subject to the same restrictions on transferability and forfeitability as the Shares with respect to which they were paid.
7.9
Return of Stock to Company
. On the date that any forfeiture event set forth in the Award Agreement occurs, the Stock for which restrictions
have not lapsed shall revert to the Company and again shall become available for grant under the Plan.
SECTION 8
RESTRICTED STOCK UNITS
8.1
Grant of Restricted Stock Units
. Subject to the terms and conditions of the Plan, Restricted Stock Units may be granted to Employees, Consultants and Nonemployee Directors at any time and from time to time, as shall be determined by the
Administrator in its discretion.
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8.1.1
Number of Units
. The Administrator will have complete discretion in determining
the number of Restricted Stock Units granted to any Participant, subject to the limitations in Sections 4.1.
8.1.2
Value
of Restricted Stock Units
. Each Performance Unit shall have a value equal to the Fair Market Value of one Share.
8.2
Performance Goals
and Other Terms
. The Administrator will set Performance Goals or other vesting provisions, including, without limitation, time-based vesting provisions, in its discretion which, depending on the extent to which they are met, will determine the
number Restricted Stock Units that are converted into Shares or into the equivalent value of cash that shall be paid to Participants. The time period during which the Performance Goals or other vesting provisions must be met will be called the
Performance Period. Each Award of Restricted Stock Units will be evidenced by an Award Agreement that will specify the Performance Period, and such other terms and conditions as the Administrator, in its discretion, will determine. The
Administrator may set Performance Goals based upon the achievement of Company-wide or Individual Objectives or any other basis determined by the Administrator in its discretion.
8.3
Earning of Restricted Stock Units
. After the applicable Performance Period has ended, the holder of Restricted Stock Units will be entitled to receive a payment based on the number of
Restricted Stock Units earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding Performance Goals or other vesting provisions have been achieved.
8.4
Form and Timing of Payment of Restricted Stock Units
. Each Award Agreement of Restricted Stock Units shall specify the form of payment, which
may be in the form of Shares or in cash. Payment with respect to earned Restricted Stock Units shall be made as soon as reasonably practical (an in no event more than two and one-half months) after the expiration of the Performance Period.
8.5
Cancellation of Restricted Stock Units
. On the date that any forfeiture event set forth in the Award Agreement occurs, all
unearned or unvested Restricted Stock Units will revert to the Company, and again will be available for grant under the Plan.
SECTION 9
MISCELLANEOUS
9.1
Change In
Control
. Unless otherwise provided in the Award Agreement, in the event of a Change in Control, unless an Award is assumed or substituted by the successor corporation, then (i) such Awards shall become fully exercisable during the ten
(10) day period immediately prior to the Change in Control, whether or not otherwise then exercisable and (ii) all restrictions and conditions on any Award then outstanding shall lapse as of the date of the Change in Control. Unless an
Award is assumed or substituted by the successor corporation, such Award shall terminate and shall no longer be exercisable immediately upon the Change in Control. In any case, in the event of a Change of Control each Participant shall be provided
written notification of whether Awards granted under the Plan will be assumed, substituted or shall become fully exercisable and/or no longer subject to any restrictions or conditions no less than ten (10) days prior to the Change in Control date.
9.2
Dissolution or Liquidation
. In the event of the proposed dissolution or liquidation of the Company, the Administrator shall notify
each Participant as soon as practicable prior to the effective date of such proposed transaction. Notwithstanding anything to the contrary contained in this Plan or in any Award Agreement, the Participant shall have the right to exercise his or her
Award for a period of not less than ten (10) days immediately prior to such dissolution or transaction as to all of the Shares covered thereby, including Shares as to which the Award would not otherwise be exercisable.
9.3
No Effect on Employment or Service
. Nothing in the Plan shall interfere with or limit in any way the right of the Company or an Affiliate to
terminate any Participants employment or service at any time, with or without
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cause. Unless otherwise provided by written contract, employment or service with the Company or any of its Affiliates is on an at-will basis only. Additionally, the Plan shall not confer upon any
Director any right with respect to continuation of service as a Director or nomination to serve as a Director, nor shall it interfere in any way with any rights which such Director or the Company may have to terminate his or her directorship at any
time.
9.4
Participation
. No Employee, Consultant or Nonemployee Director shall have the right to be selected to receive an Award under
this Plan, or, having been so selected, to be selected to receive a future Award.
9.5
Limitations on Awards
. No Participant shall be
granted an Award or Awards in any Fiscal Year in which the combined number of Shares underlying such Award(s) exceeds three hundred thousand (300,000) Shares; provided, however, that such limitation shall be adjusted proportionately in
connection with any change in the Companys capitalization as described in Section 4.3.
9.6
Successors
. All obligations of
the Company under the Plan, with respect to Awards granted hereunder, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or, otherwise, sale
or disposition of all or substantially all of the business or assets of the Company.
9.7
Beneficiary Designations
. If permitted by the
Administrator, a Participant under the Plan may name a beneficiary or beneficiaries to whom any vested but unpaid Award shall be paid in the event of the Participants death. Each such designation shall revoke all prior designations by the
Participant and shall be effective only if given in a form and manner acceptable to the Administrator. In the absence of any such designation, any vested benefits remaining unpaid at the Participants death shall be paid to the
Participants estate and, subject to the terms of the Plan and of the applicable Award Agreement, any unexercised vested Award may be exercised by the administrator or executor of the Participants estate.
9.8
Limited Transferability of Awards
. No Award granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution. All rights with respect to an Award granted to a Participant shall be available during his or her lifetime only to the Participant. Notwithstanding the foregoing, the
Participant may, in a manner specified by the Administrator, (a) transfer a Nonqualified Stock Option to a Participants spouse, former spouse or dependent pursuant to a court-approved domestic relations order which relates to the
provision of child support, alimony payments or marital property rights and (b) transfer a Nonqualified Stock Option or Stock Awards by bona fide gift and not for any consideration to (i) a member or members of the Participants
immediate family, (ii) a trust established for the exclusive benefit of the Participant and/or member(s) of the Participants immediate family, (iii) a partnership, limited liability company of other entity whose only partners or
members are the Participant and/or member(s) of the Participants immediate family or (iv) a foundation in which the Participant an/or member(s) of the Participants immediate family control the management of the foundations
assets.
9.9
Restrictions on Share Transferability
. The Administrator may impose such restrictions on any Shares acquired pursuant to
the exercise of an Award as it may deem advisable, including, but not limited to, restrictions related to applicable federal securities laws, the requirements of any national securities exchange or system upon which Shares are then listed or traded
or any blue sky or state securities laws.
9.10
Transfers Upon a Change in Control
. In the sole and absolute discretion of the
Administrator, an Award Agreement may provide that in the event of certain Change in Control events, which may include any or all of the Change in Control events described in Section 2.8, Shares obtained pursuant to this Plan shall be subject
to certain rights and obligations, which include but are not limited to the following: (i) the obligation to vote all such Shares in favor of such Change in Control transaction, whether by vote at a meeting of the Companys shareholders or
by written consent of such shareholders; (ii) the obligation to sell or exchange all such Shares and all rights to acquire Shares, under this Plan pursuant to the terms and conditions of such Change in Control
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transaction; (iii) the right to transfer less than all but not all of such Shares pursuant to the terms and conditions of such Change in Control transaction, and (iv) the obligation to
execute all documents and take any other action reasonably requested by the Company to facilitate the consummation of such Change in Control transaction.
9.11
Performance-Based Awards
. Each agreement for the grant of Restricted Stock Units or other performance-based awards shall specify the number of Shares or Units underlying the Award, the
Performance Period and the Performance Goals (each as defined below), and each agreement for the grant of any other award that the Administrator determines to make subject to a Performance Goal similarly shall specify the applicable number of shares
of Common Stock, the period for measuring performance and the Performance Goal. As used herein, Performance Goals means performance goals specified in the agreement for a Performance Unit Award, or for any other Award which the
Administrator determines to make subject to Performance Goals, upon which the vesting or settlement of such award is conditioned and Performance Period means the period of time specified in an agreement over which Restricted Stock Units,
or another Award which the Administrator determines to make subject to a Performance Goal, are to be earned. Each agreement for a performance-based Award shall specify in respect of a Performance Goal the minimum level of performance below which no
payment will be made, shall describe the method of determining the amount of any payment to be made if performance is at or above the minimum acceptable level, but falls short of full achievement of the Performance Goal, and shall specify the
maximum percentage payout under the agreement.
9.11.1
Performance Goals for Covered Employees
. The Performance Goals
for Restricted Stock Units and any other performance-based award granted to a Covered Employee, if deemed appropriate by the Administrator, shall be objective and shall otherwise meet the requirements of Section 162(m)(4)(C) of the Code, and
shall be based upon one or more of the following performance-based business criteria, either on a business unit or Company-specific basis or in comparison with peer group performance: revenue, operating income, operating cash flows, return on net
assets, return on assets, return on equity, return on capital, asset turnover, total stockholder return, net income, pre-tax income, gross margin, profit margin, net income margin, cash flow, book value, earnings per share, earnings growth, EBIT,
EBITDA. Achievement of any such Performance Goal shall be measured over a period of years not to exceed ten (10) as specified by the Administrator in the agreement for the performance-based Award. No business criterion other than those named
above in this Section 9.11.1 may be used in establishing the Performance Goal for an award to a Covered Employee under this Section 9.11. For each such award relating to a Covered Employee, the Administrator shall establish the targeted
level or levels of performance for each such business criterion. The Administrator may, in its discretion, reduce the amount of a payout otherwise to be made in connection with an award under this Section 9.11, but may not exercise discretion
to increase such amount, and the Administrator may consider other performance criteria in exercising such discretion. All determinations by the Administrator as to the achievement of Performance Goals under this Section 9.11 shall be made in
writing. The Administrator may not delegate any responsibility under this Section 9.11. As used herein, Covered Employee shall mean, with respect to any grant of an award, an executive of the Company or any Subsidiary who is a
member of the executive compensation group under the Companys compensation practices (not necessarily an executive officer) whom the Administrator deems may be or become a covered employee as defined in Section 162(m)(3) of the Code for
any year that such award may result in remuneration over $1 million which would not be deductible under Section 162(m) of the Code but for the provisions of the Program and any other qualified performance-based compensation plan (as
defined under Section 162(m) of the Code) of the Company; provided, however, that the Administrator may determine that a Plan Participant has ceased to be a Covered Employee prior to the settlement of any award.
9.11.2
Mandatory Deferral of Income
. The Administrator, in its sole discretion, may require that one or more award agreements
contain provisions which provide that, in the event Section 162(m) of the Code, or any successor provision relating to excessive employee remuneration, would operate to disallow a deduction by the Company with respect to all or part of any
award under the Program, a Plan Participants receipt of the benefit relating to such award that would not be deductible by the Company shall be deferred until the next succeeding year or years in which the Plan Participants remuneration
does not exceed the limit set forth in such provisions of the Code; provided, however, that such deferral does not violate Code Section 409A.
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SECTION 10
AMENDMENT, SUSPENSION, AND TERMINATION
10.1
Amendment, Suspension, or Termination
. Except
as provided in Section 10.2, the Board, in its sole discretion, may amend, suspend or terminate the Plan, or any part thereof, at any time and for any reason. The amendment, suspension or termination of the Plan shall not, without the consent
of the Participant, alter or impair any rights or obligations under any Award theretofore granted to such Participant. No Award may be granted during any period of suspension or after termination of the Plan.
10.2
No Amendment without Shareholder Approval
. The Company shall obtain shareholder approval of any material Plan amendment (including but not
limited to any provision to reduce the exercise or purchase price of any outstanding Options or other Awards after the Grant Date (other than for adjustments made pursuant Section 4.3), or to cancel and re-grant Options or other rights at a
lower exercise price), to the extent required to comply with the rules of the NASDAQ, the Exchange Act, Section 422 of the Code, or other Applicable Law.
10.3
Plan Effective Date and Duration of Awards
. The Plan shall be effective as of the Plan Adoption Date (subject to the shareholders of the Company approving the Plan by the required vote),
subject to Sections 10.1 and 10.2 (regarding the Boards right to amend or terminate the Plan), and shall remain in effect thereafter. If the shareholders of the Company do not approve the Plan by the required vote within twelve months of the
Plan Adoption Date, all Awards granted under this Plan, and this Plan in its entirety, shall immediately terminate. However, without further shareholder approval, no Award may be granted under the Plan more than ten (10) years after the Plan
Adoption Date.
SECTION 11
TAX WITHHOLDING
11.1
Withholding Requirements
. Prior to the delivery of any Shares or
cash pursuant to an Award (or exercise thereof) or the release of Shares from escrow arrangements or removal of legends, the Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an
amount sufficient to satisfy federal, state, and local taxes (including the Participants FICA obligation) required to be withheld with respect to such Award (or exercise thereof).
11.2
Withholding Arrangements
. The Administrator, in its discretion and pursuant to such procedures as it may specify from time to time, may permit a Participant to satisfy such tax withholding
obligation, in whole or in part by (a) electing to have the Company withhold otherwise deliverable Shares or (b) delivering to the Company already-owned Shares having a Fair Market Value equal to the minimum amount required to be withheld.
The amount of the withholding requirement shall be deemed to include any amount which the Administrator agrees may be withheld at the time the election is made; provided, however, in the case Shares are withheld by the Company to satisfy the tax
withholding that would otherwise by issued to the Participant, the amount of such tax withholding shall be determined by applying the statutory minimum federal, state or local income tax rates applicable to the Participant with respect to the Award
on the date that the amount of tax to be withheld is to be determined. The Fair Market Value of the Shares to be withheld or delivered shall be determined as of the date taxes are required to be withheld.
SECTION 12
LEGAL
CONSTRUCTION
12.1
Liability of Company
. The inability of the Company to obtain authority from any regulatory body having jurisdiction,
which authority is deemed by the Companys counsel to be necessary to the lawful grant or any Award or the issuance and sale of any Shares hereunder, shall relieve the Company, its officers, Directors and Employees of any liability in respect
of the failure to grant such Award or to issue or sell such Shares as to which such requisite authority shall not have been obtained.
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12.2
Grants Exceeding Allotted Shares
. If the Shares covered by an Award exceed, as of the date of
grant, the number of Shares, which may be issued under the Plan without additional shareholder approval, such Award shall be void with respect to such excess Shares, unless shareholder approval of an amendment sufficiently increasing the number of
Shares subject to the Plan is timely obtained.
12.3
Gender and Number
. Except where otherwise indicated by the context, any masculine
term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural.
12.4
Severability
. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the
illegal or invalid provision had not been included.
12.5
Requirements of Law
. The granting of Awards and the issuance of Shares under
the Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.
12.6
Governing Law
. The Plan and all Award Agreements shall be construed in accordance with and governed by the laws of the State of California.
12.7
Captions
. Captions are provided herein for convenience only, and shall not serve as a basis for interpretation or construction of the Plan.
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Exhibit B
SUPERCONDUCTOR TECHNOLOGIES INC.
2013 EQUITY INCENTIVE PLAN
NOTICE OF GRANT
AND
RESTRICTED STOCK AGREEMENT
You have been granted the number of shares of Restricted Common Stock of Superconductor Technologies Inc. (the
Company
), as set forth below (
Common Shares
), subject
to the terms and conditions of the Superconductor Technologies Inc. 2013 Equity Incentive Plan (
Plan
), and this Notice of Grant and Restricted Stock Agreement including the attachments hereto (collectively,
Notice and
Agreement
). Unless otherwise defined in the Notice and Agreement, terms with initial capital letters shall have the meanings set forth in the Plan.
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Participant:
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Home Address:
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Soc. Sec. No:
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Number of shares of
Restricted Common Stock Granted:
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Grant Date:
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Period of Restriction and
Release of Common Shares from
Companys Return
Right (see Sections 2 and 3
of attached Agreement)
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[Insert vesting schedule]
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By signing below, you accept this grant of Common Shares and you hereby represent that you:
(i) agree to the terms and conditions of this Notice and Agreement and the Plan; (ii) have reviewed the Plan and the Notice and Agreement in their entirety, and have had an opportunity to obtain the advice of legal counsel and/or your tax
advisor with respect thereto; (iii) fully understand and accept all provisions hereof; (iv) agree to accept as binding, conclusive, and final all of the Administrators decisions regarding, and all interpretations of, the Plan and the
Notice and Agreement; and (v) agree to notify the Company upon any change in your home address indicated above.
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AGREED AND ACCEPTED:
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Signature:
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Print Name:
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B-1
SUPERCONDUCTOR TECHNOLOGIES INC.
2013 EQUITY INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
1.
Grant of Restricted Stock
.
The Company has granted to you the number of shares of Restricted Common Stock specified in the Notice of Grant on the preceding page (
Notice of Grant
), subject to the following terms and conditions. In consideration of such
grant, you agree to be bound by the terms and conditions hereof, and by the terms and conditions of the Plan.
2.
Period of
Restriction
. During the Period of Restriction specified in the Notice of Grant, the Common Shares shall remain subject to the Companys Return Right (defined in Section 3). The Period of Restriction shall expire and the Companys
Return Right shall lapse as to the Common Shares granted in the amount(s) and on the date(s) specified in the Notice of Grant (each, a
Release Date
); provided, however, that no Common Shares shall be released on any Release Date
if the Participant has ceased Continuous Status as an Employee, Consultant or Director on or prior to such date. Any and all Common Shares subject to the Companys Return Right at any time shall be defined in this Notice and Agreement as
Unreleased Common Shares
.
3.
Return of Restricted Stock to Company
. If Participant ceases
Continuous Status as an Employee, Consultant or Director for any reason (a
Return Event
), the Company shall become the legal and beneficial owner of the Unreleased Common Shares and all rights and interests therein or relating
thereto, and the Company shall have the right to retain and transfer such Unreleased Common Shares to its own name. The Participant shall continue to own any Common Shares subject to the terms of the Plan and this Notice and Agreement with respect
to which the Participant has Continuous Status as an Employee, Consultant or Director through the Release Date(s) specified in the Notice of Grant for such Common Shares.
4.
Restriction on Transfer
. Except for the transfer of the Common Shares to the Company or its assignees contemplated by this Notice and Agreement, none of the Common Shares or any beneficial
interest therein shall be transferred, encumbered or otherwise disposed of in any way until the Release Date for such Common Shares set forth in this Notice and Agreement. In addition, as a condition to any transfer of the Common Shares after such
Release Date, the Company may, in its discretion, require: (i) that the Common Shares shall have been duly listed upon any national securities exchange or automated quotation system on which the Companys Common Stock may then be listed or
quoted; (ii) that either (a) a registration statement under the Securities Act of 1933, as amended (
Securities Act
) with respect to the Common Shares shall be effective, or (b) in the opinion of counsel for the
Company, the proposed purchase shall be exempt from registration under the Securities Act and the Participant shall have entered into agreements with the Company as reasonably required; and (iii) fulfillment of any other requirements deemed
necessary by counsel for the Company to comply with Applicable Law.
5.
Retention of Common Shares
. To ensure the
availability for delivery of the Participants Unreleased Common Shares upon their return to the Company pursuant to this Notice and Agreement, the Company shall retain possession of the share certificates representing the Unreleased Common
Shares, together with a stock assignment duly endorsed in blank, attached hereto as
Exhibit A*.
The Company shall hold the Unreleased Common Shares and related stock assignment until the Release Date for such Common Shares. In addition, the
Company may require the spouse of Participant, if any, to execute and deliver to the Company the Consent of Spouse in the form attached hereto as
Exhibit B
*. When a Return Event or Release Date occurs, the Company shall promptly deliver the
certificate for the applicable Common Shares to the Company or to the Participant, as the case may be.
6.
Stockholder
Rights
. Subject to the terms hereof, the Participant shall have all the rights of a stockholder with respect to the Common Shares while they are retained by the Company pursuant to Section 5, including without limitation, the right to vote
the Common Shares and to receive any cash dividends declared thereon. If, from time to time prior to the Release Date, there is (i) any stock dividend, stock split or other change in the
B-2
Common Shares, or (ii) any merger or sale of all or substantially all of the assets or other acquisition of the Company, any and all new, substituted or additional securities to which the
Participant shall be entitled by reason of the Participants ownership of the Common Shares shall be immediately subject to the terms of this Notice and Agreement and included thereafter as Common Shares for purposes of this Notice
and Agreement.
7.
Legends
. The share certificate evidencing the Common Shares, if any, issued hereunder shall be
endorsed with the following legend (in addition to any legend required under applicable state securities laws):
THE COMMON
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER AND OBLIGATIONS TO RETURN TO THE COMPANY, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE HOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE
COMPANY.
8.
U.S. Tax Consequences
. The Participant has reviewed with the Participants own tax advisors the
federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Notice and Agreement. The Participant is relying solely on such advisors and not on any statements or representations of the Company or
any of its employees or agents. The Participant understands that the Participant (and not the Company) shall be responsible for the Participants own tax liability that may arise as a result of the transactions contemplated by this Notice and
Agreement. The Participant understands that for U.S. taxpayers, Section 83 of the Internal Revenue Code of 1986, as amended (the
Code
), taxes as ordinary income the difference between the purchase price for the Common Shares,
if any, and the fair market value of the Common Shares as of the date any restrictions on the Common Shares lapse. In this context, restriction includes the right of the Company to the return of the Common Shares upon a Return Event. The
Participant understands that if he/she is a U.S. taxpayer, the Participant may elect to be taxed at the time the Common Shares are awarded as Restricted Stock rather than when and as the Return Right expires by filing an election under
Section 83(b) of the Code with the IRS within 30 days from the date of acquisition. The form for making this election is attached as
Exhibit C
* hereto.
THE PARTICIPANT ACKNOWLEDGES THAT IT IS THE PARTICIPANTS SOLE RESPONSIBILITY AND NOT THE COMPANYS TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), IF APPLICABLE, EVEN IF THE PARTICIPANT
REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PARTICIPANTS BEHALF.
9.
General.
(a) This Notice and Agreement shall be governed by and construed under the laws of the State of California. The Notice and
Agreement and the Plan, which is incorporated herein by reference, represents the entire agreement between the parties with respect to the shares of Restricted Common Stock granted to the Participant. In the event of a conflict between the terms and
conditions of the Plan and the terms and conditions of this Notice and Agreement, the terms and conditions of the Plan shall prevail.
(b) Any notice, demand or request required or permitted to be delivered by either the Company or the Participant pursuant to the terms of this Notice and Agreement shall be in writing and shall be deemed
given when delivered personally, deposited with a reputable courier service, or deposited in the U.S. Mail, First Class with postage prepaid, and addressed to the parties at the addresses set forth in the Notice of Grant, or such other address as a
party may request by notifying the other in writing.
(c) The rights of the Company under this Notice and Agreement and the
Plan shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by the Companys successors and assigns. The rights and obligations of the
Participant under this Notice and Agreement may only be assigned with the prior written consent of the Company.
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(d) The Participant agrees upon request to execute any further documents or instruments
necessary or desirable to carry out the purposes or intent of this Notice and Agreement.
(e) PARTICIPANT ACKNOWLEDGES AND
AGREES THAT THE RELEASE OF COMMON SHARES PURSUANT TO THIS AGREEMENT SHALL BE EARNED ONLY BY CONTINUING SERVICE AS AN EMPLOYEE, CONSULTANT OR DIRECTOR, AND NOT THROUGH THE ACT OF BEING HIRED, APPOINTED OR OBTAINING COMMON SHARES HEREUNDER.
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* Omitted
B-4
Exhibit C
SUPERCONDUCTOR TECHNOLOGIES INC.
2013 EQUITY INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
This Restricted Stock Unit Agreement (
Agreement
) is dated as of
, 20
(the
Grant Date
), between Superconductor Technologies Inc., a California corporation (the
Company
) and
(
Participant
).
WITNESSETH:
WHEREAS, the Company has awarded Participant a right to
receive shares of the Companys common stock (
Common Stock
), subject to the requirements set forth in this Agreement pursuant to the terms and conditions of the Superconductor Technologies Inc. 2013 Equity Incentive Plan (the
Plan
).
NOW, THEREFORE, in consideration of the promises and as an inducement and incentive to Participant
to perform his or her duties and fulfill his or her responsibilities on behalf of the Company and its Subsidiaries at the highest level of dedication and competence, and other good and valuable consideration, receipt of which is hereby acknowledged,
the Company hereby awards to Participant a right to receive
shares of Common Stock (the
RSUs
), pursuant to the terms and
subject to the conditions and restrictions set forth in this Agreement and the Plan, and in connection with such award, the Company and Participant hereby agree as follows:
AGREEMENT:
1.
Vesting Requirements
.
The RSUs shall become
vested in accordance with the vesting requirements set forth Exhibit A (the
Vesting Requirements
). Immediately upon vesting, the commensurate number of RSUs shall be converted to Common Stock on a one-unit for one-share basis and
such Common Stock shall be delivered to Participant as soon as reasonably practicable, subject to the applicable tax withholding.
2.
Termination of Employment
. If Participant ceases to be employed by the Company and/or a Subsidiary prior to completion of the Vesting Requirements, Participant agrees that the RSUs awarded will
be immediately and unconditionally forfeited without any action required by Participant or the Company, to the extent that the Vesting Requirements have not been met as of such cessation of employment.
3.
No Ownership Rights Prior to Issuance of Common Stock
. Participant shall not have any rights as a stockholder of the Company
with respect to the shares of Common Stock underlying the RSUs, including but not limited to the right to vote or receive dividends with respect to such shares of Common Stock, until and after the shares of Common Stock have been actually issued to
Participant and transferred on the books and records of the Company.
4.
Withholding Taxes
. Upon vesting pursuant to
the Vesting Requirements, Participant shall be entitled to receive the shares of Common Stock, less an amount of shares of Common Stock with a Fair Market Value on the date of vesting equal to the minimum required withholding obligation taking into
account all applicable federal, state, and local taxes, and Participant shall be entitled to receive the net number of shares of Common Stock after withholding of shares for taxes. Notwithstanding the foregoing, prior to the delivery of any shares
of Common Stock, Participant may make adequate arrangements with the Company to pay the applicable withholding taxes with cash or other payroll withholding.
5.
Delivery of Shares of Common Stock
. As soon as reasonably practicable following the date of vesting pursuant to the Vesting Requirements, the Company shall cause to be delivered to Participant a
stock certificate representing the number of shares of Common Stock (net of tax withholding as provided in Section 4) deliverable to Participant in accordance with the provisions of this Agreement.
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6.
Nontransferability
. Prior to their conversion into Common Stock, the RSUs may not
be sold, transferred, pledged, assigned, encumbered or otherwise alienated or hypothecated otherwise than by will or by the laws of descent and distribution, prior to such time as the shares of Common Stock have actually been issued and delivered to
Participant.
7.
Acknowledgements
. Participant acknowledges receipt of and understands and agrees to the terms of the
RSUs and the Plan. In addition to the above terms, Participant understands and agrees to the following:
(a) Participant
hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all of the terms and provisions thereof, including the terms and provisions adopted after the date of this Agreement but prior to the completion of the Vesting Requirements.
If and to the extent that any provision contained in this Agreement is inconsistent with the Plan, the Plan shall govern.
(b)
Participant acknowledges that as of the date of this Agreement, the Agreement and the Plan set forth the entire understanding between Participant and the Company regarding the acquisition of shares of Common Stock underlying the RSUs in the Company
and supersedes all prior oral and written agreements pertaining to the RSUs.
(c) Participant understands that the Company has
reserved the right to amend or terminate the Plan at any time, and that the award of RSUs under the Plan at one time does not in any way obligate the Company or its Subsidiaries to grant additional RSUs in any future year or in any given amount.
Participant acknowledges and understands that the RSUs are awarded in connection with Participants status as an employee of his or her employer and, if Participants employer is not the Company, can in no event be interpreted or
understood to mean that the Company is Participants employer or that there is an employment relationship between Participant and the Company. Participant further acknowledges and understands that Participants participation in the Plan is
voluntary and that the RSUs and any future RSUs under the Plan are wholly discretionary in nature, the value of which do not form part of any normal or expected compensation for any purposes, including, but not limited to, calculating any
termination, severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, other than to the extent required by local law.
(d) Participant acknowledges and understands that the future value of the shares of Common Stock acquired by Participant under the Plan
is unknown and cannot be predicted with certainty and that no claim or entitlement to compensation or damages arises from the forfeiture of the RSUs or termination of the Plan or the diminution in value of any shares of Common Stock acquired under
the Plan and Participant irrevocably releases the Company and its Subsidiaries from any such claim that may arise.
8.
No
Right to Continued Employment
. Neither the RSUs nor any terms contained in this Agreement shall confer upon Participant any expressed or implied right to be retained in the service of Company or any Subsidiary for any period at all, nor restrict
in any way the right of Company or any such Subsidiary, which right is hereby expressly reserved, to terminate his or her employment at any time with or without cause. Participant acknowledges and agrees that any right to receive delivery of shares
of Common Stock is earned only by continuing as an employee of Company or a Subsidiary at the will of Company or such Subsidiary, or satisfaction of any other applicable terms and conditions contained in this Agreement and the Plan, and not through
the act of being hired, being granted the RSUs or acquiring shares of Common Stock hereunder.
9.
Compliance with Laws and
Regulations
. The award of the RSUs to Participant and the obligation of the Company to deliver shares of Common Stock hereunder shall be subject to (a) all applicable federal, state, and local and laws, rules and regulations, and
(b) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Company shall, in its sole discretion, determine to be necessary or applicable. Moreover, shares of Common
Stock shall not be delivered hereunder if such delivery would be contrary to applicable law or the rules of any stock exchange.
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10.
Definitions
. All capitalized terms that are used in this Agreement that are not
defined herein have the meanings defined in the Plan. In the event of a conflict between the terms of the Plan and the terms of this Agreement, the terms of the Plan shall prevail.
11.
Notices
. Any notice or other communication required or permitted hereunder shall, if to the Company, be in accordance with the
Plan, and, if to Participant, be in writing and delivered in person or by registered or certified mail or overnight courier, postage prepaid, addressed to Participant at his or her last known address as set forth in the Companys records.
12.
Severability
. If any of the provisions of this Agreement should be deemed unenforceable, the remaining provisions
shall remain in full force and effect.
13.
Governing Law
. This Agreement shall be governed by and construed in
accordance with the laws of the State of California, and any dispute arising out of or in connection with the same shall be submitted to binding arbitration in Los Angeles, California before a single arbitrator in accordance with the rules of
arbitration of the American Arbitration Association.
14.
Transferability of Agreement
. This Agreement may not be
transferred, assigned, pledged or hypothecated by either party hereto, other than by operation of law. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns,
including, in the case of Participant, his or her estate, heirs, executors, legatees, administrators, designated beneficiary and personal representatives.
15.
Counterparts
. This Agreement has been executed in two counterparts, each of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, Superconductor Technologies Inc. has caused this Agreement to be executed and Participant has executed this
Agreement, both as of the day and year first written above.
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Superconductor Technologies Inc.
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By:
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[Insert Title]
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Agreed to this
day of
, 20
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Participant
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Exhibit D
SUPERCONDUCTOR TECHNOLOGIES INC.
2013 EQUITY INCENTIVE PLAN
NOTICE OF GRANT AND STOCK OPTION AGREEMENT
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Name:
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Option No:
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Address:
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Plan Name:
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2013 Equity Incentive Plan
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Effective
, 20
, (
Grant Date
), you have been granted [a/an] [incentive/non-qualified] stock option
(
Option
) to purchase
(
)
shares of Superconductor Technologies Inc. common stock (
Underlying Shares
) at an Exercise Price of $[
] per share pursuant to the Superconductor
Technologies Inc. 2013 Equity Incentive Plan (the
Plan
). Except as otherwise defined herein, terms with initial capital letters shall have the same meanings set forth in the Plan. A copy of the Plan is attached to this Notice and
Agreement. The terms and conditions of the Plan are incorporated herein by this reference. This Option shall become vesting exercisable with respect to the Underlying Shares as follows:
[Insert Vesting Schedule]
By accepting this grant and exercising any portion of the Option, you represent that you: (i) agree to the terms and conditions of this Notice and Agreement and the Plan; (ii) have reviewed the
Plan and the Notice and Agreement in their entirety, and have had an opportunity to obtain the advice of legal counsel and/or your tax advisor with respect thereto; (iii) fully understand and accept all provisions hereof; (iv) agree to
accept as binding, conclusive, and final all of the Administrators decisions regarding, and all interpretations of, the Plan and the Notice and Agreement; and (v) agree to notify the Company upon any change in your home address indicated
above.
Please return a signed copy of this Notice of Grant and Stock Option Agreement to
[
] at Superconductor Technologies Inc.
, and retain a copy for your records.
D-1
Exhibit E
SUPERCONDUCTOR TECHNOLOGIES INC.
2013 EQUITY INCENTIVE PLAN
STOCK APPRECIATION RIGHTS GRANT AGREEMENT
This Stock Appreciation Rights Grant Agreement (
Agreement
) is effective as of the Date of Grant stated
in the accompanying Notice of Stock Appreciation Rights Grant (
Notice
), between Superconductor Technologies Inc., a California corporation (
Company
) and the Grantee stated in the Notice
(
Grantee
), who is an employee of the Company or one of its subsidiaries. The Notice is incorporated herein by this reference and made a part of this Agreement.
1.
Grant of Stock Appreciation Rights
. The Company hereby grants to Grantee stock appreciation rights (
SARs
)
with respect to the number of shares of common stock stated in the Notice (
Shares
). In addition to continuous status as an employee of the Company, this grant may be conditioned on the achievement of performance goals during the
Performance Period as stated in the Notice (
Performance Period
). Except as provided in
Section 8
below, the SARs shall neither vest nor become exercisable unless Grantee is employed by the Company or one of its
subsidiaries continuously from the Date of Grant stated in the Notice (
Date of Grant
) until the Vesting Date(s) stated in the Notice (
Vesting Date
). This grant is subject to the terms and conditions of this
Agreement, the Notice and the applicable terms and conditions of the Superconductor Technologies Inc. 2013 Equity Incentive Plan (
Plan
).
2.
Grant Price
. The Grant Price is stated in the Notice (
Grant Price
) and shall be the fair market value per share of Company common stock on the Date of Grant.
3.
Value of the SARs; Payment in Whole Shares
. Upon exercise of the SARs, for each Share with respect to which a SAR is exercised,
Grantee shall be entitled to receive value equal to the difference between the fair market value of a Share on the date of exercise minus the Grant Price. The Company shall pay the value owing to Grantee upon exercise in whole Shares, rounded down.
No cash will be awarded upon exercise, and no fractional shares will be issued or delivered.
4.
Vesting
. Except as
provided in
Section 8
, the SARs that are available for exercise in accordance with
Section 2
shall vest and become exercisable on the Vesting Date.
5.
Term of SARs
. The SARs shall terminate on the Expiration Date stated in the Notice (
Expiration Date
). Thereafter, the SARs shall not be exercisable.
6.
Method of Exercise
. Grantee may exercise the SARs by written notice to the Company in a form satisfactory to the Company
stating that Grantee has elected to exercise the SARs and stating the number of Shares as to which the SARs are to be exercised. The date of the Companys actual receipt of the notice shall be treated as the date of exercise of the SARs.
7.
Termination of Employment
.
(a)
General Rule
. In consideration of this grant, Grantee agrees that, while the Company or a subsidiary employs Grantee, Grantee shall devote Grantees entire time, energy, and skills to the
service of the Company or a subsidiary and for the promotion of its interests and the achievement of the performance goals. Except as otherwise provided in this Section, if Grantee does not remain continuously in the employ of the Company or a
subsidiary until the Vesting Date (e.g., voluntary or involuntary termination of employment or retirement), this grant shall terminate immediately and become null and void, all rights hereunder shall cease, and Grantee shall not be entitled to
exercise the SARs with respect to any Shares.
(b)
Death or Disability after Performance Period
. In the event of
Grantees termination of employment due to death or disability, as defined in Section 409A(a)(2)(C) of the Code after the Performance Period, if any,
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the SARs shall become immediately vested and exercisable for the number of Shares with respect to which the SARs are exercisable. The SARs shall be exercisable for the lesser of twelve
(12) months from the date of death or disability or until the Expiration Date.
(c)
Termination of Employment after
Vesting for Reasons other than Death or Disability
. If Grantees employment terminates following vesting for any reason other than those described in
Sections 8.b. and 8.c
. above, the SARs that are vested and exercisable as of such
termination date shall continue to be exercisable for three (3) months after such termination. Grantees employment shall not be treated as terminated in the case of a transfer of employment within or between the Company and its
subsidiaries or in the case of sick leave or other approved leave of absences.
8.
Issuance of Shares; Registration;
Withholding Taxes
. As soon as practicable after the exercise date of the SARs, the Company shall cause to be issued and delivered to Grantee, or for Grantees account, a certificate or certificates for the Shares to which Grantee is
entitled. The Company may postpone the issuance or delivery of the Shares until (a) the completion of registration or other qualification of such Shares or transaction under any state or federal law, rule or regulation, or any listing on any
securities exchange, as the Company shall determine to be necessary or desirable; (b) the receipt by the Company of such written representations or other documentation as the Company deems necessary to establish compliance with all applicable
laws, rules, and regulations, including applicable federal and state securities laws and listing requirements, if any; and (c) the payment to the Company, upon its demand, of any amount requested by the Company to satisfy any federal, state, or
other governmental withholding tax requirements related to the exercise of the SARs. The Company shall have the right to withhold with respect to the payment of any Shares any taxes required to be withheld because of such payment, including the
withholding of Shares otherwise payable due to exercise of the SARs. Grantee shall comply with any and all legal requirements relating to Grantees resale or other disposition of any Shares acquired under this Agreement. The certificates
representing the Shares acquired pursuant to the exercise of the SARs may bear such legend as described in
Section 13
below or as the Company otherwise deems appropriate to ensure compliance with applicable law.
9.
Nontransferability of SARs
. The SARs and this Agreement shall not be assignable or transferable by Grantee other than by will
or by the laws of descent and distribution. During Grantees lifetime, the SARs and all rights of Grantee under this Agreement may be exercised only by Grantee (or by Grantees legal guardian or legal representative). If the SAR is
exercised after Grantees death, the Company may require evidence reasonably satisfactory to it of the appointment and qualification of Grantees personal representatives or executors and their authority and of the right of any heir or
distributee to exercise the SARs. Any purported transfer or assignment of the SARs shall be void and of no effect, and shall give the Company the right to terminate the SARs as of the date of such purported transfer or assignment.
Notwithstanding the foregoing, with the consent of the Compensation Committee of the Board of Directors of the Company (
Committee
), Grantee may transfer the SARs to a revocable trust under which Grantee is both the trustee and the
beneficiary.
10.
SARs/Share Adjustments
. The number of SARs/Shares and the Grant Price shall be adjusted
proportionately for any increase or decrease in the number of issued shares of Company common stock by reason of a reorganization, merger, recapitalization, reclassification, stock split, stock dividend, or other like change in the capital structure
of the Company. The adjustment required shall be made by the Committee, whose determination shall be conclusive. In no event shall the adjusted Grant Price be less than the fair market value of the adjusted SARs/Shares on the Date of
Grant.
11.
No Rights as Shareholder
. Grantee shall acquire none of the rights of a shareholder of the Company with
respect to the SARs until a certificate for Shares is issued to Grantee following the exercise of the SARs.
12.
Registration of Shares
. If a registration statement under the Securities Act of 1933 (
Act
) with respect to Shares issuable upon exercise of the SARs is not in effect at the time of exercise, or if a registration statement
with respect to the Shares is in effect but not with respect to Grantees resale thereof and Grantee is an affiliate
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of the Company, then, in either such case, (a) as a condition of the issuance of the Shares, the person exercising such SARs shall give the Company a written statement, satisfactory in form
and substance to the Company, acknowledging that such Shares may be reoffered or resold by Grantee only pursuant to Rule 144 or a separate registration statement under the Act, and (b) the Company may place upon any stock certificate for Shares
the following legend or such other legend as the Company may prescribe to prevent disposition of the Shares in violation of the Act:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE ACT) AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THEM UNDER THE ACT OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS. FURTHERMORE, NO OFFER, SALE, TRANSFER, PLEDGE, OR HYPOTHECATION MAY BE MADE WITHOUT
APPROVAL OF COUNSEL FOR SUPERCONDUCTOR TECHNOLOGIES INC. AFFIXED TO THIS CERTIFICATE. THE STOCK TRANSFER AGENT HAS BEEN ORDERED TO EFFECTUATE TRANSFERS OF THIS CERTIFICATE ONLY IN ACCORDANCE WITH THE ABOVE INSTRUCTIONS.
13.
Grantee Bound by Plan
. Grantee hereby acknowledges receipt of a copy of the Plan and acknowledges that Grantee shall be bound
by its terms, regardless of whether such terms have been set forth in this Agreement. If there is any inconsistency between the terms of the Plan and the terms of this Agreement, Grantee shall be bound by the terms of the Plan.
14.
Employment Rights
. Neither the Plan nor the granting of the SARs shall be a contract of employment with the Company or any of
its subsidiaries. Subject to other applicable agreements with Grantee, the Company or a subsidiary may discharge Grantee from employment at any time.
15.
Amendment
. This Agreement may be amended by the Committee at any time based on its determination that the amendment is necessary or advisable in light of any addition to, or change in, the Code
or regulations issued thereunder, or any federal or state securities law or other law or regulation, or the Plan, or based on any discretionary authority of the Committee under the Plan. However, unless necessary or advisable due to a change in law,
any amendment to this Agreement which has a material adverse effect on the interest of Grantee under this Agreement shall be effective only with the consent of Grantee.
16.
No Advice, Warranties, or Representations
. The Company is not providing Grantee with advice, warranties, or representations regarding any of the legal or tax effects to Grantee with respect to
the SARs. Grantee is encouraged to seek legal and tax advice from Grantees own legal and tax advisors.
17.
Code
Section 409A
. This grant of SARs has been structured to meet the requirements for a stock appreciation right that does not provide for a deferral of compensation as defined in Section 1.409A-1(b) of the Treasury
Regulations.
18.
Miscellaneous
. This Agreement, the Notice and the Plan set forth the final and entire agreement
between the parties with respect to the subject matter hereof, which shall be governed by and construed in accordance with the laws of the State of California applicable to contracts made and to be performed in California. This Agreement shall bind
and benefit Grantee, the heirs, distributees, and personal representative of Grantee, and the Company and its successors and assigns.
BY ACCEPTING THIS AGREEMENT and the SARS granted pursuant to this agreement, GRANTEE AGREES TO ALL THE TERMS AND CONDITIONS DESCRIBED IN THIS agreement, in the notice AND IN THE PLAN.
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