exv10w1



 






Exhibit 10.1




AMENDMENT TO THE

CAPSTONE TURBINE CORPORATION

AMENDED AND RESTATED 2000 EQUITY INCENTIVE PLAN




     THIS AMENDMENT to the Capstone Turbine Corporation Amended and Restated 2000 Equity Incentive
Plan (the “Plan”) is made by Capstone Turbine Corporation (the “Company”) on this ___day of
February, 2005.



RECITALS:




     WHEREAS, the Company established the Plan as an equity incentive plan and, pursuant to
authorization of the Company’s shareholders, completely amended and restated the Plan effective
September 10, 2004; and



     WHEREAS, the Company has undertaken a review of its compensation arrangements and, upon advice
of counsel, desires to conform the terms of the Plan with regard to a change in control of the
Company with the other severance and compensation arrangements maintained by the Company;



     NOW, THEREFORE, pursuant to authorization of the Company’s board of directors, the Plan is
hereby amended as follows effective January 31, 2005:




	1.  	Section 2(a) of the Plan is restated as follows:





          (a) “Acquisition” means, unless specified otherwise in an Agreement,




          (i) the successful acquisition by a person or related group of persons, (other than the
Company or a person that directly or indirectly controls, is controlled by or is under
common control with, the Company) of beneficial ownership (within the meaning of Rule 13d-3
of the Exchange Act) of securities possessing more than 50% of the total combined voting
power of the Company’s outstanding securities pursuant to a transaction or series of related
transactions which the Board does not at any time recommend the Company’s stockholders to
accept or approve;




          (ii) the first date within any period of 12 consecutive months or less on which there
is effected a change in the composition of the Board such that a majority of the Board
ceases, by reason of one or more contested elections for Board membership, to be comprised
of individuals who either (A) have been members of the Company’s Board continuously since
the beginning of such period or (B) have been elected or nominated for election as Board
members during such period by at least a majority of the Board members described in clause
(A) who were still in office at the time such election or nomination was approved by the
Board;




          (iii) a merger or consolidation in which the Company is not the surviving entity,
except for a transaction the principal purpose of which is to change the state in which the
Company is incorporated;



 









 






          (iv) the sale, transfer or other disposition of all or substantially all of the assets
of the Company in complete liquidation or dissolution of the Company;




          (v) any reverse merger in which the Company is the surviving entity but in which
securities possessing more than 50% of the total combined voting power of the Company’s
outstanding securities are transferred to a person or persons different from the persons
holding those securities immediately prior to such merger; or




          (vi) the issuance by the Company to a single person or related group of persons (other
than the Company or a person that directly or indirectly controls, is controlled by or is
under common control with, the Company) of securities possessing more than 50% of the total
combined voting power of the Company’s outstanding securities (determined after such
issuance) in a single transaction or a series of related transactions.




	2.  	Section 2(e) is restated as follows:





     (e) “Cause” means the commission of any act of fraud, embezzlement, theft or
dishonesty by a Holder, any unauthorized use or disclosure by a Holder of confidential information
or trade secrets of the Company (or any parent or subsidiary thereof), or any other intentional
misconduct by a Holder adversely affecting the business or affairs of the Company (or any parent or
subsidiary) in a material manner. The foregoing definition shall not be deemed to be inclusive of
all the acts or omissions which the Company (or any parent or subsidiary) may consider as grounds
for the dismissal or discharge of any Holder.




	3.  	Section 15(e) is restated as follows:





     (e) In the event the Company undergoes an Acquisition and any surviving corporation or entity
or acquiring corporation or entity, or affiliate of such corporation or entity, does assume any
Options, Stock Purchase Rights or Restricted Stock outstanding under the Plan (or substitutes
similar stock awards, including an award to acquire the same consideration paid to the stockholders
in the transaction described in this subsection 15(e), for those outstanding under the Plan), then,
with respect to each stock award held by participants in the Plan then performing services as
Employees or Directors, the vesting of each such stock award (and, if applicable, the time during
which such stock award may be exercised) shall be accelerated and such stock award shall
immediately become fully vested and exercisable, if any of the following events occurs within 12
months after the effective date of the Acquisition:



          (i) the Employee status or Director status, as applicable, of the participant holding such
stock award is terminated by the Company without Cause; or



          (ii) the Employee holding such stock award terminates his or her Employee status following (A)
a change in position with the Company or any reduction in his or her level of responsibility; (B)
any reduction in his or her level of compensation (including base salary, fringe benefits,
participation in any plans and target bonuses under any corporate-performance based bonus or
incentive programs); or (C) a relocation of the place of employment of the Employee by more than 50
miles; provided and only if such change, reduction or relocation is effected without such
individual’s consent.



2









 





     IN WITNESS WHEREOF, the undersigned officer of the Company has executed this First Amendment
to the Plan pursuant to authorization from the Company on the date first written above.



	 	 	 	 	 
	 	 	CAPSTONE TURBINE CORPORATION
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	 
	

	 	Its:	 	 
	

	 	 	 	 







3