exv10w2






Exhibit 10.2




SUPERCONDUCTOR TECHNOLOGIES INC.




AMENDED AND RESTATED 1992 STOCK OPTION PLAN




STOCK OPTION AGREEMENT



Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings
in this Option Agreement.




II. AGREEMENT




     A. Grant of Option. The Plan Administrator of the Company hereby grants to the
Optionee named in the attached Notice of Grant attached as part of this Agreement (the “Optionee”),
an option (the “Option”) to purchase a number of Shares, as set forth in the Notice of Grant, at
the exercise price per share set forth in the Notice of Grant (the “Exercise Price”), subject to
the terms and condition sof the Plan, which is incorporated herein by reference. Subject to Section
14(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the
terms and conditions of this Option Agreement, the terms and conditions of the Plan shall prevail.



     If designated in the Notice of Grant as an Incentive Stock Option, this Option is intended to
qualify as an Incentive Stock Option under Section 422 of the Code.



     B. Exercise of Option.




(1) Right to Exercise. This Option is exercisable during its term in
accordance with the Vesting Schedule set out in the Notice of Grant and the
applicable provisions of the Plan and this Option Agreement. In the event of
Optionee’s death, disability or other termination of Optionee’s employment or
consulting relationship, the exercisability of the Option is governed by the
applicable provisions of the Plan and this Option Agreement.




(2) Termination Period. This Option may be exercised for three months after
termination of employment or consulting relationship, or such longer period as may
be applicable upon death or Disability of Optionee as provided in the Plan, but in
no event later than the Term/Expiration Date as provided on attached Notice of
Grant.




(3) Method of Exercise. This Option exercisable by delivery of an exercise
notice, in the form attached as Exhibit A (the “Exercise Notice”), which shall
state the election to exercise the Option, the number of Shares in respect of which
the Option is being exercised (the “Exercised Shares”),



 









 






and such other representations and agreements as may be required by the Company
pursuant to the provisions of the Plan. The Exercise Notice shall be signed by the
Optionee and shall be delivered in person or by certified mail to the Secretary of
the Company. The Exercise Notice shall be accompanied by payment of the aggregate
Exercise Price as to all Exercised Shares. This Option shall be deemed to be
exercised upon receipt by the Company of such fully executed Exercise Notice
accompanied by such aggregate Exercise Price.




No Shares shall be issued pursuant to the exercise of this Option unless such
issuance and exercise complies with all relevant provisions of law and the
requirements of any stock exchange or quotation service upon which the Shares are
then listed. Assuming such compliance, for income tax purposes the Exercised Shares
shall be considered transferred to the Optionee on the date the Option is exercised
with respect to such Exercised Shares.



     C. Method of Payment. Payment of the aggregate Exercise Price shall be by any of
the following, or a combination thereof, at the election of the Optionee:




	 	(1)	 	cash; or
	 
	 	(2)	 	check; or
	 
	 	(3)	 	delivery of a properly executed exercise notice together with
such other documentation as the Administrator and the broker, if applicable,
shall require to effect an exercise of the Option and delivery to the Company
of the sale or loan proceeds required to pay the exercise price; or
	 
	 	(4)	 	surrender of other Shares which (i) in the case of Shares
acquired upon exercise of an option, have been owned by the Optionee for more
than six (6) months on the date of surrender, and (ii) have a Fair Market
Value on the date of surrender equal to the aggregate Exercise Price of the
Exercised Shares; or
	 
	 	(5)	 	delivery of Optionee’s promissory note (the “Note”) in the
form attached hereto as Exhibit D, in the amount of the aggregate Exercise
Price of the Exercised Shares together with the execution and delivery by the
Optionee of the Security Agreement attached hereto as Exhibit C. The Note
shall bear interest at a rate no less than the “applicable federal rate”
prescribed under the Code and its regulations at time of purchase, and shall
be secured by a pledge of the Shares purchased by the Note pursuant to the
Security Agreement.




 









 










D. Non-Transferability of Option. Unless determined otherwise by the Administrator,
an Option may not be transferred in any manner otherwise than by will or by the laws of
descent or distribution and may be exercised during the lifetime of Optionee only by the
Optionee. The terms of the Plan and this Option Agreement shall be binding upon the
executors, administrators, heirs, successors and assigns of the Optionee.



E. Term of Option. This Option may be exercised only within the term set out in the
Notice of Grant, and may be exercised during such term only in accordance with the Plan and
the terms of this Option Agreement.



F. Optionee’s Representations. In the event the Shares purchasable pursuant to the
exercise of this Option have not been registered under the Securities Act of 1933, as
amended, at the time this Option is exercised, Optionee shall, if required by the Company,
concurrently with the exercise of all of any portion of this Option, deliver to the Company
his Investment Representation Statement in the form attached hereto as Exhibit B, and shall
read the applicable rules of the Commissioner of Corporations attached to such Investment
Representation Statement.



G. Tax Consequences. Some of the federal tax consequences relating to this Option,
as of the date of this Option, are set forth below. THIS SUMMARY IS NECESSARILY INCOMPLETE,
AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT A TAX
ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.




     (1) Exercising the Option.



          (a) Nonqualified Stock Option “NSO”. If the Option does not qualify as an ISO,
the Optionee may incur regular federal income tax liability upon exercise. The Optionee
will be treated as having received compensation income (taxable at ordinary income tax
rates) equal to the excess, if any, of the fair market value of the Exercised Shares on the
date of exercise over their aggregate Exercise Price. If the Optionee is an employee, the
Company will be required to withhold from his or her compensation or collect from Optionee
and pay to the applicable taxing authorities an amount equal to a percentage of this
compensation income at the time of exercise.




          (b) Incentive Stock Option (“ISO”). If this Option qualifies as an ISO, the
Optionee will have no regular income tax liability upon its exercise, although the excess,
if any, of the fair market value of the Exercised Shares on the date of exercise over their
aggregate Exercise Price will be treated as an adjustment to the alternative minimum tax
for federal tax purposes and may subject the Optionee to alternative minimum tax in the
year of exercise.




 









 








     (2) Disposition of Shares.



          (a) NSO. If the Optionee holds NSO Shares for at least one year after
exercise, any gain realized on disposition of the Shares will be treated as long-term
capital gain for federal income tax purposes.




          (b) ISO. If the Optionee holds ISO Shares for at least one year after exercise
or two years after the grant date, any gain realized on disposition of the Shares will be
treated as long-term capital gain for federal income tax purposes. With recent tax law
changes, please consult your tax adviser for more information on holding periods and tax
rates. If the Optionee disposes of ISO Shares within one year after exercise or two years
after the grant date, any gain realized on such disposition will be treated as compensation
income (taxable at ordinary income rates) to the extent of the excess, if any, of the
lessor of (A) the difference between the fair market value of the Shares acquired on the
date of exercise and the aggregate Exercise Price, or (B) the different between the sale
price of such Shares and the aggregate Exercise Price.




     (3) Notice of Disqualifying Disposition of ISO Shares. If the Optionee sells
or otherwise disposes of any of the Shares acquired pursuant to an ISO on or before the
later of (i) two years after the grant date, or (ii) one year after the exercise date, the
Optionee shall immediately notify the Company in writing of such disposition. The Optionee
agrees that he or she may be subject to income tax withholding by the Company on the
compensation income recognized from such early disposition of ISO Shares by payment in cash
or out of the current earnings paid to the Optionee.



 









 





EXHIBIT A




SUPERCONDUCTOR TECHNOLOGIES INC.




AMENDED AND RESTATED 1992 STOCK OPTION PLAN




EXERCISE NOTICE





	 	1.	 	Exercise of Option. Effective as of today,
                   
                   
  , 199                 
                  , the
undersigned (“Purchaser”) herby elects to purchase  
              
                  shares (the “Shares”) of the
Common Stock of Superconductor Technologies Inc. (the “Company”) under and pursuant to the
Company’s Amended and Restated 1992 Stock Option Plan (the “Plan”) and the Stock Option
Agreement dated                      (the “Option Agreement”). The purchase price for the Shares shall
be $                    , as required by the Option Agreement.
	 
	 	2.	 	Delivery of Payment. Purchaser herewith delivers to the Company the full purchase
price for the Shares.
	 
	 	3.	 	Representations of Purchaser. Purchaser acknowledges that Purchase has received,
read and understood the Plan and the Option Agreement and agrees to abide by and be bound by
their terms and conditions.
	 
	 	4.	 	Rights as Shareholder. Subject to the terms and conditions of this Agreement,
Purchaser shall have all of the rights of a shareholder of the Company with respect to the
Shares from and after the date that Purchaser delivers full payment of the Exercise Price
until such time as Purchaser disposes of the Shares.
	 
	 	5.	 	Tax Consultation. Purchaser understands that Purchaser may suffer adverse tax
consequences as a result of Purchaser’s purchase or disposition of the Shares. Purchaser
represents that Purchaser has consulted with any tax consultants Purchaser deems advisable
in connection with the purchase or disposition of the Shares and that Purchaser is not
relying on the Company for any tax advice.
	 
	 	6.	 	Entire Agreement; Governing Law. The Plan and Option Agreement are incorporated
herein by reference. This Agreement, the Plan and the Option Agreement constitute the entire
agreement of the parties and supersede in their entirety all prior undertakings and
agreements of the Company and Purchaser with respect to the subject matter hereof, and such
agreement is governed by California law except for that body of law pertaining to conflict
of laws.





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Submitted by:	 	 	 	Accepted by:  
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	PURCHASER	 	 	 	SUPERCONDUCTOR TECHNOLOGIES INC
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 	 	 	 	 
	Signature
	 	 	 	 	 	Its: 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	Print Name
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Address:	 	 	 	Address:
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	460 Ward Drive, Suite F
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Santa Barbara, CA 93111-2310