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Exhibit 4.2 (a)

                        SUPERCONDUCTOR TECHNOLOGIES INC.

                           2003 EQUITY INCENTIVE PLAN

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                        SUPERCONDUCTOR TECHNOLOGIES INC.

                           2003 Equity Incentive Plan

         Superconductor Technologies Inc. hereby adopts the 2003 Equity
Incentive Plan, effective as of March 20, 2003, as follows:

                                    SECTION 1

                        BACKGROUND, PURPOSE AND DURATION

         1.1      Background and Effective Date. The Plan provides for the
granting of Nonqualified Stock Options, Incentive Stock Options, Stock
Appreciation Rights (or SARs), Restricted Stock, Performance Units, and
Performance Shares. The Plan is adopted and effective as of March 20, 2003,
subject to approval by the stockholders of the Company within twelve (12)
months. The Company will seek stockholder approval in the manner and to the
degree required under Applicable Laws. Awards may be granted prior to the
receipt of stockholder approval, but such grants shall be null and void if such
approval is not in fact received within twelve (12) months.

         1.2      Purpose of the Plan. The purpose of the Plan is to promote the
success, and enhance the value, of the Company by aligning the interests of
Participants with those of the Company's shareholders, and by providing
Participants with an incentive for outstanding performance. The Plan is further
intended to provide flexibility to the Company in its ability to motivate,
attract, and retain the services of outstanding individuals, upon whose
judgment, interest, and special effort the success of the Company largely is
dependent.

         1.3      Duration of the Plan. The Plan shall commence on the date
specified in Section 1.1 and subject to SECTION 12 (concerning the Board's right
to amend or terminate the Plan), shall remain in effect thereafter. However,
without further stockholder approval, no Incentive Stock Option may be granted
under the Plan on or after March 20, 2013.

         1.4      Termination of Old Plans. The Company's four existing stock
option plans (the 1992 Stock Option Plan, the Nonstatutory 1992 Directors Stock
Option Plan, the 1998 Stock Option Plan and the 1999 Stock Option Plan) shall
terminate effective upon stockholder approval of this Plan, and no further
grants of awards shall be made under those plans after the date of such
approval. The termination of those plans will not affect the rights of holders
of options previously granted and outstanding under those plans.

                                   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 Exchange Act 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.

         2.2      "Affiliate" means any corporation or any other entity
(including, but not limited to, partnerships and joint ventures) controlling,
controlled by, or under common control with the Company.

         2.3      "Affiliated SAR" means an SAR that is granted in connection
with a related Option, and which automatically will be deemed to be exercised at
the same time that the related Option is exercised.

         2.4      "Applicable Laws" means the requirements relating to the
administration of equity plans under U.S. state corporate laws, U.S. federal
and state securities laws, the Code, any stock exchange or quotation system on

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which the Shares are is listed or quoted and the applicable laws of any foreign
country or jurisdiction where Awards are, or will be, granted under the Plan.

         2.5      "Award" means, individually or collectively, a grant under the
Plan of Nonqualified Stock Options, Incentive Stock Options, SARs, Restricted
Stock, Performance Units, or Performance Shares.

         2.6      "Award Agreement" means the written agreement setting forth
the terms and provisions applicable to each Award granted under the Plan.

         2.7      "Board" or "Board of Directors" means the Board of Directors
of the Company.

         2.8      "Change in Control" is defined in Section 15.4.

         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 the committee appointed by the Board to
administer the Plan pursuant to Section 3.1.

         2.11     "Company" means Superconductor Technologies Inc., a Delaware
corporation, or any successor thereto.

         2.12     "Consultant" means an individual who provides significant
services to the Company and/or an Affiliate, including a Director who is not an
Employee.

         2.13     "Director" means any individual who is a member of the Board
of Directors of the Company.

         2.14     "Disability" means a permanent and total disability within the
meaning of Code Section 22(e)(3).

         2.15     "Employee" means an employee of the Company or of an
Affiliate, whether such employee is so employed at the time the Plan is adopted
or becomes so employed subsequent to the adoption of the Plan.

         2.16     "ERISA" means the Employee Retirement Income Security Act of
1974, as amended. Reference to a specific section of ERISA shall include such
section, any valid regulation promulgated thereunder, and any comparable
provision of any future legislation amending, supplementing or superseding such
section.

         2.17     "Fair Market Value" means as of any date, the value of a Share
determined as follows:

                  (a)If the Shares are listed on any established stock exchange
         or a national market system, including without limitation the Nasdaq
         National Market or The Nasdaq SmallCap Market of The Nasdaq Stock
         Market, its Fair Market Value shall be the closing sales price for such
         Share (or the closing bid, if no sales were reported) as quoted on such
         exchange or system on the day of, or the last market trading day prior
         to, the day of determination, as reported in The Wall Street Journal or
         such other source as the Committee deems reliable;

                  (b)If the Shares are regularly quoted by a recognized
         securities dealer but selling prices are not reported, the Fair Market
         Value of the Share shall be the mean between the high bid and low asked
         prices for the Shares on the day of, or the last market trading day
         prior to, the day of determination, as reported in The Wall Street
         Journal or such other source as the Committee deems reliable; or

                  (c) In the absence of an established market for the Shares,
         the Fair Market Value shall be determined in good faith by the
         Committee.

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         2.18     "Freestanding SAR" means a SAR that is granted independently
of any Option.

         2.19     "Incentive Stock Option" or "ISO" 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.

         2.20     "Nonqualified Stock Option" means an option to purchase Shares
which is not intended to be an Incentive Stock Option.

         2.21     "Option" means an Incentive Stock Option or a Nonqualified
Stock Option.

         2.22     "Option Price" means the price at which a Share may be
purchased pursuant to an Option.

         2.23     "Participant" means an Employee, Consultant or Director who
has an outstanding Award.

         2.24     "Performance Share" means an Award granted to an Employee
pursuant to SECTION 8 having an initial value equal to the Fair Market Value of
a Share on the date of grant.

         2.25     "Performance Unit" means an Award granted to an Employee
pursuant to SECTION 8 having an initial value (other than the Fair Market Value
of a Share) that is established by the Committee at the time of grant.

         2.26     "Period of Restriction" means the period during which the
transfer of Shares of Restricted Stock are subject to restrictions.

         2.27     "Plan" means the Superconductor Technologies Inc. 2003 Equity
Incentive Plan, as set forth in this instrument and as hereafter amended from
time to time.

         2.28     "Restricted Stock" means an Award granted to a Participant
pursuant to SECTION 7.

         2.29     "Retirement" means, in the case of an Employee, a Termination
of Employment by reason of the Employee's retirement at or after age 62.

         2.30     "Rule 16b-3" means Rule 16b-3 promulgated under the 1934 Act,
and any future regulation amending, supplementing or superseding such
regulation.

         2.31     "Section 16 Person" means a person who, with respect to the
Shares, is subject to Section 16 of the 1934 Act.

         2.32     "Shares" means the shares of common stock, $0.001 par value,
of the Company.

         2.33     "Stock Appreciation Right" or "SAR" means an Award, granted
alone or in connection with a related Option, that pursuant to the terms of
SECTION 7 is designated as an SAR.

         2.34     "Subsidiary" means any "subsidiary corporation" (other than
the Company) as defined in Code Section 424(f).

         2.35     "Tandem SAR" means an SAR that is granted in connection with a
related Option, the exercise of which shall require forfeiture of the right to
purchase an equal number of Shares under the related Option (and when a Share is
purchased under the Option, the SAR shall be canceled to the same extent).

         2.36     "Termination of Employment" means a cessation of the
employee-employer or director or other service arrangement relationship between
an Employee, Consultant or Director and the Company or an Affiliate for any
reason, including, but not by way of limitation, a termination by resignation,
discharge, death, Disability, Retirement, or the disaffiliation of an Affiliate,
but excluding any such termination where there is a simultaneous reemployment or
re-engagement by the Company or an Affiliate.

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                                   SECTION 3
                                 ADMINISTRATION

         3.1      The Committee. The Plan shall be administered by a committee
of the Board that meets the requirements of this Section 3.1 (hereinafter
referred to as "the Committee"). The Committee shall consist of not less than
two (2) Directors. The members of the Committee shall be appointed from time to
time by, and shall serve at the pleasure of, the Board of Directors. The
Committee shall be comprised solely of Directors who are both "outside
directors" under Rule 16b-3 and "independent directors" under the requirements
of any national securities exchange or system upon which the Shares are then
listed and/or traded.

         3.2      Authority of the Committee. The 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 power (a) to determine
which Employees, Consultants and Directors shall be granted Awards, (b) to
prescribe the terms and conditions of such Awards, (c) to interpret the Plan and
the Awards, (d) to adopt rules for the administration, interpretation and
application of the Plan as are consistent therewith, and (e) to interpret, amend
or revoke any such rules.

                  The Committee, in its sole discretion and on such terms and
conditions as it may provide, may delegate all or any part of its authority and
powers under the Plan to one or more directors and/or officers of the Company;
provided, however, that the Committee may not delegate its authority and powers
with respect to Section 16 Persons.

         3.3      Decisions Binding. All determinations and decisions made by
the Committee shall be final, conclusive, and binding on all persons, and shall
be given the maximum deference permitted by law.

                                   SECTION 4
                           SHARES SUBJECT TO THE PLAN

         4.1      Shares Available.

                  4.1.1    Maximum Shares Available under Plan. The aggregate
number of Shares available for issuance under the Plan may not exceed six
million (6,000,000) Shares. Such shares may be authorized but unissued shares or
treasury shares.

                  4.1.2    Limitation on Restricted Stock, Performance Units and
Performance Shares. The aggregate number of Shares available for issuance
pursuant to Awards of Restricted Stock, Performance Units and Performance Shares
may not exceed one million eight hundred thousand (1,800,000) Shares.

                  4.1.3    Limitation on Incentive Stock Options and Stock
Appreciation Rights. No Participant may receive Options and SARs for more than
six hundred thousand (600,000) Shares in the aggregate in any single calendar
year; provided, however, that a Participant may receive Options and SARs for up
one million two hundred thousand (1,200,000) Shares in the Participant's initial
year of service to the Company.

                  4.1.4    General Award Limitation. No Participant may receive
Awards under the Plan, the value of which Awards is based solely on an increase
in the value of Shares after the date of grant of such Awards, for more than six
hundred thousand (600,000) Shares in the aggregate in any single calendar year;
provided, however, that a Participant may receive Options and SARs for up one
million two hundred thousand (1,200,000) Shares in the Participant's initial
year of service to the Company. The foregoing annual limitation specifically
includes the grant of any Awards representing "qualified performance-based
compensation" within the meaning of Section 162(m) of the Code.

                  4.1.5    Adjustments. All Share numbers in this Section 4.1
are subject to adjustment as provided in SECTION 15.

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         4.2      Number of Shares. The following rules will apply for purposes
of the determination of the number of Shares available for grant under the Plan:

                  (a)               While an Award is outstanding, it shall be
                                    counted against the authorized pool of
                                    Shares, regardless of its vested status.

                  (b)               The grant of an Option or Restricted Stock
                                    shall reduce the Shares available for grant
                                    under the Plan by the number of Shares
                                    subject to such Award.

                  (c)               The grant of a Tandem SAR shall reduce the
                                    number of Shares available for grant by the
                                    number of Shares subject to the related
                                    Option (i.e., there is no double counting of
                                    Options and their related Tandem SARs);
                                    provided, however, that, upon the exercise
                                    of such Tandem SAR, the authorized Share
                                    pool shall be credited with the appropriate
                                    number of Shares representing the number of
                                    shares reserved for such Tandem SAR less the
                                    number of Shares actually delivered upon
                                    exercise thereof or the number of Shares
                                    having a Fair Market Value equal to the cash
                                    payment made upon such exercise.

                  (d)               The grant of an Affiliated SAR shall reduce
                                    the number of Shares available for grant by
                                    the number of Shares subject to the SAR, in
                                    addition to the number of Shares subject to
                                    the related Option; provided, however, that,
                                    upon the exercise of such Affiliated SAR,
                                    the authorized Share pool shall be credited
                                    with the appropriate number of Shares
                                    representing the number of shares reserved
                                    for such Affiliated SAR less the number of
                                    Shares actually delivered upon exercise
                                    thereof or the number of Shares having a
                                    Fair Market Value equal to the cash payment
                                    made upon such exercise.

                  (e)               The grant of a Freestanding SAR shall reduce
                                    the number of Shares available for grant by
                                    the number of Freestanding SARs granted;
                                    provided, however, that, upon the exercise
                                    of such Freestanding SAR, the authorized
                                    Share pool shall be credited with the
                                    appropriate number of Shares representing
                                    the number of shares reserved for such
                                    Freestanding SAR less the number of Shares
                                    actually delivered upon exercise thereof or
                                    the number of Shares having a Fair Market
                                    Value equal to the cash payment made upon
                                    such exercise.

                  (f)               The Committee shall in each case determine
                                    the appropriate number of Shares to deduct
                                    from the authorized pool in connection with
                                    the grant of Performance Units and/or
                                    Performance Shares.

                  (g)               To the extent that an Award is settled in
                                    cash rather than in Shares, the authorized
                                    Share pool shall be credited with the
                                    appropriate number of Shares having a Fair
                                    Market Value equal to the cash settlement of
                                    the Award.

         4.3      Lapsed Awards. If an Award is cancelled, terminates, expires,
                  or lapses for any reason (with the exception of the
                  termination of a Tandem SAR upon exercise of the related
                  Option, or the termination of a related Option upon exercise
                  of the corresponding Tandem SAR), any Shares subject to such
                  Award again shall be available to be the subject of an Award.

                                    SECTION 5
                                  STOCK OPTIONS

         5.1      Grant of Options. Options may be granted to Employees,
Consultants and Directors at any time and from time to time, as determined by
the Committee in its sole discretion. The Committee, in its sole discretion,
shall determine the number of Shares subject to Options granted to each
Participant. The Committee may grant ISOs, NQSOs, or a combination thereof.

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         5.2      Award Agreement. Each Option shall be evidenced by an Award
Agreement that shall specify the Option Price, the expiration date of the
Option, the number of Shares to which the Option pertains, any conditions to
exercise of the Option, and such other terms and conditions as the Committee, in
its discretion, shall determine. The Award Agreement also shall specify whether
the Option is intended to be an ISO or a NQSO.

         5.3      Option Price. Subject to the provisions of this Section 5.3,
the Option Price for each Option shall be determined by the Committee in its
sole discretion.

                  5.3.1    Nonqualified Stock Options. In the case of a
Nonqualified Stock Option, the Option Price shall be not less than one hundred
percent (100%) of the Fair Market Value of a Share on the date that the Option
is granted.

                  5.3.2    Incentive Stock Options. In the case of an Incentive
Stock Option, the Option Price shall be not less than one hundred percent (100%)
of the Fair Market Value of a Share on the date that the Option is granted;
provided, however, that if at the time that the Option is granted, the Employee
(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 stock of the Company or any of
its Subsidiaries, the Option Price shall be not less than one hundred and ten
percent (110%) of the Fair Market Value of a Share on the date that the Option
is granted.

                  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, Consultants or Directors on account of such transaction may be
granted Options in substitution for options granted by their former employer. If
such substitute Options are granted, the Committee, in its sole discretion, may
determine that such substitute Options shall have an exercise price less than
100% of the Fair Market Value of the Shares on the date the Option is granted.

         5.4      Expiration of Options. Unless the applicable stock option
agreement provides otherwise, each Option shall terminate upon the first to
occur of the events listed in Section 5.4.1, subject to Section 5.4.2.

                  5.4.1    Expiration Dates.

                           (a)      The date for termination of the Option set
forth in the Award Agreement;

                           (b)      The expiration of ten years from the date
the Option was granted, or

                           (c)      The expiration of three months from the date
of the Participant's Termination of Employment for a reason other than the
Participant's death, Disability or Retirement, or

                           (d)      The expiration of twelve months from the
date of the Participant's Termination of Employment by reason of Disability, or

                           (e)      The expiration of twelve months from the
date of the Participant's death, if such death occurs while the Participant is
in the employ or service of the Company or an Affiliate.

                  5.4.2    Committee Discretion. The Committee shall provide, in
the terms of each individual Option, when such Option expires and becomes
unexercisable. After the Option is granted, the Committee, in its sole
discretion may extend the maximum term of such Option. The foregoing
discretionary authority is subject to the limitations and restrictions on
Incentive Stock Options set forth in Section 5.8.

         5.5      Exercise of Options. Options granted under the Plan shall be
exercisable at such times, and subject to such restrictions and conditions, as
the Committee shall determine in its sole discretion. After an Option is
granted, the Committee, in its sole discretion, may accelerate the
exercisability of the Option.

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         5.6      Payment. The Committee shall determine the acceptable form of
consideration for exercising an Option, including the method of payment. In the
case of an Incentive Stock Option, the Committee shall determine the acceptable
form of consideration at the time of grant. Such consideration may consist
entirely of:

                  (a)      cash;

                  (b)      check;

                  (c)      promissory note;

                  (d)      other Shares which (i) in the case of Shares acquired
                  upon exercise of an Option, have been owned by the Participant
                  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 Shares as to which said
                  Option shall be exercised;

                  (e)      consideration received by the Company from a licensed
                  broker under a cashless exercise program implemented by the
                  Company to facilitate "same day" exercises and sales of
                  Options;

                  (f)      a reduction in the amount of any Company liability to
                  the Participant, including any liability attributable to the
                  Participant's participation in any Company-sponsored deferred
                  compensation program or arrangement;

                  (g)      any combination of the foregoing methods of payment;
                  or

                  (h)      such other consideration and method of payment for
                  the issuance of Shares to the extent permitted by applicable
                  laws.

         5.7      Restrictions on Share Transferability. The Committee may
impose such restrictions on any Shares acquired pursuant to the exercise of an
Option, as it may deem advisable, including, but not limited to, restrictions
related to Federal securities laws, the requirements of any national securities
exchange or system upon which such Shares are then listed and/or traded, and/or
any blue sky or state securities laws.

         5.8      Certain Additional Provisions for Incentive Stock Options.

                  5.8.1    Exercisability. The aggregate Fair Market Value
(determined at the time the Option is granted) of the Shares with respect to
which Incentive Stock Options are exercisable for the first time by any Employee
during any calendar year (under all plans of the Company and its Subsidiaries)
shall not exceed $100,000.

                  5.8.2    Termination of Employment. No Incentive Stock Option
may be exercised more than three months after the Participant's termination of
employment for any reason other than Disability or death, unless (a) the
Participant dies during such three-month period, and (b) the Award Agreement
and/or the Committee permits later exercise. No Incentive Stock Option may be
exercised more than one year after the Participant's termination of employment
on account of Disability, unless (a) the Participant dies during such one-year
period, and (b) the Award Agreement and/or the Committee permit later exercise.

                  5.8.3    Company and Subsidiaries Only. Incentive Stock
Options may be granted only to persons who are Employees of the Company and/or a
Subsidiary at the time of grant.

                  5.8.4    Expiration. No Incentive Stock Option may be
exercised after the expiration of 10 years from the date such Option was
granted; provided, however, that if the 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, the Option may not be exercised after the expiration of
5 years from the date that it was granted.

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         5.9      Nontransferability of Options. No Option granted under the
Plan may be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will, the laws of descent and distribution, or as
provided under SECTION 9. All Options granted to a Participant under the Plan
shall be exercisable during his or her lifetime only by such Participant.

                                   SECTION 6
                            STOCK APPRECIATION RIGHTS

         6.1      Grant of SARs. An SAR may be granted to an Employee,
Consultant or Director at any time and from time to time as determined by the
Committee, in its sole discretion. The Committee may grant Affiliated SARs,
Freestanding SARs, Tandem SARs, or any combination thereof. The Committee shall
have complete discretion to determine the number of SARs granted to any
Participant, and consistent with the provisions of the Plan, the terms and
conditions pertaining to such SARs. However, the grant price of a Freestanding
SAR shall be at least equal to the Fair Market Value of a Share on the date of
grant. The grant price of Tandem or Affiliated SARs shall equal the Option Price
of the related Option.

         6.2      Exercise of Tandem SARs. Tandem SARs may be exercised for all
or part of the Shares subject to the related Option upon the surrender of the
right to exercise the equivalent portion of the related Option. A Tandem SAR may
be exercised only with respect to the Shares for which its related Option is
then exercisable.

                  6.2.1    ISOs. Notwithstanding any contrary provision of the
Plan, with respect to a Tandem SAR granted in connection with an ISO: (i) the
Tandem SAR shall expire no later than the expiration of the underlying ISO; (ii)
the value of the payout with respect to the Tandem SAR shall be for no more than
one hundred percent (100%) of the difference between the Option Price of the
underlying ISO and the Fair Market Value of the Shares subject to the underlying
ISO at the time the Tandem SAR is exercised; and (iii) the Tandem SAR shall be
exercisable only when the Fair Market Value of the Shares subject to the ISO
exceeds the Option Price of the ISO.

         6.3      Exercise of Affiliated SARs. An Affiliated SAR shall be deemed
to be exercised upon the exercise of the related Option. The deemed exercise of
an Affiliated SAR shall not necessitate a reduction in the number of Shares
subject to the related Option.

         6.4      Exercise of Freestanding SARs. Freestanding SARs shall be
exercisable on such terms and conditions as the Committee, in its sole
discretion, shall determine.

         6.5      SAR Agreement. Each SAR shall be evidenced by an Award
Agreement that shall specify the grant price, the term of the SAR, the
conditions of exercise, and such other terms and conditions as the Committee, in
its sole discretion, shall determine.

         6.6      Expiration of SARs. An SAR granted under the Plan shall expire
upon the date determined by the Committee, in its sole discretion, and set forth
in the Award Agreement. Notwithstanding the foregoing, the rules of Section 5.4
(pertaining to Options) also shall apply to SARs.

         6.7      Payment of SAR Amount. Upon exercise of an SAR, a Participant
shall be entitled to receive payment from the Company in an amount determined by
multiplying: of an SAR, a Participant shall be entitled to receive payment from
the Company in an amount determined by multiplying:

         (a)      The difference between the Fair Market Value of a Share on the
date of exercise over the grant price; times

         (b)      The number of Shares with respect to which the SAR is
exercised.

                  At the discretion of the Committee, the payment upon SAR
exercise may be in cash, in Shares of equivalent value, or in some combination
thereof.

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         6.8      Nontransferability of SARs. No SAR granted under the Plan may
be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
other than by will, the laws of descent and distribution, or as permitted under
SECTION 9. An SAR granted to a Participant shall be exercisable during the
Participant's lifetime only by such Participant.

                                   SECTION 7
                                RESTRICTED STOCK

         7.1      Grant of Restricted Stock. Subject to the terms and provisions
of the Plan, the Committee, at any time and from time to time, may grant Shares
of Restricted Stock to Employees, Consultants or Directors in such amounts as
the Committee, in its sole discretion, shall determine.

         7.2      Restricted Stock Agreement. Each Award of Restricted Stock
shall be evidenced by an Award Agreement that shall specify the Period of
Restriction, the number of Shares granted, and such other terms and conditions
as the Committee, in its sole discretion, shall determine. Unless the Committee
determines otherwise, shares of Restricted Stock shall be held by the Company as
escrow agent until the restrictions on such Shares have lapsed.

         7.3      Transferability. Except as provided in this SECTION 7, Shares
of Restricted Stock may not be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated until the end of the applicable Period of
Restriction. All rights with respect to the Restricted Stock granted to a
Participant under the Plan shall be available during his or her lifetime only to
such Participant.

         7.4      Other Restrictions. The Committee, in its sole discretion, may
impose such other restrictions on any Shares of Restricted Stock as it may deem
advisable including, without limitation, restrictions based upon the achievement
of specific performance goals (Company-wide, divisional, and/or individual),
and/or restrictions under applicable Federal or state securities laws; and may
legend the certificates representing Restricted Stock to give appropriate notice
of such restrictions. For example, the Committee may determine that some or all
certificates representing Shares of Restricted Stock shall bear the following
legend:

         "The sale or other transfer of the shares of stock represented by this
         certificate, whether voluntary, involuntary, or by operation of law, is
         subject to certain restrictions on transfer as set forth in the
         Superconductor Technologies Inc. 2003 Equity Incentive Plan, and in a
         Restricted Stock Agreement. A copy of the Plan and such Restricted
         Stock Agreement may be obtained from the Secretary of Superconductor
         Technologies Inc."

         7.5      Removal of Restrictions. Except as otherwise provided in this
SECTION 7, Shares of Restricted Stock covered by each Restricted Stock grant
made under the Plan shall be released from escrow as soon as practicable after
the last day of the Period of Restriction. The Committee, in its discretion, may
accelerate the time at which any restrictions shall lapse, and/or remove any
restrictions. After the restrictions have lapsed, the Participant shall be
entitled to have any legend or legends under Section 7.4 removed from his or her
Share certificate, and the Shares shall be freely transferable by the
Participant.

         7.6      Voting Rights. During the Period of Restriction, Participants
holding Shares of Restricted Stock granted hereunder may exercise full voting
rights with respect to those Shares, unless the Committee determines otherwise.

         7.7      Dividends and Other Distributions. During the Period of
Restriction, Participants holding Shares of Restricted Stock 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 of Restricted
Stock with respect to which they were paid.

         7.8      Return of Restricted Stock to Company. Subject to the
applicable Award Agreement and Section 7.5, upon the earlier of (a) the
Participant's Termination of Employment, or (b) the date set forth in the

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<PAGE>

Award Agreement, the Restricted Stock for which restrictions have not lapsed
shall revert to the Company and, subject to Section 4.3, again shall become
available for grant under the Plan.

         7.9      Repurchase Option. Unless the Committee determines otherwise,
the Restricted Stock Purchase Agreement shall grant the Company a repurchase
option exercisable upon the voluntary or involuntary termination of the
Participant's service with the Company for any reason (including death or
Disability). The purchase price for Shares repurchased pursuant to the
Restricted Stock Purchase Agreement shall be the original price paid by the
Participant and may be paid by cancellation of any indebtedness of the
Participant to the Company. The repurchase option shall lapse at a rate
determined by the Committee.

                                   SECTION 8
                    PERFORMANCE UNITS AND PERFORMANCE SHARES

         8.1      Grant of Performance Units/Shares. Performance Units and
Performance Shares may be granted to Employees, Consultants or Directors at any
time and from time to time, as shall be determined by the Committee, in its sole
discretion. The Committee shall have complete discretion in determining the
number of Performance Units and Performance Shares granted to each Participant.

         8.2      Value of Performance Units/Shares. Each Performance Unit shall
have an initial value that is established by the Committee at the time of grant.
Each Performance Share shall have an initial value equal to the Fair Market
Value of a Share on the date of grant. The Committee shall set performance goals
in its discretion which, depending on the extent to which they are met, will
determine the number and/or value of Performance Units/Shares that will be paid
out to the Participants. The time period during which the performance goals must
be met shall be called the "Performance Period".

         8.3      Earning of Performance Units/Shares. After the applicable
Performance Period has ended, the holder of Performance Units/Shares shall be
entitled to receive a payout of the number of Performance Units/Shares earned by
the Participant over the Performance Period, to be determined as a function of
the extent to which the corresponding performance goals have been achieved.
After the grant of a Performance Unit/Share, the Committee, in its sole
discretion, may adjust and/or waive the achievement of any performance goals for
such Performance Unit/Share.

         8.4      Form and Timing of Payment of Performance Units/Shares.
Payment of earned Performance Units/Shares shall be made as soon as practicable
after the expiration of the applicable Performance Period. The Committee, in its
sole discretion, may pay earned Performance Units/Shares in the form of cash, in
Shares (which have an aggregate Fair Market Value equal to the value of the
earned Performance Units/Shares at the close of the applicable Performance
Period) or in a combination thereof.

         8.5      Cancellation of Performance Units/Shares. Subject to the
applicable Award Agreement, upon the earlier of (a) the Participant's
Termination of Employment, or (b) the date set forth in the Award Agreement, all
remaining Performance Units/Shares shall be forfeited by the Participant to the
Company, and subject to Section 4.3, the Shares subject thereto shall again be
available for grant under the Plan.

         8.6      Nontransferability. Performance Units/Shares may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, other
than by will, the laws of descent and distribution, or as permitted under
SECTION 9. A Participant's rights under the Plan shall be exercisable during the
Participant's lifetime only by the Participant or the Participant's legal
representative.

                                    SECTION 9
                             BENEFICIARY DESIGNATION

         If permitted by the Committee, a Participant may name a beneficiary or
beneficiaries to whom any unpaid vested Award shall be paid in event of the
Participant's death. Each such designation shall revoke all prior designations
by the same Participant and shall be effective only if given in a form and
manner acceptable to the Committee. In the absence of any such designation,
benefits remaining unpaid at the Participant's death shall be

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<PAGE>

paid to the Participant's estate and, subject to the terms of the Plan, any
unexercised vested Award may be exercised by the Committee or executor of the
Participant's estate.

                                   SECTION 10
                                    DEFERRALS

The Committee, in its sole discretion, may permit a Participant to defer
         receipt of the payment of cash or the delivery of Shares that would
         otherwise be due to such Participant under an Award. Any such deferral
         elections shall be subject to such rules and procedures as shall be
         determined by the Committee in its sole discretion.

                                   SECTION 11
                       RIGHTS OF EMPLOYEES AND CONSULTANTS

         11.1     No Effect on Employment or Service. Nothing in the Plan shall
interfere with or limit in any way the right of the Company to terminate any
Participant's employment or service at any time, with or without cause.

         11.2     Participation. No Employee, Consultant or 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.

                                   SECTION 12
                      AMENDMENT, SUSPENSION, OR TERMINATION

         The Board, in its sole discretion, may alter, amend or terminate the
Plan, or any part thereof, at any time and for any reason. However, as required
by Applicable Laws, no alteration or amendment shall be effective without
further stockholder approval. Neither the amendment, suspension, nor termination
of the Plan shall, without the consent of the Participant, alter or impair any
rights or obligations under any Award theretofore granted. No Award may be
granted during any period of suspension nor after termination of the Plan.

                                   SECTION 13
                                 TAX WITHHOLDING

         13.1     Withholding Requirements. Prior to the delivery of any Shares
or cash pursuant to an Award, 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 required to be withheld
with respect to such Award.

         13.2     Shares Withholding. The Committee, in its sole discretion and
pursuant to such procedures as it may specify from time to time, may permit a
Participant to satisfy the minimum statutory tax withholding obligation, in
whole or in part, by delivering to the Company Shares already owned for more
than six (6) months having a value equal to the amount required to be withheld.
The value of the Shares to be delivered will be based on their Fair Market Value
on the date of delivery.

                                   SECTION 14
                                 INDEMNIFICATION

Each person who is or shall have been a member of the Committee, or of the
         Board, shall be indemnified and held harmless by the Company against
         and from any loss, cost, liability, or expense that may be imposed upon
         or reasonably incurred by him or her in connection with or resulting
         from any claim, notion, suit, or proceeding to which he or she may be a
         party or in which he or she may be involved by reason of any action
         taken or failure to act under the Plan or any Award Agreement and
         against and from any and all amounts paid by him or her in settlement
         thereof, with the Company's approval, or paid by him or her in
         settlement thereof, with the Company's approval, or paid by him or her
         in satisfaction of any judgment in any such action, suit, or proceeding
         against him or her, provided he or she shall give the Company an
         opportunity, at its own expense, to handle and defend the same before
         he or she undertakes to handle and defend it on his or her own behalf.
         The foregoing right of indemnification shall not be exclusive of any
         other rights of indemnification to which

                                       20

<PAGE>

         such persons may be entitled under the Company's Certificate of
         Incorporation or Bylaws, as a matter of law, or otherwise, or any power
         that the Company may have to indemnify them or hold them harmless.

                                   SECTION 15
  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, MERGER OR ASSET SALE

         15.1     Changes in Capitalization; No Award Repricing. Subject to any
required action by the shareholders of the Company, the number of Shares covered
by each outstanding Award, and the number of Shares which have been authorized
for issuance under the Plan but as to which no Awards have yet been granted or
which have been returned to the Plan upon cancellation or expiration of an
Award, as well as the price per Share covered by each such outstanding Award,
shall be proportionately adjusted for any increase or decrease in the number of
issued Shares resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Shares, or any other increase or decrease
in the number of issued Shares 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 Board, whose determination
in that respect shall be final, binding and conclusive. Except as expressly
provided herein, no issuance 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 subject to an Award. Further, except for the adjustments provided
herein, no Award may be amended to reduce its initial exercise price, and no
Award may be cancelled and replaced with an Award with a lower price.

         15.2     Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Committee shall notify each
Participant as soon as practicable prior to the effective date of such proposed
transaction. The Committee in its discretion may provide for a Participant to
have the right to exercise his or her Award until ten (10) days prior to such
transaction as to all of the Shares covered thereby, including Shares as to
which the Award would not otherwise be exercisable. In addition, the Committee
may provide that any Company repurchase option applicable to any Shares
purchased upon exercise of an Award shall lapse as to all such Shares, provided
the proposed dissolution or liquidation takes place at the time and in the
manner contemplated. To the extent it has not been previously exercised, an
Award will terminate immediately prior to the consummation of such proposed
action.

         15.3     Merger or Asset Sale. In the event of a merger of the Company
with or into another corporation, or the sale of substantially all of the assets
of the Company, each outstanding Award shall be assumed or an equivalent option
or right substituted by the successor corporation or a Parent or Subsidiary of
the successor corporation. In the event that the successor corporation refuses
to assume or substitute for the Award, the Participant shall fully vest in and
have the right to exercise the Award as to all of the Shares as to which it
would not otherwise be vested or exercisable. If an Award becomes fully vested
and exercisable in lieu of assumption or substitution in the event of a merger
or sale of assets, the Committee shall notify the Participant in writing or
electronically that the Award shall be fully vested and exercisable for a period
of fifteen (15) days from the date of such notice, and the Award shall terminate
upon the expiration of such period. For the purposes of this paragraph, the
Award shall be considered assumed if, following the merger or sale of assets,
the option or right confers the right to purchase or receive, for each Share
subject to the Award immediately prior to the merger or sale of assets, the
consideration (whether stock, cash, or other securities or property) received in
the merger or sale of assets by holders of Shares for each Share held on the
effective date of the transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstanding Shares); provided, however, that if such consideration received
in the merger or sale of assets is not solely common stock of the successor
corporation or its Parent, the Committee may, with the consent of the successor
corporation, provide for the consideration to be received upon the exercise of
the Award, for each Share subject to the Award, to be solely common stock of the
successor corporation or its Parent equal in fair market value to the per share
consideration received by holders of Shares in the merger or sale of assets.

         15.4     Change in Control. In the event of a Change of Control (as
defined below), except as otherwise determined by the Board, the Participant
shall fully vest in and have the right to exercise the Awards as to all of the
Shares, including Shares as to which it would not otherwise be vested or
exercisable. If an Award becomes fully vested and exercisable as the result of a
Change of Control, the Committee shall notify the Participant in writing or

                                       21
<PAGE>

electronically prior to the Change of Control that the Award shall be fully
vested and exercisable for a period of fifteen (15) days from the date of such
notice, and the Award shall terminate upon the expiration of such period. For
purposes of this Agreement, a "Change of Control" means the happening of any of
the following events:

         (a)      When any "person," as such term is used in Sections 13(d) and
14(d) of the Exchange Act (other than the Company, a Subsidiary or a Company
employee benefit plan, including any trustee of such plan acting as trustee) is
or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company representing fifty
percent (50%) or more of the combined voting power of the Company's then
outstanding securities entitled to vote generally in the election of directors;
or

         (b)      The stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than fifty percent (50%) of the total voting power
represented by the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation, or the stockholders
of the Company approve an agreement for the sale or disposition by the Company
of all or substantially all the Company's assets; or

         (c)      A change in the composition of the Board of Directors of the
Company, as a result of which fewer than a majority of the directors are
Incumbent Directors. "Incumbent Directors" shall mean directors who either (A)
are directors of the Company as of the date the Plan is approved by the
stockholders, or (B) are elected, or nominated for election, to the Board of
Directors of the Company with the affirmative votes of at least a majority of
the Incumbent Directors at the time of such election or nomination (but shall
not include an individual whose election or nomination is in connection with an
actual or threatened proxy contest relating to the election of directors to the
Company).

                                   SECTION 16
                       CONDITIONS UPON ISSUANCE OF SHARES

         16.1     Legal Compliance. Shares shall not be issued pursuant to the
exercise of an Award unless the exercise of such Award and the issuance and
delivery of Shares shall comply with Applicable Laws and shall be further
subject to the approval of counsel for the Company with respect to such
compliance.

         16.2     Investment Representations. As a condition to the exercise of
an Award, the Company may require the person exercising such Award to represent
and warrant at the time of any such exercise that the Shares are being purchased
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 17
INABILITY TO OBTAIN AUTHORITY

         The inability of the Company to obtain authority from any regulatory
body having jurisdiction, which authority is deemed by the Company's counsel to
be necessary to the lawful issuance and sale of any Shares hereunder, shall
relieve the Company of any liability in respect of the failure to issue or sell
such Shares as to which such requisite authority shall not have been obtained.

                                   SECTION 18

RESERVATION OF SHARES

         The Company, during the term of this Plan, will at all times reserve
and keep available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan.

                                       22
<PAGE>

                                   SECTION 19
                               LEGAL CONSTRUCTION

         19.1     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.

         19.2     Severability. In the event any provision of the Plan shall be
held illegal or invalid for any reason, such 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.

         19.3     Requirements of Law. The granting of Awards and the issuance
of Shares under the Plan shall be subject to all Applicable Laws.

         19.4     Securities Law Compliance. With respect to Section 16 Persons,
transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3. To the extent any provision of the Plan, Award
Agreement or action by the Committee fails to so comply, it shall be deemed null
and void, to the extent permitted by law and deemed advisable by the Committee.

         19.5     Governing Law. The Plan and all Award Agreements shall be
construed in accordance with and governed by the laws of the State of Delaware.

         19.6     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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