Exhibit 10.6


 


A123
SYSTEMS, INC.


 


Management
Incentive Stock Option Agreement


Granted
Under 2009  Stock Incentive Plan


 


1.                                       Grant of Option.


 


This agreement evidences the grant by A123 Systems, Inc., a
Delaware corporation (the “Company”), on             
    , 20      (the
“Grant Date”) to                      ,
an employee of the Company (the “Participant”), of an option to purchase, in
whole or in part, on the terms provided herein and in the Company’s 2009 Stock
Incentive Plan (the “Plan”), a total of                 
  shares (the “Shares”) of common stock, $.001  par
value per share, of the Company (“Common Stock”), at $            
per Share. Unless earlier terminated, this option shall expire at 5:00 p.m.,
Eastern time, on             
    , 20      (the
“Final Exercise Date”).


 


It is intended that the option evidenced by this agreement shall be an
incentive stock option as defined in Section 422 of the Internal Revenue
Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”).  Except as otherwise indicated by the context,
the term “Participant”, as used in this option, shall be deemed to include any
person who acquires the right to exercise this option validly under its terms.


 


2.                                       Vesting Schedule.


 


(a)                                  This option will become exercisable (“vest”)
as to 25% of the original number of Shares on the first  anniversary
of the Vesting Commencement Date and as to an additional 6.25% of the original
number of Shares at the end of each successive  three-month  period following the first anniversary of the Vesting
Commencement Date until the fourth anniversary of the Vesting Commencement
Date. For purposes of this Agreement, “Vesting Commencement Date” shall mean             
    , 20    .


 


(b)                                 The right of exercise shall be cumulative
so that to the extent the option is not exercised in any period to the maximum
extent permissible it shall continue to be exercisable, in whole or in part,
with respect to all Shares for which it is vested until the earlier of the
Final Exercise Date or the termination of this option under Section 3
hereof or the Plan.


 


(c)                                  Upon the occurrence of a Change of
Control (as defined below) of the Company, the vesting of this option under Section 2(a) above
shall be accelerated in part so that the option shall become exercisable for an
additional number of shares equal to 50% of the Shares that remain unvested
hereunder.  The remaining 50% of such
unvested Shares shall continue to become vested in accordance with Section 2(a) above,
except that the actual number of Shares vesting on each subsequent vesting date
shall be reduced by 50%.


 


(d)                                 If the Participant’s employment with the
Company is terminated by the Company (other than for Cause, Disability or
death) or by the Participant for Good Reason within 12 months following a
Change in Control, then, provided the Participant executes a release of


 

















 


claims
drafted by the Company’s counsel and it becomes binding, the vesting of this
option under Section 2(a) above shall be accelerated in full so that
the option shall become exercisable for 100% of the Shares.


 


(e)                                  For purposes of this Section 2, a “Change
of Control” of the Company shall mean the sale of all or substantially all of
the capital stock (other than the sale of capital stock to one or more venture
capitalists or other institutional investors pursuant to an equity financing
(including a debt financing that is convertible into equity) of the Company
approved by a majority of the Board of Directors of the Company), assets or
business of the Company, by merger, consolidation, sale of assets or otherwise
(other than a merger or consolidation in which all or substantially all of the
individuals and entities who were beneficial owners of the Common Stock
immediately prior to such transaction beneficially own, directly or indirectly,
more than 50% of the outstanding securities entitled to vote generally in the
election of directors of the resulting, surviving or acquiring corporation in
such transaction).


 


(f)                                    For purposes of this Section 2, “Cause”
shall mean:


 


(1)                                  a good faith finding by a majority of the
Board of Directors of the Company (excluding the vote of the Participant, if
then a member of the Board) that (a) the Participant has failed to perform
his or her reasonably assigned material duties for the Company; (b) the
Participant has engaged in gross negligence or willful misconduct, which has or
is expected to have a material detrimental effect on the Company, (c) the
Participant has engaged in fraud, embezzlement or other material dishonesty, (d) the
Participant has engaged in any conduct which would constitute grounds for
termination for violation of the Company’s policies in effect at that time; or (e) the
Participant has breached any material provision of any nondisclosure, invention
assignment, non-competition or other similar agreement between the Participant
and the Company and, if amenable to cure, has not cured such breach after
reasonable notice from the Company; or


 


(2)                                        the conviction by
the Participant of, or the entry of a pleading of guilty or nolo contendere by
the Participant to, any crime involving moral turpitude or any felony.


 


(g)                                 For purposes of this Section 2, “Good
Reason” shall mean the occurrence, without the Participant’s written
consent, of any of the events or circumstances set forth in clauses (1) through
(4) below.


 


(1)                                  the assignment to the Participant of
duties that involve less authority and responsibility for the Participant and
are materially inconsistent with the Participant’s position, authority or
responsibilities in effect immediately prior to the earliest to occur of (i) the
occurrence of a Change in Control, (ii) the date of the execution by the
Company of the initial written agreement or instrument providing for the Change
in Control and (iii) the date of the adoption by the Board of Directors of
the Company of a resolution providing for the Change in Control;


 


(2)                                  relocation of the Participant’s primary
place of business to a location that results in an increase in the Participant’s
daily one way commute of at least thirty (30) miles;


 


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(3)                                  reduction of the Participant’s annual
base salary without the Participant’s prior consent (other than in connection
with, and substantially proportionate to, reductions by the Company of the annual
base salary of more than 75% of its employees); or


 


(4)                                  the failure of the Company to obtain the
agreement from any successor to the Company to assume and agree to perform
under a retention agreement between the Company and the Participant, if applicable.


 


Notwithstanding
the occurrence of any of the foregoing events or circumstances, such occurrence
shall not be deemed to constitute Good Reason unless (x) the Participant
gives the Company written notice no more than 90 days after the initial
existence of such event or circumstance and (y) such event or circumstance
has not been fully corrected and the Participant has not been reasonably
compensated for any losses or damages resulting therefrom within 30 days of the
Company’s receipt of such notice.


 


(h)                                 For purposes of this Section 2, “Disability”
shall mean the Participant’s absence from the full-time performance of the
Participant’s duties with the Company for 180 consecutive calendar days as a
result of incapacity due to mental or physical illness which is determined to
be total and permanent by a physician selected by the Company or its insurers
and acceptable to the Participant or the Participant’s legal representative.


 


3.                                       Exercise of Option.


 


(a)                                  Form of Exercise. 
Each election to exercise this option shall be in writing, in
substantially the form of Notice of Stock Option Exercise attached hereto as Exhibit A,
signed by the Participant, and received by the Company at its principal office,
accompanied by this agreement, and payment in full in the manner provided in
the Plan.  The Participant may purchase
less than the number of shares covered hereby, provided that no partial
exercise of this option may be for any fractional share.


 


(b)                                 Continuous Relationship with the Company
Required.  Except as otherwise provided in this Section 3,
this option may not be exercised unless the Participant, at the time he or she
exercises this option, is, and has been at all times since the Grant Date, an
employee, officer or director of, or consultant or advisor to, the Company or
any parent or subsidiary of the Company as defined in Section 424(e) or
(f) of the Code (an “Eligible Participant”).


 


(c)                                  Termination of Relationship with the
Company.  If the Participant ceases to be an Eligible
Participant for any reason, then, except as provided in paragraphs (d) and
(e) below, the right to exercise this option shall terminate  three months after such cessation (but in no event after
the Final Exercise Date), provided  that this option shall be
exercisable only to the extent that the Participant was entitled to exercise
this option on the date of such cessation. 
Notwithstanding the foregoing, if the Participant, prior to the Final
Exercise Date, violates the non-competition or confidentiality provisions of
any employment contract, confidentiality and nondisclosure agreement or other
agreement between the Participant and the Company, the right to exercise this
option shall terminate immediately upon written notice to the Participant from
the Company describing  such
violation.


 


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(d)                                 Exercise Period Upon Death or Disability. 
Upon the occurrence of the Participant’s death or Disability prior to
the Final Exercise Date while he or she is an Eligible Participant and the
Company has not terminated such relationship for Cause, this option shall be
exercisable, within the period of one year following the date of death or
Disability of the Participant, by the Participant (or in the case of death by
an authorized transferee), provided that this option shall
be exercisable only to the extent that this option was exercisable by the
Participant on the date of his or her death or Disability, and further provided
that this option shall not be exercisable after the Final Exercise Date.


 


(e)                                  Termination for Cause. 
If, prior to the Final Exercise Date, the Participant’s employment is
terminated by the Company for Cause, the right to exercise this option shall
terminate immediately upon the effective date of such termination of
employment.  If, prior to the Final
Exercise Date, the Participant is given notice by the Company of the
termination of his or her employment by the Company for Cause, and the
effective date of such employment termination is subsequent to the date of
delivery of such notice, the right to exercise this option shall be suspended
from the time of the delivery of such notice until the earlier of (i) such
time as it is determined or otherwise agreed that the Participant’s employment
shall not be terminated for Cause as provided in such notice or (ii) the
effective date of such termination of employment (in which case the right to
exercise this option shall, pursuant to the preceding sentence, terminate upon
the effective date of such termination of employment).  The Participant shall be considered to have
been discharged for Cause if the Company determines, within 30 days after the
Participant’s resignation, that discharge for cause was warranted.


 


4.                                       Tax Matters.


 


(a)                                  Withholding. 
No Shares will be issued pursuant to the exercise of this option unless
and until the Participant pays to the Company, or makes provision satisfactory
to the Company for payment of, any federal, state or local withholding taxes
required by law to be withheld in respect of this option.


 


(b)                                 Disqualifying Disposition. 
If the Participant disposes of Shares acquired upon exercise of this
option within two years from the Grant Date or one year after such Shares were
acquired pursuant to exercise of this option, the Participant shall notify the
Company in writing of such disposition.


 


5.                                       Nontransferability of Option.


 


This option may not be sold, assigned, transferred, pledged or
otherwise encumbered by the Participant, either voluntarily or by operation of
law, except by will or the laws of descent and distribution, and, during the
lifetime of the Participant, this option shall be exercisable only by the
Participant.


 


6.                                       Retention Agreement.


 


The Company and the
Participant are party to an Executive Retention Agreement, dated as of                         ,
20     (the “Retention Agreement”). The Participant
acknowledges that the provisions of this option agreement are intended to be
consistent with the Retention Agreement


 


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and in no event shall the
vesting provisions set forth in the Retention Agreement increase the vesting
benefits set forth in this option agreement, or vice versa.


 


7.                                       Provisions of the Plan.


 


This option is subject to the provisions of the Plan (including the
provisions relating to amendments to the Plan), a copy of which is furnished to
the Participant with this option.


 


[Remainder of Page Intentionally
Left Blank]


 


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IN WITNESS WHEREOF, the Company has caused this option to be executed
under its corporate seal by its duly authorized officer.  This option shall take effect as a sealed
instrument.


 


	
   

  	
  A123 Systems, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


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PARTICIPANT’S ACCEPTANCE


 


The undersigned hereby accepts the foregoing option and agrees to the
terms and conditions thereof.  The
undersigned hereby acknowledges receipt of a copy of the Company’s 2009 Stock
Incentive Plan.


 


	
   

  	
  PARTICIPANT:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  



 


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Exhibit A


 


NOTICE OF STOCK
OPTION EXERCISE


 


Date:
        


 


A123 Systems, Inc.


Arsenal on the Charles


321 Arsenal Street


Watertown, MA  02472


 


Attention:  Treasurer


 


Dear Sir or Madam:


 


I am the holder of an Incentive Stock Option granted to me under the
A123 Systems, Inc. (the “Company”) 2009 Stock Incentive Plan on                     
for the purchase of                     
shares of Common Stock of the Company at a purchase price of $                    
per share.


 


I hereby exercise my option to purchase                   
shares of Common Stock (the “Shares”), for which I have enclosed               
in the amount of $                .  Please register my stock certificate as
follows:


 


	
  Name(s) to Appear
  on Stock Certificate:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Address:

  	
   

  
	
   

  	
   

  
	
  Tax I.D. #:

  	
   

  



 


 


	
  Very truly yours,

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Signature)