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ADVANCED POWER TECHNOLOGY, INC.
STOCK OPTION PLAN INFORMATION
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This document constitutes part of a prospectus
covering securities that have been registered
under the Securities Act of 1933
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GENERAL PLAN INFORMATION
Advanced Power Technology, Inc. (the "Company") established the Advanced
Power Technology, Inc. Stock Option Plan as amended (the "Plan") to provide a
performance incentive for officers, directors and selected employees, and to
enable these individuals to acquire or increase proprietary interest in the
success of the Company. The effective date of the Plan was December 31, 1995.
The Company is the Registrant. The Plan has been approved by the Company's
shareholders.
Pursuant to the terms of the Plan, the Company's Board of Directors (the
"Board") has reserved the right to terminate, modify, or amend the Plan subject
to the following restriction: The Board must obtain shareholder approval for any
amendment that (1) increases the number of shares of Common Stock available
under the Plan, (2) changes the Plan's eligibility provisions, or (3) requires
shareholder approval under applicable law.
The Plan Administrator may modify or amend outstanding options granted
under the Plan, provided modification or amendment of an outstanding option
shall not, without the consent of the optionee, impair or diminish any of the
optionee's rights or any of the obligations of the Company. Except as otherwise
provided in the Plan, no outstanding option shall be terminated without the
consent of the optionee. The Plan is not subject to Section 401(a) of the
Internal Revenue Code of 1986 (the "Code") or the Employee Retirement Income
Security Act of 1974, as amended ("ERISA").
The "Plan Administrator" is the Board, unless the Board authorizes and
appoints a committee to serve as Plan Administrator. The Board may appoint the
members of the committee for such terms as the Board may determine. The Board
may from time to time remove members from, or add members to, the committee.
Vacancies on the committee, however caused, may be filled by the Board.
The Plan Administrator acts as the manager of the Plan, possessing
discretionary authority to determine all matters relating to the options to be
granted. The Plan Administrator has the sole authority to interpret the
provisions of the Plan, any option issued under the Plan, and any rule or
regulation applicable to the Plan. The Plan Administrator's interpretation is
conclusive and binding on all interested parties.
Participants in the Plan may obtain additional information about the Plan
from Advanced Power Technology, Inc., whose address is 405 S.W. Columbia Street,
Bend, Oregon 97702, and whose telephone number is (541) 382-8028.
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SECURITIES TO BE OFFERED
The stock available under the stock options granted under the Plan are
shares (the "Shares") of the Company's authorized but unissued common stock,
with $.01 value ("Common Stock"). The total number of Shares that may be issued
pursuant to options under the Plan shall not exceed an aggregate of 1,500,000.
EMPLOYEES WHO MAY PARTICIPATE IN THE PLAN
The Plan provides that the Plan Administrator shall select the individuals
to be granted options under the Plan, provided that an incentive stock option
may be granted only to any individual who, at the time the option is granted, is
an employee of the Company or any related corporation. The option shall be
subject to a vesting schedule established in each individual Option Agreement,
unless such schedule is waived by the Plan Administrator.
The Plan provides for the granting of both incentive stock options under
Section 422 of the Code and non-statutory options. An option shall be exercised
by the expiration of the three month period following cessation of employment in
the case of an incentive stock option, or within 90 days of the cessation of an
Optionee's relationship with the Company in the case of a nonqualified stock
option. The Plan Administrator shall have sole discretion in a particular
circumstance to extend the exercise period following such cessation beyond that
specified above. However, any extension beyond three months from the date of
termination shall apply only to nonqualified stock options.
PURCHASE OF SECURITIES OFFERED
The purchase price per Share under each option shall be as established by
the Plan Administrator, provided that if incentive stock options are granted to
employees, the exercise price shall be not less than the fair market value of
the Common Stock at the time the incentive stock option is granted. Further, if
incentive stock options are granted to employees who own more than 10% of the
total combined voting power of all classes of stock of the Company or any
related corporation, the exercise price shall be not less than 110% of the fair
market value of the Common Stock at the time the incentive stock option is
granted. An optionee must exercise his or her option, if at all, before it
expires. Each option shall expire on the tenth anniversary of the date on which
the option was granted, except in the case of incentive stock options granted to
employees who own more than 10% of the total combined voting power of all
classes of stock of the Company or any related corporation which shall expire
not later than the fifth anniversary of the date on which the option was
granted.
Payment of the option exercise price shall be made in full at the time the
optionee delivers the notice of exercise to the Company. Payment shall be in
cash, bank-certified check, cashier's check, or personal check (unless at the
time of exercise the Plan Administrator in a particular case determines not to
accept a personal check). Upon exercise of an option, the optionee will purchase
authorized but unissued Common Stock from the Company. The Company will not
impose any fees, commissions, or charges. The Company will receive the entire
purchase price as stated in each option agreement.
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RESALE RESTRICTIONS
In certain situations directors and principal shareholders of the Company
who receive options may not, for a period of six months following the initial
grant of the option, sell the corresponding shares of Common Stock.
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FEDERAL INCOME TAX CONSEQUENCES
The grant of a stock option will not trigger taxable income to the
optionee. When any part of the non-statutory option is exercised, the optionee
is deemed to have received ordinary income in an amount equal to the fair market
value of the Common Stock received, minus the corresponding option price. In the
event an optionee cannot sell Shares acquired through the exercise of an option
without incurring liability under Section 16(b) of the Securities Exchange Act
of 1934, the recognition of income is delayed (unless the optionee elects
otherwise under Section 83(b) of the Code within 30 days of the exercise) until
the earlier of (i) the end of six months after the purchase of the stock or (ii)
the first day the restriction ceases.
The exercise of an incentive stock option does not result in taxable income
to the optionee, however, it could result in alternative minimum tax. If an
optionee exercises incentive stock options and does not dispose of the Shares
received within two years after the date of the grant of such stock options or
within one year after the issuance of the Shares to him or her, any gain
realized upon disposition will be characterized as long-term capital gain. In
such case, the Company will not be entitled to a tax deduction. If the optionee
disposes of the shares either within two years after the date that the options
are granted or within one year after the issuance of the Shares to him or her,
such disposition will be treated as a disqualifying disposition and an amount
equal to the lesser of (i) the fair market value of the Shares on the date of
exercise minus the exercise price, or (ii) the amount realized on the
disposition minus the exercise price, will be taxed as ordinary income to the
optionee in the taxable year in which the disposition occurs.
The Company may claim a tax deduction equal to the amount of ordinary
income realized by the optionee. Unless the optionee is an independent
contractor or foreign resident, the Company is generally required to withhold
the income and employment taxes applicable to the income the optionee recognizes
on the exercise of a non-statutory stock option. The Company may withhold from
regular wages or supplemental wages, or otherwise insure that the taxes required
to be withheld are available for payment, including the withholding of an
appropriate number of Shares to be issued upon the exercise of the option.
The foregoing is a summary of the complex federal income tax laws affecting
the exercise of stock options. State and local income tax consequences may
differ. An optionee who intends to exercise an option or sell or otherwise
dispose of stock acquired through the exercise of an option should consult his
or her own tax advisor regarding the possible federal, state, and local income
tax consequences.
ASSIGNMENT AND FORFEITURE OF INTEREST
Options granted under the Plan and the rights and privileges conferred
thereby may not be transferred, assigned, pledged, or hypothecated in any manner
(whether by operation of law or otherwise), other than by will or applicable
laws of descent and distribution. Options shall not be subject to execution,
attachment, or similar process. Upon any attempt to transfer, assign, pledge,
hypothecate, or otherwise dispose of any option under the Plan, or any rights or
privilege conferred by the Plan, contrary to the provisions of the Plan, or upon
the sale or levy or any attachment or similar process upon the rights and
privileges conferred by the Plan, such option shall thereupon terminate and
become void. No person may create a lien on any funds, securities, or other
property held under the Plan.
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Options granted under the Plan shall be exercisable for three months after
termination of employment for reasons other than for "cause" (as defined in the
Plan), or such longer period as may be approved by the Plan Administrator. If an
employee is terminated for "cause," the options shall immediately expire. If an
incentive stock option is not exercised within three months after termination of
employment, the option shall be treated as a non-statutory option.
INFORMATION ABOUT THE COMPANY
The following documents are available to holders of options without charge,
upon written or oral request to the Company. Requests should be directed to the
Company's office at 405 S.W. Columbia Street, Bend, Oregon 97702, and whose
telephone number is (541) 382-8028.
(a) The Registrant's most recent prospectus filed pursuant to Rule 424(b)
containing audited financial states in the registration statement on Form S-1,
filed under File No. 333-38418 and declared effective on August 7, 2000.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
annual report or prospectus referred to in (a) above.
(c) Information as to stock options, including the amount outstanding,
exercises, prices, and expiration dates, which will be included in the future
either in the Company's proxy statements, annual reports, or appendices to the
prospectus.
November 13, 2000
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