<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under The Securities Exchange Act of 1934
(Amendment No. 1)*
Unique Mobility, Inc.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
909154 10 6
(CUSIP Number)
D. Stephen Antion, Esq.
O'Melveny & Myers LLP
400 S. Hope Street, Los Angeles, CA 90071
Telephone (213) 669-6000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 2, 1998
(Date of Event Which Requires Filing
Of This Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or
(4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes.)
(Continued on following pages)
PAGE 1 OF 30 PAGES
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EV Global Motors Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,455,806 shares.**
BENEFICIALLY 8 SHARED VOTING POWER
None
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 1,455,806 shares.**
REPORTING PERSON
WITH 10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,455,806 shares.**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.96%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** All such shares are held of record by EV Global Motors
Company. LKL Family Limited Partnership, Lee Iacocca &
Associates, Inc. and Lido A. Iacocca are each control
persons of EV Global Motors Company.
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LKL Family Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A**
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES 7 SOLE VOTING POWER
1,455,806 shares.**
BENEFICIALLY 8 SHARED VOTING POWER
None
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 1,455,806 shares.**
REPORTING PERSON
WITH 10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,455,806 shares.**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.96%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** All such shares are held of record by EV Global Motors
Company. LKL Family Limited Partnership, Lee Iacocca &
Associates, Inc. and Lido A. Iacocca are each control
persons of EV Global Motors Company.
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lee Iacocca & Associates, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A**
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan
NUMBER OF
SHARES 7 SOLE VOTING POWER
1,455,806 shares.**
BENEFICIALLY 8 SHARED VOTING POWER
None
OWNED BY
EACH
REPORTING PERSON 9 SOLE DISPOSITIVE POWER
1,455,806 shares.**
WITH 10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,455,806 shares.**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.96%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** All such shares are held of record by EV Global Motors
Company. LKL Family Limited Partnership, Lee Iacocca &
Associates, Inc. and Lido A. Iacocca are each control
persons of EV Global Motors Company.
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lido A. Iacocca
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A**
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF
SHARES 7 SOLE VOTING POWER
1,457,806 shares.**
BENEFICIALLY 8 SHARED VOTING POWER
None
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 1,457,806 shares.**
REPORTING PERSON
WITH 10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,457,806 shares.**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.97%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** 1,455,806 of such shares are held of record by EV Global
Motors Company. LKL Family Limited Partnership, Lee Iacocca
& Associates, Inc. and Lido A. Iacocca are each control
persons of EV Global Motors Company.
<PAGE>
This Amendment No. 1 amends the information contained in the
Statement on Schedule 13D filed by EV Global Motors Company, LKL
Family Limited Partnership, Lee Iacocca & Associates, Inc. and
Lido A. Iacocca on June 27, 1997, and is being filed on behalf of
such persons pursuant to Rule 13d-2 promulgated under the
Securities Exchange Act of 1934, as amended (the "Act").
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is amended by replacing the address of the principal place
of business of each person filing this statement on Schedule 13D
with the following address:
10900 Wilshire Boulevard, Suite 520, Los Angeles,
California 90024.
Schedule A is amended by deleting it in its entirety and
replacing it with Schedule A hereto.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is amended by deleting it in its entirety and replacing it
with the following:
EV Global expended $3,192,318.39 in its purchase of an
aggregate of 1,151,925 shares of the common stock of the Company
(the "Shares"). EV Global also paid $131,250.00 to acquire
warrants to purchase an aggregate of 350,000 shares of common
stock of the Company (the "Warrants"). Payment was made from
funds raised in June 1997 by EV Global in a private placement
transaction (the "Private Placement"). In the Private Placement,
Terra Trust Investment AG, GLORIOUS LTD, Gaiwin B.V. and LKL
Family Limited Partnership (collectively, the "Investors")
purchased an aggregate of 124,000 shares of EV Global Series A
Preferred Stock for an aggregate purchase price of $6,200,000.00.
EV Global consummated the Private Placement in order to raise
funds for general corporate and working capital purposes for its
electric vehicle business including, as part of EV Global's
overall strategic plan, the acquisition of the Shares and the
Warrants. On each of July 31, 1997 and August 14, 1997, EV
Global exercised 50% of the Warrants using their net issuance
feature and thereby acquired a total of 233,122 additional shares
of the common stock of the Company. In addition, on July 31,
1997, EV Global acquired 200,000 shares of the Company's common
stock (the "Exchanged Shares") in exchange for the issuance to
the Company of 400,000 shares of EV Global's common stock, no par
value. In August 1997 upon becoming a director of the Company,
Mr. Iacocca was issued 2,000 shares of the Company's common
stock.
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is amended by deleting it in its entirety and replacing it
with the following:
EV Global acquired the Shares and its rights in the Warrants
and the Exchanged Shares for investment purposes, strategic
business purposes and to provide liquidity to the Investors in
accordance with the Exchange Right (as such term is defined in
Item 6(c) below). EV Global does not have any plans or proposals
relating to Item 4(a) through 4(j) of Schedule 13D except as set
forth in the following paragraphs.
EV Global exercised the Warrants utilizing their net
issuance feature in two blocks, one on July 31, 1997 whereby EV
Global received 116,053 shares of the Company's common stock and
the second on August 14, 1997 whereby EV Global received 117,069
shares of the Company's common stock. The Warrants were issued
and exercised in furtherance of EV Global's strategic alliance
with the Company to develop drive train systems and components
for EV Global's future products (see the joint press release of
June 26, 1997 issued by the Company and EV Global attached to the
original Schedule 13D as Exhibit 7.4 and incorporated herein by
reference). In addition, Mr. Iacocca has become a member of the
Board of Directors of the Company. Upon becoming a director of
the Company in August 1997, Mr. Iacocca was issued 2,000 shares
of the Company's common stock. Items 6(c) through 6(f) below are
incorporated herein by reference.
Pursuant to a Stock Purchase Agreement dated as of February
2, 1998 between EV Global and Energy Conversion Devices, Inc.
("ECD"), EV Global sold 129,241 shares of the Company's common
stock to ECD. In accordance with the Stock Purchase Agreement,
EV Global also sold 250,000 shares of its common stock to ECD and
purchased 146,924 shares, and warrants to purchase 133,658
shares, of ECD's common stock. The Stock Purchase Agreement was
entered into as part of a strategic alliance whereby the Company,
ECD and EV Global intend to utilize their respective technology
and expertise to design, develop, market and sell light electric
transportation systems, with the Company focusing on motors and
controllers, ECD focusing on electric power supplies and EV
Global focusing on the marketing and distribution of finished
products. A copy of the Stock Purchase Agreement is attached
hereto as Exhibit 7.6 and is incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended by deleting it in its entirety and replacing it
with the following:
(a)-(b) As of February 23, 1998, the Reporting Persons and
the other persons identified in Item 2 of this Schedule 13D
beneficially owned the number and percentage of shares of Common
Stock of the Company indicated below:
<TABLE>
<S> <C> <C>
Number Percentage of
Name of Shares Outstanding Shares<1>
EV Global Motors Company 1,455,806 9.96%
LKL Family Limited Partnership 1,455,806<2> 9.96%
Lee Iacocca & Associates, Inc. 1,455,806<2> 9.96%
Lido A. Iacocca 1,457,806<3> 9.97%
______________
<FN>
<1> Based upon 14,618,546 shares of Common Stock reported to be
outstanding at February 9, 1998 in the Company's Quarterly
Report on Form 10-Q for the quarterly period ended December
31, 1997.
<2> These shares are owned by EV Global. EV Global has the sole
power to vote and dispose of all of the shares owned by it.
See Item 2.
<3> 1,455,806 of these shares are owned by EV Global. EV Global
has the sole power to vote and dispose of all of the shares
owned by it. The remaining 2,000 of these shares are owned
by Lido A. Iacocca, who has the sole power to vote and
dispose of all of the shares owned by him. See Item 2.
</FN>
</TABLE>
(c) Paragraph (e) of Item 6 is incorporated herein by
reference.
(d) No other person has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the
sale of, the Shares set forth above.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP
WITH RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is amended by deleting it in its entirety and replacing it
with the following:
(a) On June 5, 1997, EV Global entered into a Warrant
Purchase Agreement (the "Warrant Purchase Agreement")
with Frippoma SA pursuant to which EV Global agreed to
purchase from Frippoma SA warrants to purchase 350,000
shares of Common Stock of the Company. EV Global paid
Frippoma SA $0.375 per unit for such warrants, for an
aggregate purchase price of $131,250.00. A copy of the
Warrant Purchase Agreement is attached to the original
Schedule 13-D as Exhibit 7.2 and is incorporated herein
by reference.
(b) On June 20, 1997, pursuant to a Stock Purchase
Agreement (the "Stock Purchase Agreement") dated as of
June 20, 1997 by and between EV Global and Alcan
Aluminium Limited ("Alcan"), EV Global purchased
1,151,925 shares of common stock of the Company at a
price per share equal to approximately $2.77, for an
aggregate purchase price of $3,192,318.39. The
transaction was consummated in Los Angeles, California
upon the receipt by EV Global of Stock Certificates
(together with duly executed stock transfer powers)
representing such shares and the delivery by EV Global
to Alcan of a cashier's check in the above amount. A
copy of the Stock Purchase Agreement is attached to the
original Schedule 13-D as Exhibit 7.3 and is
incorporated herein by reference.
(c) In connection with the Private Placement, EV Global
agreed to provide to the Investors the right to
exchange (the "Exchange Right") up to 50% of their
shares of Series A Preferred Stock of EV Global for
shares of the Company. Each eligible share of EV
Global Series A Preferred Stock is exchangeable into
the amount of the Company's common stock that is the
lesser of: (a) 4.893 shares or (b) the number of shares
equal to $50.00 divided by the average of the last
reported sales price of the Company's common stock on
the American Stock Exchange (or such other securities
exchange as is then the principal exchange for the
Company's stock) for the fifteen consecutive business
days preceding the date of exercise of the Exchange
Right. The above calculations are subject to a
proportional adjustment in the event that any Investor
has previously converted shares of its EV Global Series
A Preferred Stock into shares of EV Global common
stock. The Exchange Right is exercisable commencing on
June 20, 1998 and will terminate on December 20, 1999.
(d) On July 31, 1997, pursuant to a Stock Purchase
Agreement dated as of June 30, 1997 by and between the
Company and EV Global, EV Global acquired 200,000
shares of the Company's common stock in exchange for
the issuance to the Company of 400,000 shares of EV
Global common stock. The transaction was consummated
by the mailing of stock certificates representing the
shares being issued to each of the Company and EV
Global to the respective purchaser. Pursuant to such
Stock Purchase Agreement, the Company agreed to
register the resale of the common stock of the Company
held by EV Global under the Securities Act of 1933, as
amended, and the Company has filed a Registration
Statement on Form S-3 with the Securities and Exchange
Commission with respect thereto.
(e) On February 2, 1998, pursuant to a Stock Purchase
Agreement dated as of February 2, 1998, EV Global sold
129,241 shares of the Company's common stock held by
it, together with 250,000 shares of its common stock,
to ECD in exchange for 146,924 shares, and warrants to
purchase 133,658 shares, of ECD's common stock. The
transaction was consummated in Detroit, Michigan by the
exchange of stock certificates and warrants between
representatives of EV Global and ECD.
(f) Upon becoming a director of the Company in August 1997,
Mr. Iacocca was issued 2,000 shares of the Company's
common stock, and was granted options to purchase
16,000 shares of the Company's common stock pursuant to
the Unique Mobility, Inc. Stock Option Plan for Non-
Employee Directors. The options become exercisable in
three equal annual installments commencing on the first
anniversary of Mr. Iacocca's service as a director. A
copy of the Non-Qualified Stock Option Agreement is
attached hereto as Exhibit 7.7 and is incorporated
herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is amended by adding the following Exhibits:
Item 7.5 Agreement of Joint Filing by and among EV Global, LKL,
LIA and Lido A. Iacocca dated February 22, 1998.
Item 7.6 Stock Purchase Agreement dated as of February 2, 1998
by and between EV Global Motors Company and Energy
Conversion Devices, Inc.
Item 7.7 Non-Qualified Stock Option Agreement dated as of August
20, 1997 between Unique Mobility, Inc. and Lee Iacocca.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of the
undersigneds' knowledge and belief, each of the undersigned
certifies that the information set forth in this statement is
true, complete and correct.
Dated: February 22, 1998
EV GLOBAL MOTORS COMPANY, a California
corporation
By:
Name: Alan M. Himelfarb
Title: President
LKL FAMILY LIMITED PARTNERSHIP
By: LEE IACOCCA & ASSOCIATES, INC.
Its General Partner
By:
Name: Lido A. Iacocca
Title: President
LEE IACOCCA & ASSOCIATES, INC., a
Michigan corporation
By:
Name: Lido A. Iacocca
Title: President
Lido A. Iacocca
<PAGE>
Schedule A
Directors and Executive Officers
The name, present principal occupation and present
business address of each executive officer and director of
EV Global Motors Company and Lee Iacocca & Associates, Inc.
are set forth below. All of the persons listed below are
United States citizens except for Anthony Lo, who is a
citizen of Taiwan.
<TABLE>
<CAPTION>
I. EV GLOBAL MOTORS COMPANY
<S> <C> <C> <C>
Name Position with EV Present Present
Global Motors Company Principal Occupation Business Address
Lido A. Iacocca Chairman and Chief Chairman and Chief 10900 Wilshire
Executive Officer, Executive Officer of EV Boulevard
Director Global Motors Company Suite 520
Los Angeles,
California 90024
Alan M. Himelfarb President and Chief President and Chief 10900 Wilshire
Operating Officer, Operating Officer of Boulevard
Director EV Global Motors Company Suite 520
Los Angeles,
California 90024
Ray Geddes Director Chairman and Chief 425 Corporate Circle
Executive Officer of Golden, Colorado 80401
Unique Mobility, Inc.
Anthony Lo Director President of Giant Shun-Farnn Road
Global Group Tachia, Taichung Hsien
Taiwan, Republic of
China
Dianne Wittenberg Director President 515 S. Figueroa St.
and Chief Executive Suite 950
Officer of Edison EV Los Angeles,
California 90071
Michael McCrory Director President of Millennium 1901 Central Drive
Financial Group, Inc. Suite 809
Bedford, Texas 76021
Edward Begley, Jr. Director Actor 3850 Moundview Avenue
Studio City,
California 91604
Dr. Stephen Rockwood Director Executive Vice 10260 Campus
President of Scientific Point Drive, MS C5
Applications San Diego, California
International 92121
Corporation
Dr. Daniel Sperling Director Professor of Civil One Shields Avenue
Engineering and Academic Surge
Environmental Studies Building
and Director of Room 2028
Institute of Davis, California
Transportation Studies 95616-8762
at University of
California, Davis
Irene DiVito Secretary and Treasurer Secretary and Treasurer 10900 Wilshire
of EV Global Motors Boulevard
Company Suite 520
Los Angeles,
California 90024
</TABLE>
<TABLE>
<CAPTION>
II. LEE IACOCCA & ASSOCIATES, INC.
<S> <C> <C> <C>
Name Position with Lee Present Present
Iacocca & Associates, Inc. Principal Occupation Business Address
Lido A. Iacocca President, Sole Director Chairman and Chief 10900 Wilshire
Executive Officer of EV Boulevard
Global Motors Company Suite 520
Los Angeles,
California 90024
Lia Iacocca Assad Secretary Consultant 48285 Monterra
Circle West
Palm Desert,
California 92660
</TABLE>
<PAGE>
Exhibit 7.5
Agreement of Joint Filing
(Pursuant to Rule 13d-1(f)(2))
February 22, 1998
EV Global Motors Company ("EV Global"), the LKL Family
Limited partnership, a Delaware limited partnership ("LKL"), Lee
Iacocca & Associates, Inc., a Michigan corporation ("LIA"), and
Lido A. Iacocca hereby agree that an Amendment No. 1 to
Securities and Exchange Commission ("SEC") Schedule 13D dated
February __, 1998, and relating the Common Stock, $0.01 par
value, of Unique Mobility, Inc., a Colorado corporation (the
"Issuer"), shall be jointly filed on behalf of each of them with
the SEC, the American Stock Exchange, the Boston Stock Exchange,
the Pacific Stock Exchange and the Issuer.
EV Global, LKL, LIA and Lido A. Iacocca further agree
and understand that they are not members of a group for purposes
of acquiring, selling or voting the securities of the Issuer and
that they have not entered into any agreement to act in concert
with relation to the securities of the Issuer.
EV GLOBAL MOTORS COMPANY
By: /s/ Alan M. Himelfarb
Name: Alan M. Himelfarb
Title: President
LKL FAMILY LIMITED PARTNERSHIP
By: LEE IACOCCA & ASSOCIATES, INC.
Its General Partner
By: /s/ Lido A. Iacocca
Name: Lido A. Iacocca
Title: President
LEE IACOCCA & ASSOCIATES, INC.
By: /s/ Lido A. Iacocca
Name: Lido A. Iacocca
Title: President
/s/ Lido A. Iacocca
Lido A. Iacocca
<PAGE>
Exhibit 7.6
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this "Agreement"), dated
as of February 2, 1998, is by and between ENERGY CONVERSION
DEVICES, INC., a Delaware corporation ("ECD"), and EV GLOBAL
MOTORS COMPANY, a California corporation ("EV Global").
RECITALS
EV Global is a company recently formed to develop and
market light electric transportation systems such as bicycles,
scooters and electric vehicles. Unique Mobility, Inc., a
Colorado corporation ("Unique"), develops and manufactures high
efficiency permanent magnet motors and controls for automotive,
industrial and aerospace applications, with an emphasis on
electric and hybrid electric vehicle propulsion systems. In June
1997, EV Global and Unique entered into a strategic partnership
that included an exchange of shares of their common stock.
ECD is a leader in the development of advanced nickel
metal hydride ("NiMH") rechargeable batteries and high efficiency
photovoltaic products. ECD, through its joint venture partners
and licensees, is pursuing the commercialization of NiMH battery
technology for use in electric and hybrid electric vehicles.
The parties have entered into this Agreement for the
purpose of forming a strategic relationship pursuant to which:
- the parties will cooperate in the further
development and commercialization of light
electric vehicles based upon their technologies;
- the parties will jointly investigate the use of
photovoltaic recharging stations to facilitate the
introduction and use of light electric vehicles;
- the Chairman of EV Global and Chairman of ECD will
each serve as a senior advisor to the other
company; and
- EV Global and ECD will exchange shares of their
common stock and EV Global will transfer to ECD
certain shares of the common stock of Unique held
by it.
<PAGE>
AGREEMENT
NOW, THEREFORE, in consideration of and subject to the
agreements, terms and conditions contained herein, the parties
hereto agree as follows:
ARTICLE I
PURCHASE AND SALE OF STOCK AND WARRANTS
1.1 Sale of ECD Common Stock and Warrants to Purchase ECD
Common Stock to EV Global. ECD hereby sells to EV Global, and EV
Global hereby purchases from ECD, 146,924 shares of ECD Common
Stock and warrants to purchase 133,658 shares of ECD Common Stock
(the "ECD Warrants") on the terms and subject to the conditions
set forth herein.
1.2 Sale of EV Global Common Stock and Unique Common Stock
to ECD. EV Global hereby sells to ECD, and ECD hereby purchases
from EV Global, 250,000 shares of EV Global Common Stock and
129,241 shares of the common stock, $0.01 par value, of Unique
(the "Unique Common Stock"), on the terms and subject to the
conditions set forth herein.
1.3 Purchase Price. The ECD Common Stock and ECD Warrants
shall constitute full satisfaction of the amount due to EV Global
for the purchase by ECD of the EV Global Common Stock and the
Unique Common Stock; and the EV Global Common Stock and the
Unique Common Stock shall constitute full satisfaction of the
amount due to ECD for the purchase by EV Global of the ECD Common
Stock and the ECD Warrants.
ARTICLE II
DELIVERIES MADE PURSUANT TO THIS AGREEMENT
2.1 Deliveries by EV Global. Concurrently with the
execution of this Agreement, EV Global is delivering to ECD the
following:
(a) a certificate evidencing the shares of EV Global
Common Stock purchased by ECD hereby, which certificate
shall bear the legend set forth in Section 3.4 below;
(b) a certificate evidencing the shares of Unique
Common Stock purchased by ECD hereby, together with a duly
endorsed stock transfer; and
(c) a certificate signed by the Secretary of EV Global
certifying that attached thereto is true and complete copy
of the resolutions duly adopted by the Board of Directors of
EV Global authorizing EV Global to execute and deliver, and
to perform its obligations under, this Agreement, and
authorizing the transactions contemplated hereby.
2.2 Deliveries by ECD. Concurrently with the execution of
this Agreement, ECD is delivering to EV Global the following:
(a) the ECD Warrants, in the form of Exhibits A-1 and
A-2 attached hereto;
(b) a certificate evidencing the shares of ECD Common
Stock purchased by EV Global hereby, which certificate shall
bear the legend set forth in Section 4.4 below; and
(c) a certificate signed by the Secretary of ECD
certifying that attached thereto is true and complete copy
of the resolutions duly adopted by the Board of Directors of
ECD authorizing ECD to execute and deliver, and to perform
its obligations under, this Agreement, and authorizing the
transactions contemplated hereby.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF ECD
ECD represents and warrants to EV Global as follows:
3.1 Organization of ECD. ECD is a corporation duly
organized, validly existing and in good standing under the laws
of the State of Delaware, has all requisite corporate power and
authority to own, lease and operate its properties and to carry
on its business as currently conducted and is duly qualified to
do business and is in good standing in the jurisdictions where
the nature of its business or the character of its properties
makes such qualification necessary, and where the failure to so
qualify would have a material adverse effect on its assets,
operations or financial condition, taken as a whole.
3.2 Authority Relative to Agreement. Neither the execution
and delivery of this Agreement by ECD nor consummation of the
transactions contemplated by this Agreement will conflict with or
result in a breach of any of the terms, conditions or provisions
of ECD's Certificate of Incorporation or bylaws, or violate any
statute or regulation, or any judgment, order, injunction, decree
or ruling of any court or governmental authority, or (subject to
obtaining any required consents) result in any breach of any of
the terms or provisions of, or result in a default under, or
invalidate or give any other party any right of cancellation or
termination of any agreement, contract, license or commitment to
which ECD is a party or by which ECD is bound. This Agreement
and the ECD Warrants have been duly authorized by all necessary
corporate action on the part of ECD and when executed and
delivered will be binding on and enforceable against ECD in
accordance with its terms except as such enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium and
other similar laws and equitable principles relating to or
limiting creditors' rights generally.
3.3 Capitalization. ECD's capital stock consists of
15,000,000 authorized shares of ECD Common Stock, 500,000
authorized shares of Class A Convertible Common Stock, par value
$0.01 per share (the "ECD Class A Stock"), and no other class of
capital stock. As of January 31, 1998, there were 10,607,737
shares of ECD Common Stock (including 42,000 shares held in
treasury) and 219,913 shares of ECD Class A Stock issued and
outstanding. ECD had reserved for issuance 3,779,853 shares of
ECD Common Stock under stock options, warrants and ECD's
Convertible Investment Securities as of January 31, 1998. No
other rights, subscriptions, warrants, options or agreements of
any kind to purchase or otherwise to acquire any shares of ECD
Common Stock or any securities or obligations of any kind
convertible into any shares of ECD Common Stock are outstanding.
ECD has no obligation to provide preemptive rights to any person.
3.4 Shares Validly Issued. The shares of ECD Common Stock
purchased by EV Global hereby are, and the shares of ECD Common
Stock to be issued upon the exercise of the ECD Warrants will be,
duly authorized, validly issued and outstanding and are fully
paid and non-assessable.
3.5 Investment Representation. ECD is purchasing EV Global
Common Stock for ECD's own account and not with a view to or for
sale in connection with any distribution of the EV Global Common
Stock. ECD has: (a) reviewed EV Global's Offering Memorandum
dated September 1997 (which ECD acknowledges has been provided to
it for information purposes only and not as an offer to sell
Series B Preferred Stock to ECD) and all filings made by Unique
prior to the date hereof with the United States Securities and
Exchange Commission (the "SEC"), (b) made as thorough and
complete an investigation of EV Global and Unique as ECD
considers prudent in the circumstances, (c) been delivered by EV
Global a prospectus dated October 7, 1997 related to the resale
of shares of Unique Common Stock, and (d) had made available to
it all information that it needs in order for it to make an
informed and intelligent decision to purchase the EV Global
Common Stock and the Unique Common Stock. ECD acknowledges that:
(i) the EV Global Common Stock may not be sold or transferred
unless either (A) it first shall have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or (B)
EV Global first shall have been furnished with an opinion of
outside legal counsel, reasonably satisfactory to EV Global to
the effect that such sale or transfer is exempt from the
registration requirements of the Securities Act; and (ii) each
certificate representing the EV Global Common Stock shall bear a
legend substantially in the following form:
"The shares represented by this certificate have not been
registered or qualified under the Securities Act of 1933, as
amended (the "Act") or any state securities law, and may not
be offered, sold, or otherwise transferred, pledged, or
hypothecated unless and until such shares are registered
under the Act or such laws or an opinion of counsel
satisfactory to the Company is furnished to the Company, to
the effect that such registration or qualification is not
required."
3.6 SEC Filings. ECD has filed with the SEC all material
forms, statements, reports and documents (including all exhibits,
amendments and supplements thereto) required to be filed by it
under the Securities Act, the Securities Exchange Act of 1934, as
amended, and the respective rules and regulations thereunder, all
of which complied in all material respects with all applicable
requirements of the appropriate act and the rules and regulations
thereunder (such forms, statements, reports and documents are
collectively referred to as the "SEC Filings"). ECD has
delivered or made available to EV Global accurate and complete
copies of all of its SEC Filings since June 30, 1997. As of
their respective dates, (i) each of ECD's past SEC Filings was
prepared in compliance in all material respects with the laws,
regulations and forms governing such SEC Filing; and (ii) none of
its past SEC Filings contained any untrue statement of a material
fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading.
3.7 No Broker or Finders. No agent, broker, finder,
investment or commercial banker or other person engaged by or
acting on behalf of ECD or its affiliates in connection with the
negotiation, execution or performance of this Agreement or
otherwise in connection with the transactions contemplated hereby
is or will be entitled to any brokerage or finder's or similar
fee or other commission as a result of this Agreement or the
transactions contemplated hereby.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF EV GLOBAL
EV Global represents and warrants to ECD as follows:
4.1 Organization of EV Global. EV Global is a corporation
duly organized, validly existing and in good standing under the
laws of the State of California, has all requisite corporate
power and authority to own, lease and operate its properties and
to carry on its business as currently conducted and is duly
qualified to do business and is in good standing in the
jurisdictions where the nature of its business or the character
of its properties makes such qualification necessary, and where
the failure to so qualify would have a material adverse effect on
its assets, operations or financial condition, taken as a whole.
4.2 Authority Relative to Agreement. Neither the execution
and delivery of this Agreement by EV Global nor consummation of
the transactions contemplated by this Agreement will conflict
with or result in a breach of any of the terms, conditions or
provisions of EV Global's Articles of Incorporation or bylaws, or
violate any statute or regulation, or any judgment, order,
injunction, decree or ruling of any court or governmental
authority, or (subject to obtaining any required consents) result
in any breach of any of the terms or provisions of, or result in
a default under, or invalidate or give any other party any right
of cancellation or termination of any agreement, contract,
license or commitment to which EV Global is a party or by which
EV Global is bound. This Agreement has been duly authorized by
all necessary corporate action on the part of EV Global and when
executed and delivered will be binding on and enforceable against
EV Global in accordance with its terms except as such
enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws and equitable
principles relating to or limiting creditors' rights generally.
4.3 Capitalization. EV Global's capital stock consists of
200,000,000 authorized shares of EV Global Common Stock,
15,000,000 shares of preferred stock and no other class of
capital stock. There are 19,600,000 shares of EV Global Common
Stock and 124,000 shares of Series A Preferred Stock outstanding
as of the date hereof. EV Global has reserved for issuance
851,640 shares of EV Global Common Stock under stock options and
warrants. Each share of Series A Preferred Stock is convertible
into 20 shares of EV Global Common Stock subject to adjustment
under certain circumstances. There are no other rights,
subscriptions, warrants, options or agreements of any kind to
purchase or otherwise to acquire any shares of EV Global Common
Stock or any securities or obligations of any kind convertible
into any shares of EV Global Common Stock are outstanding. EV
Global has no obligation to provide preemptive rights to any
person.
4.4 Shares Validly Issued; Title. The shares of EV Global
Common Stock purchased by ECD hereby are validly issued, fully
paid and non-assessable. EV Global is the record holder and full
beneficial owner of the Unique Common Stock acquired by ECD
pursuant to this Agreement. Upon delivery to EV Global of the
ECD Common Stock and ECD Warrants as contemplated by this
Agreement, ECD will acquire good and marketable title to such
Unique Common Stock, free and clear of any liens, charges,
claims, encumbrances, pledges, options, voting rights agreements,
rights of first refusal or other adverse claims except for such
as have been created by ECD.
4.5 Investment Representation. EV Global is purchasing ECD
Common Stock and the ECD Warrants for EV Global's own account and
not with a view to or for sale in connection with any
distribution of the ECD Common Stock or the ECD Warrants. EV
Global has reviewed ECD's Annual Report on Form 10-K for the year
ended June 30, 1997, its Quarterly Report for the quarter ended
September 30, 1997, and its Preliminary Proxy Statement on
Schedule 14A filed with the SEC on December 23, 1997, and has
made as thorough and complete an investigation of ECD as EV
Global considers prudent in the circumstances and has had made
available to it all information that it needs in order for it to
make an informed and intelligent decision to purchase the ECD
Common Stock. EV Global acknowledges that: (i) the ECD Common
Stock may not be sold or transferred unless either (A) it first
shall have been registered under the Securities Act, or (B) ECD
first shall have been furnished with an opinion of outside legal
counsel, reasonably satisfactory to ECD, to the effect that such
sale or transfer is exempt from the registration requirements of
the Securities Act; and (ii) until such time as the ECD Common
Stock becomes eligible for resale pursuant to Rule 144(k) under
the Securities Act, each certificate representing the ECD Common
Stock shall bear a legend substantially in the following form:
"The shares represented by this certificate have not been
registered or qualified under the Securities Act of 1933, as
amended (the "Act") or any state securities law, and may not
be offered, sold, or otherwise transferred, pledged, or
hypothecated unless and until such shares are registered
under the Act or such laws or an opinion of counsel
satisfactory to the Company is furnished to the Company, to
the effect that such registration or qualification is not
required."
4.6 No Broker or Finders. No agent, broker, finder,
investment or commercial banker or other person engaged by or
acting on behalf of EV Global or its affiliates in connection
with the negotiation, execution or performance of this Agreement
or otherwise in connection with the transactions contemplated
hereby is or will be entitled to any brokerage or finder's or
similar fee or other commission as a result of this Agreement or
the transactions contemplated hereby.
ARTICLE V
MISCELLANEOUS PROVISIONS
5.1 NASD Application. Promptly following the execution of
this Agreement, ECD shall prepare and file an application for the
listing of the ECD Common Stock purchased hereby, and the shares
of ECD Common Stock reserved for issuance upon exercise of the
ECD Warrants, on the National Market System of the Nasdaq Stock
Market.
5.2 Notices. Any and all notices, demands, request or
other communications required or permitted by this Agreement or
by law to be served on, given to or delivered to any party hereto
by any other party to this Agreement shall be in writing and
shall be deemed duly served, given, received and delivered when
personally delivered to the party, or in lieu of such personal
delivery, one day after being sent by facsimile (with answer-back
confirmation) or five days after being sent by registered or
certified mail, first-class postage prepaid, properly addressed
to the respective parties as follows:
If to ECD:
Stanford R. Ovshinsky
Energy Conversion Devices, Inc.
1675 W. Maple Road
Troy, Michigan 48084
Facsimile: (248) 280-1456
If to EV Global:
Alan Himelfarb
EV Global Motors Company
10900 Wilshire Blvd., Suite 520
Los Angeles, CA 90024
Facsimile: (310) 208-2444
or to such other address as may be designated by any such
addressees by a notice given in conformity herewith.
5.3 Binding on Successors. This Agreement shall inure to
the benefit of and be binding on the parties hereto and on each
of their respective heirs, executors, administrators, personal
representatives, successors and assignees.
5.4 Severability. Should any provision or portion of this
Agreement be held unenforceable or invalid for any reason, the
remaining provisions and portions of this Agreement shall be
unaffected by such holding, unless to do so would alter
substantially the intended effect of this Agreement or cause a
substantial hardship for any party hereto.
5.5 Choice of Law. THIS AGREEMENT SHALL BE CONSTRUED AND
GOVERNED BY THE LAWS, COMMERCIAL USAGES AND CUSTOMS OF THE STATE
OF CALIFORNIA WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICT
OF LAWS THEREOF.
5.6 Headings. The headings of the articles and sections of
this Agreement have been inserted solely for convenience of
reference and shall in no way restrict or modify any of the terms
or provisions hereof.
5.7 Integration. This Agreement constitutes the sole and
exclusive agreement of the parties hereto respecting the subject
matter of this Agreement and correctly sets forth the rights,
duties and obligations of each party to the other parties in
relation thereto as of its date. Any other prior agreements,
promises, negotiations or representations concerning the subject
matter of this Agreement not expressly set forth in this
Agreement shall have no force or effect.
5.8 Amendment. This Agreement may not be amended except by
an instrument in writing signed by each of the parties hereto.
5.9 Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all
of which taken together shall constitute one and the same
agreement.
5.10 Survival. All representations, warrants and covenants
contained in this Agreement or in any document delivered pursuant
hereto shall survive indefinitely.
5.11 Expenses. Each party shall bear its own expenses in
connection with the negotiation, execution and performance of
this Agreement.
5.12 Public Announcement. Neither party shall make any
public announcement regarding the transactions contemplated
hereby without the approval of the other party, except as may be
required by law or the rules or regulations of the Nasdaq Stock
Market, Inc.
[Remainder of page intentionally left blank.]
<PAGE>
IN WITNESS WHEREOF, the parties hereto have each duly
executed this Agreement as of the day and year first written
above.
ENERGY CONVERSION DEVICES, INC.
By: /s/ Stanford R. Ovshinsky
Stanford R. Ovshinsky
President and Chief
Executive Officer
EV GLOBAL MOTORS COMPANY
By: /s/ Alan Himelfarb
Alan Himelfarb
President and Chief
Operating Officer
<PAGE>
Exhibit 7.7
UNIQUE MOBILITY, INC.
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT made as of this 20th day of August, 1997,
between UNIQUE MOBILITY, INC., a Colorado corporation (the
"Company"), and Lee Iacocca (the "Option Holder").
1. Stock Option. Pursuant to the Unique Mobility, Inc.
Stock Option Plan for outside directors (the "Plan") and subject
to the terms and conditions of this Agreement, the Company hereby
grants to the Option Holder an option (the "Option") to purchase
16,000 shares of the authorized and unissued $0.01 par value
common stock (the "Stock") of the Company at a price of $7.13 per
share (the "Option Price"). The Option is granted on August 19,
1997 (the "Grant Date"). The Option granted pursuant to this
Agreement is not intended to qualify as an incentive stock option
within the meaning of Section 422 of the Internal Revenue Code of
1986, as it may be amended (the "Code").
2. Exercise of the Option.
(a) The Option shall not become exercisable until the Option
Holder has completed one year of continuous service on the
company's Board of Directors (the "Board") after the Grant Date.
Upon the completion of one full year of continuous service after
the Grant Date, the Option shall become exercisable as to
one-third of the number of shares subject to the Option. Upon
the completion of the second full year of continuous service
after the Grant Date, the Option shall become exercisable as to
an additional one-third of the shares originally subject to the
Option. Upon the completion of the third full year of continuous
service after the Grant Date, the Option shall become exercisable
as to an additional one-third of the shares originally subject
to the Option.
Except as set forth in Sections 4 or 5 hereof, the Option
shall not be exercisable as to any shares as to which the
continuous service requirement shall not be satisfied,
regardless of the circumstances under which the Option Holder's
service on the Board shall be terminated. The number of shares
as to which the Option may be exercised shall be cumulative, so
that once the Option shall become exercisable as to any shares it
shall continue to be exercisable as to such shares until
expiration or termination of the Option as provided in Section 5
hereof.
(b) The Option may be exercised only by delivery to the
Corporate Secretary of the Company of written notice specifying
the number of shares with respect to which the Option is
exercised and payment of the Option Price. At the request of the
Company, such notice shall contain the Option Holder's
representation that he is purchasing such Stock for investment
purposes only and his agreement not to sell any Stock purchased
pursuant to the Option in any manner that is in violation of the
Securities Act of 1933, as amended, or any applicable state law.
Such restrictions or notice thereof shall be placed on the
certificates representing the Stock purchased pursuant to the
Option, and the Company may refuse to issue the certificates or
to transfer the shares on its books unless it is satisfied that
no violation of such restrictions will occur. The exercise of
the Option shall be deemed effective on the receipt of such
notice by the Corporate Secretary and payment in full to the
Company. If the purchase price is paid by means of a broker's
loan transaction as described in subsection 2(c)(v) below, in
whole or in part, the closing of the purchase of the Stock under
the Option shall take place on the date on which, and only if,
the sale of the Stock on which the broker's loan was based has
been closed and settled unless the Option Holder makes an
irrevocable written election, at the time of exercise of the
Option, to have the exercise treated as fully effective for all
purposes upon receipt of the purchase price by the Company
regardless of whether or not the sale of the Stock by the broker
is closed and settled. The purchase of such Stock shall take
place at the principal offices of the Company upon the delivery
of such notice of exercise, at which time the Option Price for
the Stock shall be paid in full by any of the methods set forth
in Section 2(c) below. A properly executed certificate or
certificates representing the Stock shall be issued by the
Company and delivered to the Option Holder. If certificates are
used to pay all or part of the exercise price, upon such payment,
separate certificates shall be delivered representing each
certificate so used, and an additional certificate shall be
delivered representing any additional shares to which the Option
Holder is entitled as a result of the exercise of the Option. If
payment is made pursuant to subparagraph (c)(v) below, the
certificate shall be delivered to the broker.
(c) The exercise price shall be paid any of the following
methods or any combination of the following methods, as the Stock
Option Committee (the "Committee") shall determine in its sole
discretion:
(i) in cash;
(ii) by certified, cashier's check or other acceptable
to the Company, payable to the order of the Company;
(iii) by delivery to the Company of certificates
representing the number of shares then owned by the Option
Holder, the fair market value of which equals the purchase price
of the Stock purchased pursuant to the Option, properly endorsed
for transfer to the Company; provided however, that the Option
may not be exercised by delivery to the Company of certificates
representing Stock, unless such Stock has been held by the Option
Holder for more than six months; for purposes of this Agreement,
the "fair market value" of any shares of Stock delivered in
payment of the Option Price upon exercise of the Option shall be
as defined in Section5.5 of the Plan;
(iv) to the extent permitted under the applicable
provisions of state law, by delivery to the Company of a
promissory note, which shall be in a principal amount equal to
the Option Price plus any federal and state income tax required
to be withheld; which shall be full recourse and secured by all
or a portion of the Stock acquired pursuant to the exercise of
the Option; which shall bear interest at a rate determined by the
Committee, but not lower than the rate required to avoid the
imputation of interest under the Code; which shall provide for
level quarterly payments of interest and principal over its term;
which shall become payable in full upon the first to occur of the
fifth anniversary of the date the Option is exercised, failure to
pay any payment of principal and interest within five days after
it is due or termination of the Option Holder's service on the
Board for any reason; and which shall contain such other terms
and conditions including the provision of security in addition to
the Stock that the Company, in its sole discretion, deems
necessary or appropriate;
(v) by delivery to the Company of a properly executed
notice of exercise together with irrevocable instructions to a
broker to deliver to the Company promptly the amount of the
proceeds of the sale of all or a portion of the Stock or of a
loan from the broker to the Option Holder necessary to pay the
exercise price.
3 .Adjustment of the Option.
(a) Adjustment by Stock Split, Stock Dividend, Etc. If
at any time the Company increases or decreases the number of its
outstanding shares of Stock, or changes in any way the rights and
privileges of such shares by means of the payment of a stock
dividend or the making of any other distribution on such shares
payable in Stock, or through a stock split, subdivision,
consolidation, combination or reclassification or
recapitalization involving the Stock, the numbers, rights and
privileges of the shares of Stock included in the Option shall be
increased, decreased or changed in like manner as if such shares
had been issued and outstanding, fully paid and nonassessable at
the time of such occurrence.
(b) Dividends Payable in Stock of Another Corporation,
Etc. If at any time the Company pays or makes any dividend or
other distribution upon the Stock payable in securities or other
property (except money or Stock), a proportionate part of such
securities or other property shall be set aside and delivered to
the Option Holder when he exercises the Option. The securities
and other property delivered to the Option Holder upon exercise
of the Option shall be in the same ratio to the total securities
and property set aside for the Option Holder as the number of
shares with respect to which the Option is then exercised is to
the total shares subject to the Option.
(c) Other Changes in Stock. If there shall be any
change, other than as specified in the preceding subsections (a)
and (b), in the number or kind of outstanding shares of Stock or
of any stock or other securities into which the Stock shall be
changed or for which it shall have been exchanged, then and if
the Committee shall in its discretion determine that such change
equitably requires an adjustment in the number or kind of shares
subject to the Option, such adjustments shall be made by the
Committee and shall be effective for all purposes of this
agreement.
(d) Apportionment of Price. Upon any occurrence
described in the preceding subsections (a), (b), and (c), the
total Option Price shall remain unchanged and shall be
apportioned ratably over the increased or decreased number or
changed kinds of securities or other properties subject to the
Option.
(e) Rights to Subscribe. If at any time the Company
grants, to the holders of its Stock, rights to subscribe pro rata
for additional shares thereof or for any other securities of the
Company or of any other corporation, there shall then be added to
the number of shares subject to the Option, the Stock or other
securities that the Option Holder would have been entitled to
subscribe for if immediately prior to such grant, the Option
Holder had exercised his entire Option, and the Option price
shall be increased by the amount of the price that would have
been payable by the Option Holder for such Stock or other
securities.
(f) General Adjustment Rules . No adjustment or
substitution provided for in this Section 3 shall require the
Company to sell a fractional share under this Agreement and the
total substitution or adjustment with respect to this agreement
shall be limited by deleting any fractional share. In the case
of any such substitution or adjustment, the Option shall be
equitably adjusted by the Committee to reflect the greater or
lesser number of shares of Stock or other securities into which
the Stock subject to the Option may have been changed.
Notwithstanding the foregoing subsections (a), (b), (c), (d), and
(e), no adjustment shall be made that would constitute a
modification of the Option within the meaning of Section 424 of
the Code.
(g) Determinations by the Committee. Adjustments under
this paragraph shall be made by the Committee, whose
determinations with respect thereto shall be final and binding.
No fractional shares shall be issued on account of any such
adjustment.
4. Reorganization or Change of Control.
(a) Reorganization. If the Company is merged or
consolidated with another corporation or the Company is a party
to a reorganization (other than a merger, consolidation or
reorganization in which the Company is the continuing corporation
and which does not result in any reclassification or change of
outstanding shares of stock), or if all or substantially all of
the assets or more than 50% of the outstanding voting stock of
the Company is acquired by any other corporation, business entity
or person (other than a sale or conveyance in which the Company
continues as a holding company of an entity or entities that
conduct the business or businesses formerly conducted by the
Company), or in case of a reorganization (other than a
reorganization under the United States Bankruptcy Code) or
liquidation of the Company, the Committee shall, either (i)make
appropriate provision for the adoption and continuation of the
Plan by the acquiring or successor corporation and for the
protection of any such outstanding Options by the substitution on
an equitable basis of appropriate stock of the Company or of the
merged, consolidated or otherwise reorganized corporation which
will be issuable with respect to the Stock, provided that no
additional benefits shall be conferred upon the Option Holder as
a result of such substitution, and the excess of the aggregate
Fair Market Value of the Stock subject to the Option immediately
after such substitution over the Option Price is not more than
the excess of the aggregate Fair Market Value of the Stock
subject to the Option immediately before such substitution over
the Option Price, and provided further that any such substitution
made with respect to the Option shall comply with Section424(a)
of the Code, or (ii)upon written notice to the Option Holder,
provide that the unexercised portion of the Option must be
exercised within thirty (30)days of the date of such notice or
the Option will be terminated. If alternative (i) is
implemented, the Committee may, at its sole discretion, provide
that the Option may be exercisable in full without regard to the
applicable exercise periods set forth in Section2 and if
alternative (ii) is implemented, the Option shall be exercisable
in full without regard to the applicable exercise periods set
forth in Section2 above. However, if the Option Holder is
subject to Section16(b) of the Securities Exchange Act of 1934,
the Option shall not become exercisable until six months after
the Grant Date.
(b) Change of Control. If there is a change in control of
the Company, as defined below, the Option shall become
exercisable in full, without regard to applicable exercise
periods set forth in Section2. For purposes of the Plan, a
"change in control" shall be deemed to have occurred if during
any period of two consecutive years, individuals who at the
beginning of such period constitute the Board of Directors of the
Company (the "Board") (and any new director whose election by the
Board or whose nomination for election by the Company's
shareholders was approved by a vote of at least two-thirds of the
directors then still in office who either were directors at the
beginning of such period or whose election or nomination for
election was previously so approved) cease for any reason to
constitute a majority thereof.
5. Expiration and Termination of the Option. The Option
shall expire 10 years (the "Option Period") from the date of this
Agreement or prior to such time as follows:
(a) If the Option Holder is removed as a director of the
Company during the Option Period for cause, the Option shall
terminate immediately and shall thereafter be void for all
purposes.
(b) If the Option Holder ceases to be a director of the
Company on account of disability within the meaning of Section
22(e)(3) of the Code, the Option may be exercised by the Option
Holder (or in the case of death thereafter, by the persons
specified in subsection 5(c) below) within one year following the
date on which the Option Holder ceased to be a director (if
otherwise within the Option Period) but not thereafter. In any
such case, the Option may be exercised as to all shares then
subject to the Option without regard to the service requirement
of subsection 2(a).
(c) If the Option Holder dies during the Option Period while
serving as a director or within the three-month period referred
to in (d) below, the Option may be exercised by those entitled to
do so under the Option Holder's will or by the laws of descent
and distribution within fifteen months following the option
Holder's death (if otherwise within the Option Period), but not
thereafter. In any such case, the Option may be exercised as to
all shares then subject to the Option without regard to the
service requirement of subsection 2(a).
(d) If the Option Holder ceases to be a director for any
reason other than removal for cause, disability or the Option
Holder's death, the Option may be exercised by the Option Holder
within three months following the date of such termination (if
otherwise within the Option Period), but not thereafter. In any
such case, the Option may be exercised as to all shares then
subject to the Option without regard to the service requirement
of subsection 2(a).
6. Transferability. The Option may not be transferred
except by will or pursuant to the laws of descent and
distribution, and it shall be exercisable during the Option
Holder's life only by him and after his death only by those
entitled to do so under his will or the applicable laws of
descent and distribution.
7. Trading Restrictions. As long as the Option Holder is an
employee, director or consultant of the Company, the Option
Holder shall comply at all times with the Company's policy on
trading securities of the Company as such policy is in effect
from time to time. In addition, as long as the Option Holder is
an employee, director or consultant of the Company, and unless
the Board of Directors of the Company otherwise agrees, the
Option Holder agrees to sell no Stock that such employee has
received through the Company's benefit programs (including Stock
acquired otherwise than upon exercise of an Option ) if the sale
of such Stock shall exceed 10% of the total trading volume of the
Stock on the date of sale by the Option Holder on any stock
exchange and in the over-the-counter market. If the Option
Holder fails to comply with the Company's policy on trading
securities, or violates the agreement made in the immediately
preceding sentence, as determined in the sole discretion of the
Company, the Option Holder shall pay to the Company as liquidated
damages the profit realized (which shall be equal to the excess
of the amount received by the Option Holder over the Option
Holder's basis for the Stock disposed of in the transaction that
resulted in the failure to comply with the Company's policy.
This covenant shall survive the exercise of an Option and the
termination of the Plan.
8. Notices. Any notice required or permitted to be given
under this Agreement shall be in writing and shall be given by
first class registered or certified mail, postage prepaid, or by
personal delivery to the appropriate party, addressed:
(a) If to the Company, to the Company at 425 Corporate
Circle, Golden, Colorado 80401; or
(b) If to the Option Holder, to the Option Holder at 425
Corporate Circle, Golden, Colorado 80401, or at such other
address as may have been furnished to the Company by the Option
Holder.
Any such notice shall be deemed to have been given as of the
date so mailed in the case of mailed notice, or as of the date
delivered in the case of personal delivery.
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first above written.
UNIQUE MOBILITY, INC
/s/ Donald A. French
By: Donald A. French, Treasurer
OPTION HOLDER
/s/ Lee Iacocca
By: Lee Iacocca
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