<PAGE>
EXHIBIT 4.4
NON-QUALIFIED STOCK OPTION AGREEMENT
1. Grant of Option.
---------------
AstroPower, Inc., a Delaware corporation (the "Company"), hereby
grants to Allen M. Barnett (the "President"), an option,
to purchase an aggregate of 90,000 shares of Common
Stock, $.01 par value ("Common Stock"), of the Company
at a price of $12.13 per share, purchasable as set forth
in and subject to the terms and conditions of this
option. Except where the context otherwise requires, the
term "Company" shall include the parent and all
subsidiaries of the Company as defined in Sections
425(e) and 425(f) of the Internal Revenue Code of 1986,
as amended (the "Code").
2. Non-qualified Stock Option.
--------------------------
This option is not intended to qualify as an incentive stock option within
the meaning of Section 422A of the Code.
3. Exercise of Option and Provisions for Termination.
-------------------------------------------------
(a) Vesting Schedule
Except as otherwise provided in this Agreement, this option may be exercised
prior to the tenth Anniversary of the date of grant (hereinafter the
"Expiration Date") in installments as to not more than the number of
shares and during the respective installment periods set forth in the
table below. The right of exercise shall be cumulative so that if the
option is not exercised to the maximum extent permissible during any
exercise period, it shall be exercisable, in whole or in part, with
respect to all shares not so purchased at any time prior to the
Expiration Date or the earlier termination of this option.
Vesting Period Total No. of Shares
On or after 12/6/99
But prior to 12/6/00 22,500
On or after 12/6/00
But prior to 12/6/01 22,500
On or after 12/6/01
But prior to 12/6/02 22,500
On or after 12/6/03 22,500
3
<PAGE>
This option may not be exercised at any time on or after the
Expiration Date.
(b) Exercise Procedure.
------------------
Subject to the conditions set forth in this Agreement, this option shall be
exercised by the Director's delivery of written notice of exercise to
the Treasurer of the Company, specifying the number of shares to be
purchased and the purchase price to be paid therefore and accompanied
by payment in full in accordance with Section 4. Such exercise shall be
effective upon receipt by the Treasurer of the Company of such written
notice together with the required payment. The Director may purchase
less than the number of shares covered hereby, provided that no partial
exercise of this option may be for any fractional share or for fewer
than ten whole shares.
(c) Exercise Period Upon Death or Disability.
----------------------------------------
If the Director dies or becomes disabled (with the meaning of
Section 22(e)(3) of the Code or any successor provision
thereto), this option shall be exercisable, within the period
of one year following the date of death or disability of the
Director (but in no event after the Expiration Date), by the
Director or by the person to whom this option is transferred
by will or the laws of descent and distribution, provided
--------
that this option shall be exercisable only to the extent that
----
this option was exercisable by the Director on the date of
his or her death or disability. Except as otherwise indicated
by the context, the term "Director", as used in this option,
shall be deemed to include the estate of the Director or any
person who acquires the right to exercise this option by
bequest or inheritance or otherwise by reason of the death of
the Director.
4. Payment of Purchase Price.
-------------------------
Method of Payment.
-----------------
Payment of the purchase price for shares purchased upon exercise of
this option shall be made by delivery to the Company of cash or a check
to the order of the Company in the amount equal to the purchase price
of such shares.
5. Delivery of Shares; Compliance with Securities Laws, Etc.
---------------------------------------------------------
(a) General.
-------
The Company shall, upon payment of the option price for the
number of shares purchased and paid for, make prompt delivery
of such shares to the Director, provided that if any law or
-------- ----
regulation requires the Company to take any action with
respect to such shares before the issuance thereof, then the
date of delivery of such shares shall be extended for the
period necessary to complete such action.
(b) Listing, Qualification, Etc.
---------------------------
4
<PAGE>
This option shall be subject to the requirement that, if at any time,
counsel to the Company shall determine that the listing, registration or
qualification of the shares subject hereto upon any securities exchange or
under any state or federal law, or the consent or approval of any
governmental or regulatory body, is necessary as a condition of, or in
connection with, the issuance or purchase of shares hereunder, this option
may not be exercised, in whole or in part, unless such listing,
registration, qualification, consent or approval shall have been effected
or obtained on conditions acceptable to the Board of Directors. Nothing
herein shall be deemed to require the Company to apply for or to obtain
such listing, registration or qualification.
6. Nontransferability of Option.
----------------------------
Except as provided in paragraph (c) of Section 3, this option is personal
and no rights granted hereunder may be transferred, assigned, pledged
or hypothecated in any way (whether by operation of law or otherwise)
nor shall any such rights be subject to execution, attachment or
similar process. Upon any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of this option or of such rights
contrary to the provisions hereof, or upon the levy of any attachment
or similar process upon this option or such rights, this option and
such rights shall, at the election of the Company, become null and
void.
7. Rights as a Shareholder.
-----------------------
The Director shall have no rights as a shareholder with
respect to any shares which may be purchased by exercise of this
option unless and until a certificate representing such shares is
duly issued and delivered to the Director. No adjustment shall be
made for dividends or other rights for which the record date is prior
to the date such stock certificate is issued.
8. Adjustments.
-----------
(a) General.
-------
If, as a result of a merger, consolidation, sale of all or
substantially all of the assets of the Company, reorganization,
recapitalization, reclassification, stock dividend, stock split,
reverse stock split or other distribution with respect to the
outstanding shares of Common Stock or other securities, the
outstanding shares of Common Stock are increased or decreased, or are
exchanged for a different number or kind of shares or other
securities, or additional shares or new or different shares or other
securities are distributed with respect to such shares of Common Stock
or other securities, an appropriate and proportionate adjustment may
be made in (i) the number and kind of shares or other securities
subject to this option and (ii) the price for each share subject to
this option, without changing the aggregate purchase price as to which
this option remains exercisable.
5
<PAGE>
(b) Authority to Make Adjustments.
-----------------------------
Adjustments under this Section 8 will be made by a Committee of the Board of
Directors appointed by the Board of Directors, whose determination as
to what adjustments, if any, will be made and the extent thereof will
be final, binding and conclusive. No fractional shares will be issued
pursuant to this option on account of any such adjustments.
(c) Limits on Adjustments.
---------------------
No adjustment shall be made under this Section 9 which would, within the meaning
of any applicable provision of the Code, constitute a
modification, extension or renewal of this option or a grant of
additional benefits to the Director.
9. Mergers, Etc.
-------------
In the event of a consolidation or merger in which the Company is not the
surviving corporation, or which results in the
acquisition of substantially all of the Company's
outstanding Common Stock by a single person, entity
or group of persons or entities acting in concert, or
in the event of the sale or transfer of all or
substantially all of the assets of the Company, or in
the event of a reorganization or liquidation of the
Company, prior to the Expiration Date or termination
of this option, the Director shall, with respect to
this option or any unexercised portion hereof, be
entitled to the rights and benefits, and be subject
to the limitations, set forth in Section 10 of the
Plan.
10. Change in Control
-----------------
Notwithstanding anything to the contrary herein, in the case of a
Change in Control of the Company, this option granted shall terminate
on the later of (i) ninety (90) days after the occurrence of such
Change in Control, and (ii) seven (7) months following the date of
grant of each such option, and an option holder shall have the right,
commencing at least five (5) days prior to such Change in Control and
subject to any other limitation on exercise of an option in effect on
the date of exercise, to immediately exercise any option in full,
without regard to any vesting limitations, to the extent it shall not
have been previously exercised.
6
<PAGE>
11. Withholding Taxes.
-----------------
The Company's obligation to deliver shares upon the exercise of this
option shall be subject to the Director's satisfaction of all
applicable federal, state and local income tax withholding
requirements.
12. Investment Representation; Legend.
---------------------------------
(a) Representations.
---------------
(i.) Any shares purchased upon exercise of this option be
acquired for the Director's account for investment only
and not with a view to, or for sale in connection with,
any distribution of the shares in violation of the
Securities Act of 1933 (the Securities Act") or any rule
or regulation under the Securities Act.
(ii.) The Director has had such opportunity as he or she has
deemed adequate to obtain from representatives of the
Company such information as is necessary to permit the
Director to evaluate the merits and risks of his or her
investment in the Company.
(iii.) The Director is able to bear the economic risk of holding
shares acquired pursuant to the exercise of this option
for an indefinite period.
(iv.) The Director understands that (A) the shares acquired
pursuant to the exercise of this option may not be
registered under the Securities Act and if not so
registered will be "restricted securities" within the
meaning of Rule 144 under the Securities Act; (B) such
shares cannot be sold, transferred or otherwise disposed
of unless they are subsequently registered under the
Securities Act or an exemption from registration is then
available; (C) in any event, the exemption from
registration under Rule 144 will not be available for at
least one year from the date of exercise of the option
and even then will not be available unless a public
market then exists for the Common Stock, adequate
information concerning the Company is then available to
the public and other terms and conditions of Rule 144 are
complied with.
By making payment upon exercise of this option, the Director shall be deemed to
have reaffirmed, as of the date of such payment, the representations made in
this Section 12.
(b) Legend on Stock Certificates
All stock certificates representing share of Common Stock issued
to the Director upon exercise of this option which are not
registered under the Securities Act shall have affixed thereto a
legend substantially in the following form, in addition to any
other legends required by applicable state law:
"The shares of stock represented by this certificate have not been registered
under the Securities
7
<PAGE>
Act of 1933 and may not be transferred, sold or otherwise
disposed of in the absence of an effective registration
statement with respect to the shares evidenced by this
certificate, filed and made effective under the Securities
Act of 1933, or an opinion of counsel satisfactory to the
Company, to the effect that registration under such Act is
not required".
13. Miscellaneous.
-------------
(a) Except as provided herein, this option may not be amended or
otherwise modified unless evidenced in writing and signed by
the Company and the President.
(b) All notices under this option shall be mailed or delivered by
hand to the parties at their respective addresses set forth
beneath their names below or at such other address as may be
designated in writing by either of the parties to one another.
(c) This option shall be governed by and construed in accordance
with the laws of the State of Delaware.
AstroPower, Inc.
By: /s/ Thomas J. Stiner
----------------------------------------------
Sr. Vice President and Chief Financial Officer
8
<PAGE>
ACCEPTANCE
The undersigned hereby accepts the foregoing option and agrees to the terms and
conditions thereof.
/s/ Allen M. Barnett Address: _____________________
------------------------------------
Signature ___________________________
----------------------------------- ___________________________
Date
___________________________
------------------------------------------------------------------------------
Date of Grant: 12/6/99
Name: Allen M. Barnett
Shares Granted: 90,000
------------------------------------------------------------------------------
9
