<PAGE>
EXHIBIT 4.9
NON-QUALIFIED STOCK OPTION AGREEMENT
1. Grant of Option.
---------------
AstroPower, Inc., a Delaware corporation (the "Company"), hereby grants to
Gilbert Steinberg (the "Director"), an option, to purchase an
aggregate of 12,000 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.
-------------------------------------------------
(i) 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.
Exercise Period Total No. of Shares Exercisable
--------------- -------------------------------
On or after 12/6/99
But prior to 12/6/00 3,000
On or after 12/6/00
But prior to 12/6/01 3,000
On or after 12/6/01
But prior to 12/6/02 3,000
On or after 12/6/03 3,000
38
<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.
----------------------------
39
<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.
(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.
---------------------
40
<PAGE>
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.
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.
---------------
(xvii.) 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.
(xviii.) 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.
(xix.) The Director is able to bear the economic risk of holding shares
41
<PAGE>
acquired pursuant to the exercise of this option for an
indefinite period.
(xx.) 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.
(j) 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 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 Director.
(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.
42
<PAGE>
AstroPower, Inc.
By: /s/ Thomas J. Stiner
-------------------------------------------
Sr. Vice President & Chief Financial Officer
43
<PAGE>
DIRECTOR'S ACCEPTANCE
(Please sign and return this page to Joy Puglisi - Solar Park)
The undersigned hereby accepts the foregoing option and agrees to the terms and
conditions thereof.
/s/ Gilbert Steinberg Address: _________________________
------------------------------------
Signature
____________________________________
____________________________________ ____________________________________
Date
____________________________________
--------------------------------------------------------------------------------
Date of Grant: December 6, 1999
Name: Gilbert Steinberg
Shares Granted: 12,000 Shares
--------------------------------------------------------------------------------
44
