SUPERCONDUCTOR TECHNOLOGIES INC
S-8, 1998-04-15
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH
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<PAGE>   1
     As filed with the Securities and Exchange Commission on April 15, 1998
                                               Registration No. 333-____________

================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               -----------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                               -----------------

                        SUPERCONDUCTOR TECHNOLOGIES INC.
             (Exact name of registrant as specified in its charter)

        DELAWARE                                         77-0158076
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                             460 Ward Drive, Suite F
                      Santa Barbara, California 93111-2310
          (Address, including zip code, of principal executive offices)

                               -----------------

                   AMENDED AND RESTATED 1988 STOCK OPTION PLAN
                            1992 DIRECTOR OPTION PLAN
                           (Full Titles of the Plans)

                               -----------------

                                 M. Peter Thomas
                      President and Chief Executive Officer
                             460 Ward Drive, Suite F
                      Santa Barbara, California 93111-2310
                     (Name and address of agent for service)

                                 (805) 683-7646
          (Telephone number, including area code, of agent for service)

                               -----------------

                                   Copies to:
                               JOHN V. ROOS, ESQ.
                       WILSON, SONSINI, GOODRICH & ROSATI
                            Professional Corporation
                               650 Page Mill Road
                           Palo Alto, California 94304


================================================================================


<PAGE>   2


<TABLE>
<CAPTION>
                                        CALCULATION OF REGISTRATION FEE


============================================================================================================
    Title of                           Amount            Proposed            Proposed          Amount of
Securities to                             to be    Maximum Offering     Maximum Aggregate     Registration
be Registered                       Registered(1)  Price Per Share(2)   Offering Price(2)          Fee
- ------------------------------------------------------------------------------------------------------------
<S>                                 <C>            <C>                  <C>                   <C>
Common Stock,
no par value                         584,000        $3.844               $2,245,090.10         $662.30
============================================================================================================
</TABLE>

(1)     Includes 500,000 shares to be registered under the Amended and Restated
        1988 Stock Option Plan (the "Stock Plan") and 84,000 shares to be
        registered under the 1992 Director Option Plan (the "Director Option
        Plan").

(2)     The Proposed Maximum Offering Price Per Share was estimated in part
        pursuant to Rule 457(h) under the Securities Act, and, in part, pursuant
        to Rule 457(c) under the Securities Act taking into consideration the
        following:

        o   With respect to 475,570 shares which are subject to outstanding
            options to purchase Common Stock under the Stock Plan the Proposed
            Maximum Offering Price Per Share was estimated pursuant to Rule
            457(h) under which Rule the per share price of options to purchase
            stock under an employee stock option plan may be estimated by
            reference to the exercise price of such options. The weighted
            average exercise price of the 475,570 shares subject to outstanding
            options under the Stock Plan is $3.46.

        o   With respect to 24,430 shares of Common Stock available for
            future grant under the Stock Plan and the 84,000 shares of
            Common Stock available for future grant under the Director Option
            Plan, the estimated Proposed Maximum Offering Price Per Share was
            estimated pursuant to Rule 457(c) whereby the per share price was
            determined by reference to the average between the high and low
            price reported in the NASDAQ National Market System on April7,
            1998, which average was $5.53.

        The number referenced above represents a weighted average of the
        foregoing estimates calculated in accordance with Rule 457(h) and
        457(c).



<PAGE>   3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

        There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission:

        (a) The Registrant's latest annual report on Form 10-K for the fiscal
year ended December 31, 1997, pursuant to Section 13 of the Securities Exchange
Act of 1934 (the "Exchange Act").

        (b) The Registrant's Statement on Form S-8 (No. 33-92866) filed with the
Securities and Exchange Commission on May 29, 1995.

        (c) The Registrant's Statement on Form S-8 (No. 33-82798) filed with the
Securities and Exchange Commission on August 15, 1994.

        (d) The Registrant's Statement on Form S-8 (No. 33-68490) filed with the
Securities and Exchange Commission on September 7, 1993.

        (d) The description of the Registrant's Common Stock to be offered
hereby is contained in the Registrant's Registration Statement on Form 8-A filed
with the Securities and Exchange Commission on January 4, 1993 pursuant to
Section 12(g) of the Exchange Act, including any amendment or report filed for
the purpose of updating such description.

        All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be part
hereof from the date of filing such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.




                                      II-1

<PAGE>   4

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The Registrant's Amended and Restated Certificate of Incorporation
limits the liability of directors to the maximum extent permitted by Delaware
law. Delaware law provides that directors of a company will not be personally
liable for monetary damages for breach of their fiduciary duties as directors
except for liability (i) for any breach of their duty of loyalty to the company
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) for unlawful
payments of dividends or unlawful stock repurchases or redemptions as provided
in Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which any director derived an improper personal benefit.

        The Registrant's Bylaws provide that the Registrant will indemnify its
directors and officers and may indemnify its employees and agents to the fullest
extent permitted by Delaware law. The Registrant has entered into agreements to
indemnify its directors and officers, in addition to the indemnification
provided for in the Registrant's Bylaws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8.  EXHIBITS.

               Exhibit
               Number
               -------
                  4.1*      Bylaws, as amended May 31, 1996
                  4.2       Amended and Restated 1988 Stock Option Plan
                  4.3       Form of 1988 Stock Option Agreement
                  4.4       1992 Director Option Plan
                  4.5       Form of Director Option Agreement
                  5.1       Opinion of Wilson, Sonsini, Goodrich & Rosati, P.C.,
                            as to legality of securities being registered
                 23.1       Consent of Price Waterhouse, Independent Auditors.
                 23.2       Consent of Counsel (contained in Exhibit 5.1)
                 24.1       Power of Attorney (see Page II-4)

ITEM 9.  UNDERTAKINGS.

        (a)  The undersigned Registrant hereby undertakes:

- --------------
*    Incorporated by reference to exhibits filed with the Company's Registration
     Statement on Form S-1 (File No. 333-10569).




                                      II-2

<PAGE>   5

               (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

               (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

               (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

        (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.












                                      II-3

<PAGE>   6

                                   SIGNATURES


        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Barbara, State of California, on April 15,
1998.



                                    SUPERCONDUCTOR  TECHNOLOGIES  INC.


                                    By:    /s/ M. PETER THOMAS
                                        ----------------------------------------
                                           M. Peter Thomas, President and Chief
                                           Executive Officer


                                POWER OF ATTORNEY


        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints M. Peter Thomas and James G. Evans, Jr.,
and each of them, their true and lawful attorneys and agents, with full power of
substitution, each with power to act alone, to sign and execute on behalf of the
undersigned any amendment or amendments to this Registration Statement on Form
S-8 and to perform any acts necessary in order to file such amendments, and each
of the undersigned does hereby ratify and confirm all that said attorneys and
agents, or their or his or her substitutes, shall do or cause to be done by
virtue hereof.

















                                      II-4

<PAGE>   7

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
       SIGNATURE                                    TITLE                             DATE
       ---------                                    -----                             ----
<S>                                    <C>                                      <C> 


/s/ M. Peter Thomas                    President, Chief Executive               April 14, 1998
- ----------------------------------     Officer (Principal
(M. Peter Thomas)                      Executive Officer) and Director


/s/ James G. Evans, Jr.                Vice President, Chief Financial          April 14, 1998
- -----------------------------------    Officer  and Secretary (Principal
(James G. Evans, Jr.)                  Financial and Accounting Officer)


                                       Director                                               
- -----------------------------------
(Glenn E. Penisten)


/s/ E. Ray Cotten                      Director                                 April 14, 1998
- -----------------------------------
(E. Ray Cotten)


/s/ Robert P. Caren                    Director                                 April 14, 1998
- -----------------------------------
(Robert P. Caren)


                                       Director                                               
- -----------------------------------
(Dennis Horowitz)


/s/ John D. Lockton                     Director                                April 14, 1998
- -----------------------------------
(John D. Lockton)


/s/ J. Robert Schrieffer                Director                                April 14, 1998
- -----------------------------------
(J. Robert Schrieffer)
</TABLE>




                                      II-5

<PAGE>   8

                        SUPERCONDUCTOR TECHNOLOGIES INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
Exhibit
Number                        Description
- -------                       -----------
<S>           <C>                   
 4.2          Amended and Restated 1988 Stock Option Plan.

 4.3          Form of 1988 Stock Option Agreement.

 4.4          1992 Director Option Plan.

 4.5          Form of Director Option Agreement.

 5.1          Opinion of Wilson, Sonsini, Goodrich & Rosati, P.C., as to
              legality of securities being registered.

23.1          Consent Price Waterhouse, Independent Auditors.

23.2          Consent of Counsel (contained in Exhibit 5.1).

24.1          Power of Attorney (see Page II-4).
</TABLE>











                                      II-6


<PAGE>   1
                                                                     EXHIBIT 4.2



                        SUPERCONDUCTOR TECHNOLOGIES INC.

                   AMENDED AND RESTATED 1988 STOCK OPTION PLAN

                     (Amended and Restated through May 1997)


        1. Purposes of the Plan. The purposes of this Stock Option Plan are:

               -   to attract and retain the best available personnel for
                   positions of substantial responsibility,

               -   to provide additional incentive to Employees and Consultants,
                   and

               -   to promote the success of the Company's business.

Options granted under the Plan may be Incentive Stock Options or Nonstatutory
Stock Options, as determined by the Administrator at the time of grant.

        2. Definitions. As used herein, the following definitions shall apply:

           (a) "Administrator" means the Board or any of its Committees as shall
be administering the Plan, in accordance with Section 4 of the Plan.

           (b) "Applicable Laws" means the legal requirements relating to the
administration of stock option plans under state corporate and securities laws
and the Code.

           (c) "Board" means the Board of Directors of the Company.

           (d) "Code" means the Internal Revenue Code of 1986, as amended.

           (e) "Committee" means a Committee appointed by the Board in
accordance with Section 4 of the Plan.

           (f) "Common Stock" means the Common Stock of the Company.

           (g) "Company" means Superconductor Technologies Inc., a Delaware
corporation.

           (h) "Consultant" means any person, including an advisor, engaged by
the Company or a Parent or Subsidiary to render services and who is compensated
for such services (including Directors).

           (i) "Continuous Status as an Employee or Consultant" means that the
employment or consulting relationship is not interrupted or terminated by the
Company, any Parent or Subsidiary. Continuous Status as an Employee or
Consultant shall not be considered interrupted in the case of: (i) any leave of
absence approved by the Company, including sick leave, military



<PAGE>   2

leave, or any other personal leave; provided, however, that for purposes of
Incentive Stock Options, any such leave may not exceed ninety (90) days, unless
reemployment upon the expiration of such leave is guaranteed by contract
(including certain Company policies) or statute; or (ii) transfers between
locations of the Company or between the Company, its Parent, its Subsidiaries or
its successor.

           (j) "Director" means a member of the Board.

           (k) "Disability" means total and permanent disability as defined in
Section 22(e)(3) of the Code.

           (l) "Employee" means any person, including Officers and Directors,
employed by the Company or any Parent or Subsidiary of the Company. Neither
service as a Director nor payment of a director's fee by the Company shall be
sufficient to constitute "employment" by the Company.

           (m) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

           (n) "Fair Market Value" means, as of any date, the value of Common
Stock determined as follows:

               (i) If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the National
Market System of the National Association of Securities Dealers, Inc. Automated
Quotation ("NASDAQ") System, the Fair Market Value of a Share of Common Stock
shall be the closing sales price for such stock (or the closing bid, if no sales
were reported) as quoted on such system or exchange (or the exchange with the
greatest volume of trading in Common Stock) on the last market trading day prior
to the day of determination, as reported in the Wall Street Journal or such
other source as the Administrator deems reliable;

               (ii) If the Common Stock is quoted on the NASDAQ System (but not
on the National Market System thereof) or is regularly quoted by a recognized
securities dealer but selling prices are not reported, the Fair Market Value of
a Share of Common Stock shall be the mean between the high bid and low asked
prices for the Common Stock on the last market trading day prior to the day of
determination, as reported in the Wall Street Journal or such other source as
the Administrator deems reliable;

               (iii) In the absence of an established market for the Common
Stock, the Fair Market Value shall be determined in good faith by the
Administrator.

            (o) "Incentive Stock Option" means an Option intended to qualify as
an incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.




                                       -2-

<PAGE>   3

            (p) "Nonstatutory Stock Option" means an Option not intended to
qualify as an Incentive Stock Option.

            (q) "Notice of Grant" means a written notice evidencing certain
terms and conditions of an individual Option. The Notice of Grant is part of the
Option Agreement.

            (r) "Officer" means a person who is an officer of the Company within
the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

            (s) "Option" means a stock option granted pursuant to the Plan.

            (t) "Option Agreement" means a written agreement between the Company
and an Optionee evidencing the terms and conditions of an individual Option
grant, including the number of Shares, exercise price and vesting provisions.
The Option Agreement is subject to the terms and conditions of the Plan.

            (u) "Option Exchange Program" means a program whereby outstanding
options are surrendered in exchange for options with a lower exercise price.

            (v) "Optioned Stock" means the Common Stock subject to an Option.

            (w) "Optionee" means an Employee or Consultant who holds an
outstanding Option.

            (x) "Parent" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.

            (y) "Plan" means this Amended and Restated 1988 Stock Option Plan.

            (z) "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any
successor to Rule 16b-3, as in effect when discretion is being exercised with
respect to the Plan.

            (aa)"Share" means a share of the Common Stock, as adjusted in
accordance with Section 12 of the Plan.

            (bb)"Subsidiary" means a "subsidiary corporation", whether now or
hereafter existing, as defined in Section 424(f) of the Code.

        3. Stock Subject to the Plan. Subject to the provisions of Section 12 of
the Plan, the maximum aggregate number of Shares which may be optioned and sold
under the Plan is 1,972,883 Shares. The Shares may be authorized, but unissued,
or reacquired Common Stock. However, should the Company reacquire Shares which
were issued pursuant to the exercise of an Option, such Shares shall not become
available for future grant under the Plan.




                                       -3-

<PAGE>   4

               If an Option expires or becomes unexercisable without having been
exercised in full, or is surrendered pursuant to an Option Exchange Program, the
unpurchased Shares which were subject thereto shall become available for future
grant or sale under the Plan (unless the Plan has terminated).

        4. Administration of the Plan.

           (a) Procedure.

               (i) Multiple Administrative Bodies. The Plan may be administered
by different Committees with respect to different groups of Service Providers.

               (ii) Section 162(m). To the extent that the Administrator
determines it to be desirable to qualify Options granted hereunder as
"performance-based compensation" within the meaning of Section 162(m) of the
Code, the Plan shall be administered by a Committee of two or more "outside
directors" within the meaning of Section 162(m) of the Code.

               (iii) Rule 16b-3. To the extent desirable to qualify transactions
hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder
shall be structured to satisfy the requirements for exemption under Rule 16b-3.

               (iv) Other Administration. Other than as provided above, the Plan
shall be administered by (A) the Board or (B) a Committee, which committee shall
be constituted to satisfy Applicable Laws.

           (b) Powers of the Administrator. Subject to the provisions of the
Plan, and in the case of a Committee, subject to the specific duties delegated
by the Board to such Committee, the Administrator shall have the authority, in
its discretion:

               (i) to determine the Fair Market Value of the Common Stock, in
accordance with Section 2(n) of the Plan;

               (ii) to select the Consultants and Employees to whom Options may
be granted hereunder;

               (iii) to determine whether and to what extent Options are granted
hereunder;

               (iv) to determine the number of shares of Common Stock to be
covered by each Option granted hereunder;

               (v) to approve forms of agreement for use under the Plan;




                                       -4-

<PAGE>   5

               (vi) to determine the terms and conditions, not inconsistent with
the terms of the Plan, of any award granted hereunder. Such terms and conditions
include, but are not limited to, the exercise price, the time or times when
Options may be exercised (which may be based on performance criteria) and any
restriction or limitation regarding any Option or the shares of Common Stock
relating thereto, based in each case on such factors as the Administrator, in
its sole discretion, shall determine;

               (vii) to reduce the exercise price of any Option to the then
current Fair Market Value if the Fair Market Value of the Common Stock covered
by such Option shall have declined since the date the Option was granted;

               (viii) to construe and interpret the terms of the Plan;

               (ix) to prescribe, amend and rescind rules and regulations
relating to the Plan;

               (x) to modify or amend each Option (subject to Section 14(c) of
the Plan);

               (xi) to allow Optionees to satisfy withholding tax obligations by
electing to have the Company withhold from the shares to be issued upon exercise
of an Option that number of Shares having a fair Market Value equal to the
amount required to be withheld. The Fair Market Value of the Shares to be
withheld shall be determined on the date that the amount of tax to be withheld
is to be determined. All elections by an Optionee to have Shares withheld for
this purpose shall be made in such form and under such conditions as the
Administrator may deem necessary or advisable;

               (xii) to authorize any person to execute on behalf of the Company
any instrument required to effect the grant of an Option previously granted by
the Administrator;

               (xiii) to institute an Option Exchange Program;

               (xiv) to determine the terms and restrictions applicable to
Options;

               (xv) to make all other determinations deemed necessary or
advisable for administering the Plan; and

               (xvi) the Administrator shall have the authority, in its
discretion, to determine any vesting acceleration or waiver of forfeiture
restrictions regarding any Option or the shares of Common Stock relating
thereto, based in each case on such factors as the Administrator, in its sole
discretion, shall determine.

           (c) Effect of Administrator's Decision. The Administrator's
decisions, determinations and interpretations shall be final and binding on all
Optionees and any other holders of Options.




                                      -5-


<PAGE>   6

        5. Eligibility. Nonstatutory Stock Options may be granted to Employees
and Consultants. Incentive Stock Options may be granted only to Employees. If
otherwise eligible, an Employee or Consultant who has been granted an Option may
be granted additional Options.

        6. Limitations.

           (a) Each Option shall be designated in the Notice of Grant as either
an Incentive Stock Option or a Nonstatutory Stock Option. However,
notwithstanding such designations, to the extent that the aggregate Fair Market
Value: (i) of Shares subject to an Optionee's incentive stock options granted by
the Company, any Parent or Subsidiary, which (ii) become exercisable for the
first time during any calendar year (under all plans of the Company or any
Parent or Subsidiary) exceeds $100,000, such excess Options shall be treated as
Nonstatutory Stock Options. For purposes of this Section 6(a), incentive stock
options shall be taken into account in the order in which they were granted, and
the Fair Market Value of the Shares shall be determined as of the time of grant.

           (b) Neither the Plan nor any Option shall confer upon an Optionee any
right with respect to continuing the Optionee's employment or consulting
relationship with the Company, nor shall they interfere in any way with the
Optionee's right or the Company's right to terminate such employment or
consulting relationship at any time, with or without cause.

           (c) The following limitations shall apply to grants of Options to
Employees:

               (i) No Employee shall be granted, in any fiscal year of the
Company, Options to purchase more than 200,000 Shares.

               (ii) The foregoing limitations shall be adjusted proportionately
in connection with any change in the Company's capitalization as described in
Section 12.

               (iii) If an Option is canceled in the same fiscal year of the
Company in which it was granted (other than in connection with a transaction
described in Section 12), the canceled Option will be counted against the limit
set forth in Section 6(c)(i). For this purpose, if the exercise price of an
Option is reduced, the transaction will be treated as a cancellation of the
Option and the grant of a new Option.

        7. Term of Plan. Subject to Section 19 of the Plan, the Plan shall
become effective upon the earlier to occur of its adoption by the Board or its
approval by the stockholders of the Company as described in Section 18 of the
Plan. It shall continue in effect for a term of ten (10) years unless terminated
earlier under Section 14 of the Plan.

        8. Term of Option. The term of each Option shall be stated in the Notice
of Grant. Such term shall be ten (10) years from the date of grant or such
shorter term as may be provided in the Notice of Grant. Moreover, in the case of
an Incentive Stock Option granted to an Optionee who, at the time the Incentive
Stock Option is granted, owns stock representing more than ten percent (10%) of
the voting power of all classes of stock of the Company or any Parent or
Subsidiary (a "10%




                                      -6-
<PAGE>   7

Owner"), the term of the Incentive Stock Option shall be five (5) years from the
date of grant or such shorter term as may be provided in the Notice of Grant.

        9. Option Exercise Price and Consideration.

           (a) Exercise Price. The per share exercise price for the Shares to be
issued pursuant to exercise of an Option shall be determined by the
Administrator, subject to the following:

               (i) In the case of an Incentive Stock Option

                   (A) granted to an Employee who, at the time the Incentive
Stock Option is granted, owns stock representing more than ten percent (10%) of
the voting power of all classes of stock of the Company or any Parent or
Subsidiary, the per Share exercise price shall be no less than 110% of the Fair
Market Value per Share on the date of grant.

                   (B) granted to any other Employee, the per Share exercise
price shall be no less than 100% of the Fair Market Value per Share on the date
of grant.

               (ii) In the case of a Nonstatutory Stock Option, the per Share
exercise price shall be determined by the Administrator but in no event shall be
less than 50% of the Fair Market Value per Share on the date of grant. In the
case of a Nonstatutory Stock Option intended to qualify as "performance-based
compensation" within the meaning of Section 162(m) of the Code, the per Share
exercise price shall be no less than 100% of the Fair Market Value per Share on
the date of grant.

               (iii) Notwithstanding the foregoing, Options may be granted with
a per Share exercise price of less than 100% of the Fair Market Value per Share
on the date of grant pursuant to a merger or other corporate transaction.

           (b) Waiting Period and Exercise Dates. At the time an Option is
granted, the Administrator shall fix the period within which the Option may be
exercised and shall determine any conditions which must be satisfied before the
Option may be exercised. In so doing, the Administrator may specify that an
Option may not be exercised until the completion of a service period.

           (c) Form of Consideration. The Administrator shall determine the
acceptable form of consideration for exercising an Option, including the method
of payment. In the case of an Incentive Stock Option, the Administrator shall
determine the acceptable form of consideration at the time of grant. Such
consideration may consist entirely of:

               (i) cash;

               (ii) check;




                                      -7-
<PAGE>   8

               (iii) promissory note;

               (iv) other Shares which (A) in the case of Shares acquired upon
exercise of an option, have been owned by the Optionee for more than six months
on the date of surrender, and (B) have a Fair Market Value on the date of
surrender equal to the aggregate exercise price of the Shares as to which said
Option shall be exercised;

               (v) delivery of a properly executed exercise notice together with
such other documentation as the Administrator and the broker, if applicable,
shall require to effect an exercise of the Option and delivery to the Company of
the sale or loan proceeds required to pay the exercise price;

               (vi) any combination of the foregoing methods of payment; or

               (vii) such other consideration and method of payment for the
issuance of Shares to the extent permitted by Applicable Laws.

        10. Exercise of Option.

            (a) Procedure for Exercise; Rights as a Stockholder. Any Option
granted hereunder shall be exercisable according to the terms of the Plan and at
such times and under such conditions as determined by the Administrator and set
forth in the Option Agreement. An Option may not be exercised for a fraction of
a Share.

                An Option shall be deemed exercised when the Company receives:
(i) written notice of exercise (in accordance with the Option Agreement) from
the person entitled to exercise the Option, and (ii) full payment for the Shares
with respect to which the Option is exercised. Full payment may consist of any
consideration and method of payment authorized by the Administrator and
permitted by the Option Agreement and the Plan. Shares issued upon exercise of
an Option shall be issued in the name of the Optionee or, if requested by the
Optionee, in the name of the Optionee and his or her spouse. Until the stock
certificate evidencing such Shares is issued (as evidenced by the appropriate
entry on the books of the Company or of a duly authorized transfer agent of the
Company), no right to vote or receive dividends or any other rights as a
stockholder shall exist with respect to the Optioned Stock, notwithstanding the
exercise of the Option. The Company shall issue (or cause to be issued) such
stock certificate promptly after the Option is exercised. No adjustment will be
made for a dividend or other right for which the record date is prior to the
date the stock certificate is issued, except as provided in Section 12 of the
Plan.

                Exercising an Option in any manner shall decrease the number of
Shares thereafter available, both for purposes of the Plan and for sale under
the Option, by the number of Shares as to which the Option is exercised.

            (b) Termination of Employment or Consulting Relationship. In the
event that an Optionee's Continuous Status as an Employee or Consultant
terminates (other than upon the





                                      -8-
<PAGE>   9

Optionee's death or Disability), the Optionee may exercise his or her Option,
but only within such period of time, of at least thirty (30) days, as is
determined by the Administrator, and only to the extent that the Optionee was
entitled to exercise it at the date of termination (but in no event later than
the expiration of the term of such Option as set forth in the Notice of Grant).
In the case of an Incentive Stock Option, the Administrator shall determine such
period of time (in no event to exceed ninety (90) days from the date of
termination) when the Option is granted. If, at the date of termination, the
Optionee is not entitled to exercise his or her entire Option, the Shares
covered by the unexercisable portion of the Option shall revert to the Plan. If,
after termination, the Optionee does not exercise his or her Option within the
time specified by the Administrator, the Option shall terminate, and the Shares
covered by such Option shall revert to the Plan.

            (c) Disability of Optionee. In the event that an Optionee's
Continuous Status as an Employee or Consultant terminates as a result of the
Optionee's Disability, the Optionee may exercise his or her Option at any time
within twelve (12) months from the date of such termination, but only to the
extent that the Optionee was entitled to exercise it at the date of such
termination (but in no event later than the expiration of the term of such
Option as set forth in the Notice of Grant). If, at the date of termination, the
Optionee is not entitled to exercise his or her entire Option, the Shares
covered by the unexercisable portion of the Option shall revert to the Plan. If,
after termination, the Optionee does not exercise his or her Option within the
time specified herein, the Option shall terminate, and the Shares covered by
such Option shall revert to the Plan.

            (d) Death of Optionee. In the event of the death of an Optionee, the
Option may be exercised at any time within twelve (12) months following the date
of death (but in no event later than the expiration of the term of such Option
as set forth in the Notice of Grant), by the Optionee's estate or by a person
who acquired the right to exercise the Option by bequest or inheritance, but
only to the extent that the Optionee was entitled to exercise the Option at the
date of death. If, at the time of death, the Optionee was not entitled to
exercise his or her entire Option, the Shares covered by the unexercisable
portion of the Option shall immediately revert to the Plan. If, after death, the
Optionee's estate or a person who acquired the right to exercise the Option by
bequest or inheritance does not exercise the Option within the time specified
herein, the Option shall terminate, and the Shares covered by such Option shall
revert to the Plan.

        11. Non-Transferability of Options. Unless determined otherwise by the
Administrator, an Option may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee. If the Administrator makes an Option
transferable, such Option shall contain such additional terms and conditions as
the Administrator deems appropriate.

        12. Adjustments Upon Changes in Capitalization, Dissolution, Merger,
Asset Sale or Change of Control.

            (a) Changes in Capitalization. Subject to any required action by the
stockholders of the Company, the number of shares of Common Stock covered by
each outstanding Option, and





                                      -9-
<PAGE>   10

the number of shares of Common Stock which have been authorized for issuance
under the Plan but as to which no Options have yet been granted or which have
been returned to the Plan upon cancellation or expiration of an Option, as well
as the price per share of Common Stock covered by each such outstanding Option,
shall be proportionately adjusted for any increase or decrease in the number of
issued shares of Common Stock resulting from a stock split, reverse stock split,
stock dividend, combination or reclassification of the Common Stock, or any
other increase or decrease in the number of issued shares of Common Stock
effected without receipt of consideration by the Company; provided, however,
that conversion of any convertible securities of the Company shall not be deemed
to have been "effected without receipt of consideration." Such adjustment shall
be made by the Board, whose determination in that respect shall be final,
binding and conclusive. Except as expressly provided herein, no issuance by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, shall affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares of Common Stock subject
to an Option.

            (b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, to the extent that an Option has not
been previously exercised, it will terminate immediately prior to the
consummation of such proposed action. However, in such event, the Board may,
alternatively and in the exercise of its sole discretion, declare that any
Option shall terminate as of a date fixed by the Board and give each Optionee
the right to exercise his or her Option as to all or any part of the Optioned
Stock, including Shares as to which the Option would not otherwise be
exercisable.

            (c) Merger or Asset Sale. In the event of a merger of the Company
with or into another corporation, each outstanding Option shall be assumed or an
equivalent option or right to receive an equivalent amount of Common Stock shall
be substituted by the successor corporation or a Parent or Subsidiary of the
successor corporation. Moreover, subject to subsection (d) below, in the further
event that the successor corporation does not agree to assume the Option or to
substitute an equivalent option or right, the Optionee shall vest in and have
the right to exercise the Option as to all of the Optioned Stock, including
Shares as to which it would not otherwise be vested or exercisable. If the
Option becomes vested and exercisable in lieu of assumption or substitution in
the event of a merger or sale of assets, the Administrator shall notify the
Optionee that the Option shall be fully vested and exercisable for a period of
fifteen (15) days from the date of such notice, and the Option will terminate
upon the expiration of such period. For the purposes of this paragraph, the
Option shall be considered assumed if, following the merger or sale of assets,
the option or right confers the right to purchase, for each Share of Optioned
Stock subject to the Option immediately prior to the merger or sale of assets,
the consideration (whether stock, cash, or other securities or property)
received in the merger or sale of assets by holders of Common Stock for each
Share held on the effective date of the transaction (and if holders were offered
a choice of consideration, the type of consideration chosen by the holders of a
majority of the outstanding Shares); provided, however, that if such
consideration received in the merger or sale of assets was not solely common
stock of the successor corporation or its Parent, the Administrator may, with
the consent of the successor corporation and the participant, provide for the
consideration to be received upon the exercise of the Option, for each Share of
Optioned Stock subject to the Option, to be solely common




                                      -10-
<PAGE>   11

stock of the successor corporation or its Parent equal in fair market value to
the per share consideration received by holders of Common Stock in the merger or
sale of assets.

            (d) Change in Control. In the event of a Change of Control (as
defined below), except as otherwise determined by the Board, the Optionee shall
fully vest in and have the right to exercise the Option as to all of the
Optioned Stock, including Shares as to which it would not otherwise be vested or
exercisable. If an Option becomes fully vested and exercisable as the result of
a Change of Control, the Administrator shall notify the Optionee in writing or
electronically prior to the Change of Control that the Option shall be fully
vested and exercisable for a period of fifteen (15) days from the date of such
notice, and the Option shall terminate upon the expiration of such period. For
purposes of this Agreement, a "Change of Control" means the happening of any of
the following events:

                (i) When any "person," as such term is used in Sections 13(d)
and 14(d) of the Exchange Act (other than the Company, a Subsidiary or a Company
employee benefit plan, including any trustee of such plan acting as trustee) is
or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company representing fifty
percent (50%) or more of the combined voting power of the Company's then
outstanding securities entitled to vote generally in the election of directors:
or

                (ii) The stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than fifty percent (50%) of the total voting power
represented by the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation, or the stockholders
of the Company approve an agreement for the sale or disposition by the Company
of all or substantially all the Company's assets; or

                (iii) A change in the composition of the Board of Directors of
the Company, as a result of which fewer than a majority of the directors are
Incumbent Directors. "Incumbent Directors" shall mean directors who either (A)
are directors of the Company as of the date the Plan is approved by the
stockholders, or (B) are elected, or nominated for election, to the Board of
Directors of the Company with the affirmative votes of at least a majority of
the Incumbent Directors at the time of such election or nomination (but shall
not include an individual whose election or nomination is in connection with an
actual or threatened proxy contest relating to the election of directors to the
Company).

        13. Date of Grant. The date of grant of an Option shall be, for all
purposes, the date on which the Administrator makes the determination granting
such Option, or such other later date as is determined by the Administrator.
Notice of the determination shall be provided to each Optionee within a
reasonable time after the date of such grant.





                                      -11-
<PAGE>   12

        14. Amendment and Termination of the Plan.

            (a) Amendment and Termination. The Board may at any time amend,
alter, suspend or terminate the Plan.

            (b) Stockholder Approval. The Company shall obtain stockholder
approval of any Plan amendment to the extent necessary and desirable to comply
with Section 422 of the Code (or any successor rule or statute or other
applicable law, rule or regulation, including the requirements of any exchange
or quotation system on which the Common Stock is listed or quoted). Such
stockholder approval, if required, shall be obtained in such a manner and to
such a degree as is required by the applicable law, rule or regulation.

            (c) Effect of Amendment or Termination. No amendment, alteration,
suspension or termination of the Plan shall impair the rights of any Optionee,
unless mutually agreed otherwise between the Optionee and the Administrator,
which agreement must be in writing and signed by the Optionee and the Company.

        15. Conditions Upon Issuance of Shares.

            (a) Legal Compliance. Shares shall not be issued pursuant to the
exercise of an Option unless the exercise of such Option and the issuance and
delivery of such Shares shall comply with all relevant provisions of law,
including, without limitation, the Securities Act of 1933, as amended, the
Exchange Act, the rules and regulations promulgated thereunder, Applicable Laws,
and the requirements of any stock exchange or quotation system upon which the
Shares may then be listed or quoted, and shall be further subject to the
approval of counsel for the Company with respect to such compliance.

            (b) Investment Representations. As a condition to the exercise of an
Option, the Company may require the person exercising such Option to represent
and warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute such
Shares if, in the opinion of counsel for the Company, such a representation is
required.

        16. Liability of Company.

            (a) Inability to Obtain Authority. The inability of the Company to
obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company's counsel to be necessary to the lawful issuance and
sale of any Shares hereunder, shall relieve the Company of any liability in
respect of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.

            (b) Grants Exceeding Allotted Shares. If the Optioned Stock covered
by an Option exceeds, as of the date of grant, the number of Shares which may be
issued under the Plan without additional stockholder approval, such Option shall
be void with respect to such excess





                                      -12-
<PAGE>   13

Optioned Stock, unless stockholder approval of an amendment sufficiently
increasing the number of Shares subject to the Plan is timely obtained in
accordance with Section 14(b) of the Plan.

        17. Reservation of Shares. The Company, during the term of this Plan,
will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

        18. Stockholder Approval. Continuance of the Plan shall be subject to
approval by the stockholders of the Company within twelve (12) months before or
after the date the Plan is adopted. Such stockholder approval shall be obtained
in the manner and to the degree required under applicable federal and state law.
























                                      -13-





<PAGE>   1
                                                                     Exhibit 4.3


- --------------------------------------------------------------------------------

NOTICE OF GRANT OF STOCK OPTIONS                  SUPERCONDUCTOR TECHNOLOGIES
AND OPTION AGREEMENT                              ID: 77-0153076
                                                  460 Ward Dr., Suite F
                                                  Santa Barbara, CA 93111-2310

- --------------------------------------------------------------------------------

(NAME)                                            OPTION NUMBER:
(STREET ADDRESS)                                  PLAN:            88
(CITY, STATE, ZIP                                 ID:
- --------------------------------------------------------------------------------

Effective ___________, you have been granted a(n) (Incentive/Nonstatutory) Stock
Option to  buy _______ shares of Superconductor Technologies (the Company) stock
at $______ per share.

The total option price of the shares granted is $________.

Shares in each period will become fully vested on the date shown.


     Shares              Vest Type          Full Vest         Expiration
     ------              ---------          ---------         ----------

     (Number)           (Schedule)            (Date)            (Date)










- --------------------------------------------------------------------------------

By your signature and the Company's signature below, you and the Company agree
that these options are granted under and governed by the terms and conditions of
the Company's Stock Option Plan as amended and the Option Agreement, all of
which are attached and made a part of this document.

- --------------------------------------------------------------------------------


- ---------------------------------------                -------------------------
Superconductor Technologies                            Date


- ---------------------------------------                -------------------------
(Optionee Name)                                        Date

<PAGE>   2



                                CONSENT OF SPOUSE

        The undersigned spouse of Optionee has read and hereby approves the
terms and conditions of the Plan and this Option Agreement. In consideration of
the Company's granting his or her spouse the right to purchase Shares as set
forth in the Plan and this Option Agreement, the undersigned hereby agrees to be
irrevocably bound by the terms and conditions of the Plan and this Option
Agreement and further agrees that any community property interest shall be
similarly bound. The undersigned hereby appoints the undersigned's spouse as
attorney-in-fact for the undersigned with respect to any amendment or exercise
of rights under the Plan or this Option Agreement.



                                       -----------------------------------------
                                        Spouse of Optionee


                                       2


<PAGE>   3



                        SUPERCONDUCTOR TECHNOLOGIES INC.

                   AMENDED AND RESTATED 1988 STOCK OPTION PLAN

                             STOCK OPTION AGREEMENT


        Unless otherwise defined herein, the terms defined in the Plan shall
have the same defined meanings in this Option Agreement.


II.     AGREEMENT

        A.     Grant of Option. The Plan Administrator of the Company hereby
grants to the Optionee named in the attached Notice of Grant attached as part of
this Agreement (the "Optionee"), an option (the "Option") to purchase a number
of Shares, as set forth in the Notice of Grant, at the exercise price per share
set forth in the Notice of Grant (the "Exercise Price"), subject to the terms
and conditions of the Plan, which is incorporated herein by reference. Subject
to Section 14(c) of the Plan, in the event of a conflict between the terms and
conditions of the Plan and the terms and conditions of this Option Agreement,
the terms and conditions of the Plan shall prevail.

               If designated in the Notice of Grant as an Incentive Stock
Option, this Option is intended to qualify as an Incentive Stock Option under
Section 422 of the Code.

        B.     Exercise of Option.

               (1)    Right to Exercise. This Option is exercisable during its
term in accordance with the Vesting Schedule set out in the Notice of Grant and
the applicable provisions of the Plan and this Option Agreement. In the event of
Optionee's death, disability or other termination of Optionee's employment or
consulting relationship, the exercisability of the Option is governed by the
applicable provisions of the Plan and this Option Agreement.

               (2)    Termination Period:

        This Option may be exercised for three months after termination of
employment or consulting relationship, or such longer period as may be
applicable upon death or Disability of Optionee as provided in the Plan, but in
no event later than the Term/Expiration Date as provided on attached Notice of
Grant.

               (3)    Method of Exercise. This Option is exercisable by delivery
of an exercise notice, in the form attached as Exhibit A (the "Exercise
Notice"), which shall state the election to exercise the Option, the number of
Shares in respect of which the Option is being exercised (the "Exercised
Shares"), and such other representations and agreements as may be required by
the Company pursuant to the provisions of the Plan. The Exercise Notice shall be
signed by the Optionee and shall be delivered in person or by certified mail to
the Secretary of the Company. The Exercise Notice shall be accompanied by
payment of the aggregate Exercise Price as to all Exercised Shares. This Option
shall be deemed to be exercised upon receipt by the Company of such fully
executed Exercise Notice accompanied by such aggregate Exercise Price.

               No Shares shall be issued pursuant to the exercise of this Option
unless such issuance and exercise complies with all relevant provisions of law
and the requirements of any stock exchange or quotation service upon which the
Shares are then listed. Assuming such compliance, for income tax purposes the
Exercised Shares shall be considered transferred to the Optionee on the date the
Option is exercised with respect to such Exercised Shares.


<PAGE>   4

        C.     Method of Payment. Payment of the aggregate Exercise Price shall
be by any of the following, or a combination thereof, at the election of the
Optionee:

               (1)    cash; or

               (2)    check; or

               (3)    delivery of a properly executed exercise notice together
with such other documentation as the Administrator and the broker, if
applicable, shall require to effect an exercise of the Option and delivery to
the Company of the sale or loan proceeds required to pay the exercise price; or

               (4)    surrender of other Shares which (i) in the case of Shares
acquired upon exercise of an option, have been owned by the Optionee for more
than six (6) months on the date of surrender, AND (ii) have a Fair Market Value
on the date of surrender equal to the aggregate Exercise Price of the Exercised
Shares; or

               (5)    delivery of Optionee's promissory note (the "Note") in the
form attached hereto as Exhibit D, in the amount of the aggregate Exercise Price
of the Exercised Shares together with the execution and delivery by the Optionee
of the Security Agreement attached hereto as Exhibit C. The Note shall bear
interest at a rate no less than the "applicable federal rate" prescribed under
the Code and its regulations at time of purchase, and shall be secured by a
pledge of the Shares purchased by the Note pursuant to the Security Agreement.

        D.     Non-Transferability of Option. Unless determined otherwise by the
Administrator, an Option may not be transferred in any manner otherwise than by
will or by the laws of descent or distribution and may be exercised during the
lifetime of Optionee only by the Optionee. The terms of the Plan and this Option
Agreement shall be binding upon the executors, administrators, heirs, successors
and assigns of the Optionee.

        E.     Term of Option. This Option may be exercised only within the term
set out in the Notice of Grant, and may be exercised during such term only in
accordance with the Plan and the terms of this Option Agreement.

        F.     Optionee's Representations. In the event the Shares purchasable
pursuant to the exercise of this Option have not been registered under the
Securities Act of 1933, as amended, at the time this Option is exercised,
Optionee shall, if required by the Company, concurrently with the exercise of
all or any portion of this Option, deliver to the Company his Investment
Representation Statement in the form attached hereto as Exhibit B, and shall
read the applicable rules of the Commissioner of Corporations attached to such
Investment Representation Statement.

        G.     Tax Consequences. Some of the federal tax consequences relating
to this Option, as of the date of this Option, are set forth below. THIS SUMMARY
IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO
CHANGE. THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION
OR DISPOSING OF THE SHARES.

               (1)    Exercising the Option.

                      (a)    Nonqualified Stock Option ("NSO"). If this Option
does not qualify as an ISO, the Optionee may incur regular federal income tax
liability upon exercise. The Optionee will be treated as having received
compensation income (taxable at ordinary income tax rates) equal to the excess,
if any, of the fair market value of the Exercised Shares on the date of exercise
over their aggregate Exercise Price. If the Optionee is an employee, the Company
will be required to withhold from his or her compensation or collect from
Optionee and pay to the applicable taxing authorities an amount equal to a
percentage of this compensation income at the time of exercise.


                                       2
<PAGE>   5

                      (b)    Incentive Stock Option ("ISO"). If this Option
qualifies as an ISO, the Optionee will have no regular federal income tax
liability upon its exercise, although the excess, if any, of the fair market
value of the Exercised Shares on the date of exercise over their aggregate
Exercise Price will be treated as an adjustment to the alternative minimum tax
for federal tax purposes and may subject the Optionee to alternative minimum tax
in the year of exercise.

               (2)    Disposition of Shares.

                      (a)    NSO. If the Optionee holds NSO Shares for at least
one year after exercise, any gain realized on disposition of the Shares will be
treated as long-term capital gain for federal income tax purposes.

                      (b)    ISO. If the Optionee holds ISO Shares for at least
one year after exercise or two years after the grant date, any gain realized on
disposition of the Shares will be treated as long-term capital gain for federal
income tax purposes. With recent tax law changes, please consult your tax
adviser for more information on holding periods and tax rates. If the Optionee
disposes of ISO Shares within one year after exercise or two years after the
grant date, any gain realized on such disposition will be treated as
compensation income (taxable at ordinary income rates) to the extent of the
excess, if any, of the LESSER OF (A) the difference between the FAIR MARKET
VALUE OF THE SHARES ACQUIRED ON THE DATE OF EXERCISE and the aggregate Exercise
Price, or (B) the difference between the SALE PRICE of such Shares and the
aggregate Exercise Price.

               (3)    Notice of Disqualifying Disposition of ISO Shares. If the
Optionee sells or otherwise disposes of any of the Shares acquired pursuant to
an ISO on or before the later of (i) two years after the grant date, or (ii) one
year after the exercise date, the Optionee shall immediately notify the Company
in writing of such disposition. The Optionee agrees that he or she may be
subject to income tax withholding by the Company on the compensation income
recognized from such early disposition of ISO Shares by payment in cash or out
of the current earnings paid to the Optionee.







                                       3
<PAGE>   6



                                    EXHIBIT A

                        SUPERCONDUCTOR TECHNOLOGIES INC.

                   AMENDED AND RESTATED 1988 STOCK OPTION PLAN

                                 EXERCISE NOTICE



        1.     Exercise of Option. Effective as of today, ___________, 199__,
the undersigned ("Purchaser") hereby elects to purchase _________ shares (the
"Shares") of the Common Stock of Superconductor Technologies Inc. (the
"Company") under and pursuant to the Company's Amended and Restated 1988 Stock
Option Plan (the "Plan") and the Stock Option Agreement dated __________ (the
"Option Agreement"). The purchase price for the Shares shall be $________, as
required by the Option Agreement.

        2.     Delivery of Payment. Purchaser herewith delivers to the Company
the full purchase price for the Shares.

        3.     Representations of Purchaser. Purchaser acknowledges that
Purchaser has received, read and understood the Plan and the Option Agreement
and agrees to abide by and be bound by their terms and conditions.

        4.     Rights as Shareholder. Subject to the terms and conditions of
this Agreement, Purchaser shall have all of the rights of a shareholder of the
Company with respect to the Shares from and after the date that Purchaser
delivers full payment of the Exercise Price until such time as Purchaser
disposes of the Shares.

        5.     Tax Consultation. Purchaser understands that Purchaser may suffer
adverse tax consequences as a result of Purchaser's purchase or disposition of
the Shares. Purchaser represents that Purchaser has consulted with any tax
consultants Purchaser deems advisable in connection with the purchase or
disposition of the Shares and that Purchaser is not relying on the Company for
any tax advice.

        6.     Entire Agreement; Governing Law. The Plan and Option Agreement
are incorporated herein by reference. This Agreement, the Plan and the Option
Agreement constitute the entire agreement of the parties and supersede in their
entirety all prior undertakings and agreements of the Company and Purchaser with
respect to the subject matter hereof, and such agreement is governed by
California law except for that body of law pertaining to conflict of laws.


Submitted by:                           Accepted by:

PURCHASER:                              SUPERCONDUCTOR TECHNOLOGIES INC.


___________________________             By: __________________________
Signature

___________________________             Its: _________________________
Print Name


Address:                                Address:

___________________________             460 Ward Drive, Suite F
                                        Santa Barbara, CA  93111-2310
___________________________




                                       4

<PAGE>   1
                                                                     EXHIBIT 4.4



                        SUPERCONDUCTOR TECHNOLOGIES INC.

                            1992 DIRECTOR OPTION PLAN
                        (AS AMENDED THROUGH JANUARY 1997)

        1. Purposes of the Plan. The purposes of this 1992 Director Option Plan
are to attract and retain the best available personnel for service as Outside
Directors (as defined herein) of the Company, to provide additional incentive to
the Outside Directors of the Company to serve as Directors, and to encourage
their continued service on the Board.

           All options granted hereunder shall be "non-statutory stock options."

        2. Definitions. As used herein, the following definitions shall apply:

           (a) "Board" means the Board of Directors of the Company.

           (b) "Code" means the Internal Revenue Code of 1986, as amended.

           (c) "Common Stock" means the Common Stock of the Company.

           (d) "Company" means Superconductor Technologies Inc., a Delaware
corporation.

           (e) "Continuous Status as a Director" means the absence of any
interruption or termination of service as a Director.

           (f) "Director" means a member of the Board.

           (g) "Employee" means any person, including officers and Directors,
employed by the Company or any Parent or Subsidiary of the Company. The payment
of a Director's fee by the Company shall not be sufficient in and of itself to
constitute "employment" by the Company.

           (h) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

           (i) "Fair Market Value" means, as of any date, the value of Common
Stock determined as follows:

               (i) If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the National
Market System of the National Association of Securities Dealers, Inc. Automated
Quotation ("NASDAQ") System, the Fair Market Value of a Share of Common Stock
shall be the closing sales price for such stock (or the closing bid, if no sales
were reported) as quoted on such system or exchange (or the exchange with the
greatest volume of trading in Common Stock) on the date of grant, as reported in
The Wall Street Journal or such other source as the Board deems reliable;

               (ii) If the Common Stock is quoted on the NASDAQ System (but not
on the National Market System thereof) or regularly quoted by a recognized
securities dealer but selling prices



<PAGE>   2

are not reported, the Fair Market Value of a Share of Common Stock shall be the
mean between the bid and asked prices for the Common Stock on the last market
trading day prior to the day of determination, as reported in The Wall Street
Journal or such other source as the Board deems reliable, or;

               (iii) In the absence of an established market for the Common
Stock, the Fair Market Value thereof shall be determined in good faith by the
Board.

           (j) "Option" means a stock option granted pursuant to the Plan.

           (k) "Optioned Stock" means the Common Stock subject to an Option.

           (l) "Optionee" means an Outside Director who receives an Option.

           (m) "Outside Director" means a Director who is not an Employee.

           (n) "Parent" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.

           (o) "Plan" means this 1992 Director Option Plan, as amended.

           (p) "Share" means a share of the Common Stock, as adjusted in
accordance with Section 10 of the Plan.

           (q) "Subsidiary" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Internal Revenue Code of
1986.

        3. Stock Subject to the Plan. Subject to the provisions of Section 10 of
the Plan, the maximum aggregate number of Shares which may be optioned and sold
under the Plan is 135,000 Shares (the "Pool") of Common Stock. The Shares may be
authorized but unissued, or reacquired Common Stock.

           If an Option should expire or become unexercisable for any reason
without having been exercised in full, the unpurchased Shares which were subject
thereto shall, unless the Plan shall have been terminated, become available for
future grant under the Plan.

        4. Administration of and Grants of Options under the Plan.

           (a) Administrator. Except as otherwise required herein, the Plan
shall be administered by the Board.

           (b) Procedure for Grants. All grants of Options to Outside Directors
under this Plan shall be automatic and non-discretionary and shall be made
strictly in accordance with the following provisions:





                                      -2-
<PAGE>   3

               (i) No person shall have any discretion to select which Outside
Directors shall be granted Options or to determine the number of Shares to be
covered by Options granted to Outside Directors.

               (ii) Commencing May 11, 1995, each Outside Director shall be
automatically granted an Option to purchase 15,000 Shares (the "First Option")
(A) on the date on which such person first becomes a Director, whether through
election by the stockholders of the Company or appointment by the Board to fill
a vacancy; and (B) on the date on which such Outside Director (i) ceases to
serve in a representative capacity on behalf of a stockholder of the Company and
(ii) the Board and such Outside Director determine that such Outside Director
shall continue to serve on the Board.

               (iii) Commencing May 11, 1995, each Outside Director shall be
automatically granted an Option to purchase 3,000 Shares (a "Subsequent Option")
on June 1 of each year, if on such grant date, he shall have served on the Board
for at least six (6) months.

               (iv) Notwithstanding the provisions of subsections (ii) and (iii)
hereof, any grant of an Option made before the Company has obtained stockholder
approval of the Plan in accordance with Section 16 hereof shall be conditioned
upon obtaining such stockholder approval of the Plan in accordance with Section
16 hereof.

               (v) The terms of a First Option granted hereunder shall be as
follows:

                   (A) the term of the First Option shall be ten (10) years.

                   (B) the First Option shall be exercisable only while the
Outside Director remains a Director of the Company, except as set forth in
Section 8 hereof.

                   (C) the exercise price per Share shall be 100% of the fair
market value per Share on the date of grant of the First Option.




                                      -3-
<PAGE>   4

                    (D) the First Option shall become exercisable in
installments cumulatively as to twenty-five percent of the Shares subject to the
First Option on each anniversary of its date of grant.

               (vi) The terms of a Subsequent Option granted hereunder shall be
as follows:

                    (A) the term of the Subsequent Option shall be ten (10)
years.

                    (B) the Subsequent Option shall be exercisable only while
the Outside Director remains a Director of the Company, except as set forth in
Section 8 hereof.

                    (C) the exercise price per Share shall be 100% of the fair
market value per Share on the date of grant of the Subsequent Option.

                    (D) commencing May 11, 1995, the Subsequent Option shall
become exercisable as to fifty percent of the Shares subject to the Subsequent
Option on each anniversary of its date of grant.

                (vii) In the event that any Option granted under the Plan would
cause the number of Shares subject to outstanding Options plus the number of
Shares previously purchased under Options to exceed the Pool, then the remaining
Shares available for Option grant shall be granted under Options to the Outside
Directors on a pro rata basis. No further grants shall be made until such time,
if any, as additional Shares become available for grant under the Plan through
action of the stockholders to increase the number of Shares which may be issued
under the Plan or through cancellation or expira tion of Options previously
granted hereunder.

           (c) Powers of the Board. Subject to the provisions and restrictions
of the Plan, the Board shall have the authority, in its discretion: (i) to
determine, upon review of relevant information and in accordance with Section
2(i) of the Plan, the Fair Market Value of the Common Stock; (ii) to interpret
the Plan; (iii) to prescribe, amend and rescind rules and regulations relating
to the Plan; (iv) to authorize any person to execute on behalf of the Company
any instrument required to effectuate the grant of an Option previously granted
hereunder; and (v) to make all other determinations deemed necessary or
advisable for the administration of the Plan.

           (d) Effect of Board's Decision. All decisions, determinations and
interpretations of the Board shall be final.

        5. Eligibility. Options may be granted only to Outside Directors. All
Options shall be automatically granted in accordance with the terms set forth in
Section 4(b) hereof. An Outside Director who has been granted an Option may, if
he is otherwise eligible, be granted an additional Option or Options in
accordance with such provisions.

               The Plan shall not confer upon any Optionee any right with
respect to continuation of service as a Director or nomination to serve as a
Director, nor shall it interfere in any way with any rights which the Director
or the Company may have to terminate his or her directorship at any time.

        6. Term of Plan. The Plan shall become effective upon the earlier to
occur of its adoption by the Board or its approval by the stockholders of the
Company as described in Section 16 of the Plan. It shall continue in effect for
a term of ten (10) years unless sooner terminated under Section 11 of the Plan.

        7. Exercise Price and Consideration.

           (a) Exercise Price. The per Share exercise price for Optioned Stock
shall be 100% of the Fair Market Value per Share on the date of grant of the
Option.





                                      -4-
<PAGE>   5

               (b) Form of Consideration. The consideration to be paid for the
Shares to be issued upon exercise of an Option, including the method of payment,
shall be determined by the Board and may consist entirely of (i) cash, (ii)
check, (iii) promissory note, (iv) other shares which (x) in the case of Shares
acquired upon exercise of an Option, have been owned by the Optionee for more
than six (6) months on the date of surrender, and (y) have a Fair Market Value
on the date of surrender equal to the aggregate exercise price of the Shares as
to which said Option shall be exercised, (v) delivery of a properly executed
exercise notice together with such other documentation as the Board and the
broker, if applicable, shall require to effect an exercise of the Option and
delivery to the Company of the sale or loan proceeds required to pay the
exercise price, (vi) delivery of an irrevocable subscription agreement for the
Shares which irrevocably obligates the Optionee to take and pay for the Shares
not more than twelve (12) months after the date of delivery of the subscription
agreement, (vii) any combination of the foregoing methods of payment, or (viii)
such other consideration and method of payment for the issuance of Shares to the
extent permitted under applicable law.

        8. Exercise of Option.

           (a) Procedure for Exercise; Rights as a Stockholder. Any Option
granted hereunder shall be exercisable at such times as are set forth in Section
4(b) hereof; provided, however, that no Options shall be exercisable until
stockholder approval of the Plan in accordance with all applicable laws and
regulations (including any stock exchange or Nasdaq rules) has been obtained.

           An Option may not be exercised for a fraction of a Share.

           An Option shall be deemed to be exercised when written notice of such
exercise has been given to the Company in accordance with the terms of the
Option by the person entitled to exercise the Option and full payment for the
Shares with respect to which the Option is exercised has been received by the
Company. Full payment may consist of any consideration and method of payment
allowable under Section 7(b) of the Plan. Until the issuance (as evidenced by
the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company) of the stock certificate evidencing such Shares,
no right to vote or receive dividends or any other rights as a stockholder shall
exist with respect to the Optioned Stock, notwithstanding the exercise of the
Option. A share certificate for the number of Shares so acquired shall be issued
to the Optionee as soon as practicable after exercise of the Option. No
adjustment will be made for a dividend or other right for which the record date
is prior to the date the stock certificate is issued, except as provided in
Section 10 of the Plan.

           Exercise of an Option in any manner shall result in a decrease in the
number of Shares which thereafter may be available, both for purposes of the
Plan and for sale under the Option, by the number of Shares as to which the
Option is exercised.

           (b) Termination of Continuous Status as a Director. In the event an
Optionee's Continuous Status as a Director terminates (other than upon the
Optionee's death or total and permanent disability (as defined in Section
22(e)(3) of the Code)), the Optionee may exercise his or her Option, but only
within three (3) months from the date of such termination, and only to the
extent that the Optionee





                                      -5-
<PAGE>   6

was entitled to exercise it at the date of such termination (but in no event
later than the expiration of its ten (10) year term). To the extent that the
Optionee was not entitled to exercise an Option at the date of such termination,
and to the extent that the Optionee does not exercise such Option (to the extent
otherwise so entitled) within the time specified herein, the Option shall
terminate.

               (c) Disability of Optionee. In the event Optionee's Continuous
Status as a Director terminates as a result of total and permanent disability
(as defined in Section 22(e)(3) of the Code), the Optionee may exercise his or
her Option, but only within twelve (12) months from the date of such
termination, and only to the extent that the Optionee was entitled to exercise
it at the date of such termination (but in no event later than the expiration of
its ten (10) year term). To the extent that the Optionee was not entitled to
exercise an Option at the date of termination, or if he or she does not exercise
such Option (to the extent otherwise so entitled) within the time specified
herein, the Option shall terminate.

               (d) Death of Optionee. In the event of an Optionee's death, the
Optionee's estate or a person who acquired the right to exercise the Option by
bequest or inheritance may exercise the Option, but only within twelve (12)
months following the date of death, and only to the extent that the Optionee was
entitled to exercise it at the date of death (but in no event later than the
expiration of its ten (10) year term). To the extent that the Optionee was not
entitled to exercise an Option at the date of death, and to the extent that the
Optionee's estate or a person who acquired the right to exercise such Option
does not exercise such Option (to the extent otherwise so entitled) within the
time specified herein, the Option shall terminate.

        9. Non-Transferability of Options. Unless determined otherwise by the
Administrator, an Option may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee. If the Administrator makes an Option
transferable, such Option shall contain such additional terms and conditions as
the Administrator deems appropriate.

        10. Adjustments Upon Changes in Capitalization, Dissolution, Merger,
Asset Sale or Change of Control.

            (a) Changes in Capitalization. Subject to any required action by the
stockholders of the Company, the number of Shares covered by each outstanding
Option and the number of Shares which have been authorized for issuance under
the Plan but as to which no Options have yet been granted or which have been
returned to the Plan upon cancellation or expiration of an Option, as well as
the price per Share covered by each such outstanding Option, shall be
proportionately adjusted for any increase or decrease in the number of issued
Shares resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued Shares effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,




                                      -6-
<PAGE>   7

shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of Shares subject to an Option.

            (b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, to the extent that an Option has not
been previously exercised, it will terminate immediately prior to the
consummation of such proposed action. The Board may, in the exercise of its sole
discretion in such instances, declare that any Option shall terminate as of a
date fixed by the Board and give each Optionee the right to exercise his or her
Option as to all or any part of the Optioned Stock, including Shares as to which
the Option would not otherwise be exercisable.

            (c) Merger or Asset Sale. In the event of a merger of the Company
with or into another corporation, or the sale of substantially all of the assets
of the Company, each outstanding Option shall be assumed or an equivalent option
shall be substituted by the successor corporation or a Parent or Subsidiary of
the successor corporation. In the event that the successor corporation does not
agree to assume the Option or to substitute an equivalent option, the Board
shall, in lieu of such assumption or substitution, provide for the Optionee to
have the right to exercise the Option as to all of the Optioned Stock, including
Shares as to which it would not otherwise be exercisable. If the Board makes an
Option fully exercisable in lieu of assumption or substitution in the event of a
merger or sale of assets, the Board shall notify the Optionee that the Option
shall be fully exercisable for a period of thirty (30) days from the date of
such notice, and the Option will terminate upon the expiration of such period.
For the purposes of this paragraph, the Option shall be considered assumed if,
following the merger or sale of assets, the option or right confers the right to
purchase, for each Share of Optioned Stock subject to the Option immediately
prior to the merger or sale of assets, the consideration (whether stock, cash,
or other securities or property) received in the merger or sale of assets by
holders of Common Stock for each Share held on the effective date of the
transaction (and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding Shares);
provided, however, that if such consideration received in the merger or sale of
assets was not solely common stock of the successor corporation or its Parent,
the Board may, with the consent of the successor corporation and the
participant, provide for the consideration to be received upon the exercise of
the Option, for each Share of Optioned Stock subject to the Option, to be solely
common stock of the successor corporation or its Parent equal in Fair Market
Value to the per share consideration received by holders of Common Stock in the
merger or sale of assets.

        11. Amendment and Termination of the Plan.

            (a) Amendment and Termination. The Board may at any time amend,
alter, suspend, or discontinue the Plan, but no amendment, alteration,
suspension, or discontinuation shall be made which would impair the rights of
any Optionee under any grant theretofore made, without his or her con sent. In
addition, to the extent necessary and desirable to comply with all applicable
laws and regulations (including any stock exchange or Nasdaq rules), the Company
shall obtain stockholder approval of any Plan amendment in such a manner and to
such a degree as required.





                                      -7-
<PAGE>   8

            (b) Effect of Amendment or Termination. Any such amendment or
termination of the Plan shall not affect Options already granted and such
Options shall remain in full force and effect as if this Plan had not been
amended or terminated.

        12. Time of Granting Options. The date of grant of an Option shall, for
all purposes, be the date determined in accordance with Section 4(b) hereof.
Notice of the determination shall be given to each Outside Director to whom an
Option is so granted within a reasonable time after the date of such grant.

        13. Conditions Upon Issuance of Shares. Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such Option and the
issuance and delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the Securities Act of
1933, as amended, the Exchange Act, the rules and regulations promulgated
thereunder, state securities laws, and the requirements of any stock exchange
upon which the Shares may then be listed, and shall be further subject to the
approval of counsel for the Company with respect to such compliance.

            As a condition to the exercise of an Option, the Company may require
the person exercising such Option to represent and warrant at the time of any
such exercise that the Shares are being purchased only for investment and
without any present intention to sell or distribute such Shares, if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned relevant provisions of law.

            Inability of the Company to obtain authority from any regulatory
body having jurisdiction, which authority is deemed by the Company's counsel to
be necessary to the lawful issuance and sale of any Shares hereunder, shall
relieve the Company of any liability in respect of the failure to issue or sell
such Shares as to which such requisite authority shall not have been obtained.

        14. Reservation of Shares. The Company, during the term of this Plan,
will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

        15. Option Agreement. Options shall be evidenced by written option
agreements in such form as the Board shall approve.

        16. Stockholder Approval. Continuance of the Plan shall be subject to
approval by the stockholders of the Company at or prior to the first annual
meeting of stockholders held subsequent to the granting of an Option hereunder.
Such stockholder approval shall be obtained in the degree and manner required
under applicable state and federal law.









                                      -8-




<PAGE>   1
                                                                     Exhibit 4.5


- --------------------------------------------------------------------------------

NOTICE OF GRANT OF STOCK OPTIONS                  SUPERCONDUCTOR TECHNOLOGIES
AND OPTION AGREEMENT                              ID: 77-0153076
                                                  460 Ward Dr., Suite F
                                                  Santa Barbara, CA 93111-2310

- --------------------------------------------------------------------------------


(NAME)                                            OPTION NUMBER:
(STREET ADDRESS)                                  PLAN:            92D
(CITY, STATE, ZIP                                 ID:

- --------------------------------------------------------------------------------

Effective __________, you have been granted a(n) (Incentive/Nonstatutory) Stock
Option to buy ________ shares of Superconductor Technologies (the Company) stock
at $________ per share.

The total option price of the shares granted is $________.

Shares in each period will become fully vested on the date shown.


     Shares              Vest Type          Full Vest         Expiration
     ------              ---------          ---------         ----------
    (Number)            (Schedule)            (Date)             (Date)










- --------------------------------------------------------------------------------

By your signature and the Company's signature below, you and the Company agree
that these options are granted under and governed by the terms and conditions of
the Company's Stock Option Plan as amended and the Option Agreement, all of
which are attached and made a part of this document.

- --------------------------------------------------------------------------------


- ---------------------------------------                -------------------------
Superconductor Technologies                            Date


- ---------------------------------------                -------------------------
(Optionee Name)                                        Date

<PAGE>   2



                                CONSENT OF SPOUSE

        The undersigned spouse of Optionee has read and hereby approves the
terms and conditions of the Plan and this Option Agreement. In consideration of
the Company's granting his or her spouse the right to purchase Shares as set
forth in the Plan and this Option Agreement, the undersigned hereby agrees to be
irrevocably bound by the terms and conditions of the Plan and this Option
Agreement and further agrees that any community property interest shall be
similarly bound. The undersigned hereby appoints the undersigned's spouse as
attorney-in-fact for the undersigned with respect to any amendment or exercise
of rights under the Plan or this Option Agreement.


                                        
                                        ----------------------------------------
                                        Spouse of Optionee


                                       2
                    
<PAGE>   3



                        SUPERCONDUCTOR TECHNOLOGIES INC.

                         1992 DIRECTOR STOCK OPTION PLAN

                             STOCK OPTION AGREEMENT


        Superconductor Technologies Inc., a Delaware corporation (the
"Company"), has granted to the Optionee named in the attached Notice of Grant
attached as part of this Agreement (the "Optionee"), an option (the "Option") to
purchase a total number of Shares, as set forth in the Notice of Grant, at the
exercise price per share set forth in the Notice of Grant (the "Exercise
Price"), and in all respects subject to the terms, definitions and provisions of
the 1992 Director Option Plan (the "Plan") adopted by the Company which is
incorporated herein by reference. The terms defined in the Plan shall have the
same defined meanings herein.

        1.     Nature of the Option. This Option is a nonstatutory option and is
not intended to qualify for any special tax benefits to the Optionee.

        2.     Exercise Price. The per Share exercise price for Optioned Stock
shall be 100% of the Fair Market Value per Share on the date of grant of the
Option.

        3.     Exercise of Option. This Option shall be exercisable during its
term in accordance with the provisions of Section 8 of the Plan as follows:

               (i)    Right to Exercise.

                      (a)    This Option shall become exercisable in accordance
with the vesting schedule set out in the Notice of Grant and the applicable
provisions of the Plan and this Option Agreement.

                      (b)    This Option may not be exercised for a fraction of
a share.

                      (c)    In the event of Optionee's death, disability or
other termination of service as a Director, the exercisability of the Option is
governed by Sections 6, 7 and 8 of this Agreement.

               (ii)   Method of Exercise. This Option shall be exercisable by
written notice, in the form attached hereto as Exhibit A (the "Exercise
Notice"), which shall state the election to exercise the Option, the number of
Shares in respect of which the Option is being exercised, and such other
representations and agreements as to the holder's investment intent with respect
to such Shares of Common Stock as may be required by the Company pursuant to the
provisions of the Plan. The Exercise Notice shall be signed by the Optionee and
shall be delivered in person or by certified mail to the Secretary of the
Company. The written notice shall be accompanied by payment of the exercise
price.

        4.     Method of Payment. Payment of the exercise price shall be by any
of the following, or a combination thereof, at the election of the Optionee:

               (i)    cash;

               (ii)   check; or

               (iii)  surrender of other shares which (x) in the case of Shares
acquired upon exercise of an Option, have been owned by the Optionee for more
than six (6) months on the date of surrender, and (y) have a Fair Market Value
on the date of surrender equal to the aggregate exercise price of the Shares as
to which said Option shall be exercised; or

               (iv)   delivery of a properly executed exercise notice together
with such other documentation as the Board and the broker, if applicable, shall
require to effect an exercise of the Option and delivery to the Company of the
sale or loan proceeds required to pay the exercise price.


<PAGE>   4

        5.     Restrictions on Exercise. This Option may not be exercised if the
issuance of such Shares upon such exercise or the method of payment of
consideration for such shares would constitute a violation of any applicable
federal or state securities or other law or regulations, or if such issuance
would not comply with the requirements of any stock exchange upon which the
Shares may then be listed. As a condition to the exercise of this Option, the
Company may require Optionee to make any representation and warranty to the
Company as may be required by any applicable law or regulation.

        6.     Termination of Continuous Status as a Director. In the event
Optionee's Continuous Status as a Director terminates (other than upon the
Optionee's death or permanent and total disability (as defined in Section
22(e)(3) of the Code)), the Optionee may exercise his or her Option, but only
within three (3) months from the date of such termination, and only to the
extent that the Optionee was entitled to exercise it at the date of such
termination (but in no event later than the expiration of its ten (10) year
term). To the extent that the Optionee was not entitled to exercise this Option
at the date of such termination, and to the extent that Optionee does not
exercise this Option (to the extent otherwise so entitled) within the time
specified herein, the Option shall terminate.

        7.     Disability of Optionee. In the event Optionee's Continuous Status
as a Director terminates as a result of his total and permanent disability (as
defined in Section 22(e)(3) of the Code), Optionee may exercise his or her
Option, but only within twelve (12) months from the date of termination, and
only to the extent that the Optionee was entitled to exercise it at the date of
such termination (but in no event later than the date of expiration of its ten
(10) year term). To the extent that Optionee was not entitled to exercise this
Option at the date of termination, and to the extent Optionee does not exercise
this Option (to the extent otherwise so entitled) within the time specified
herein, the Option shall terminate.

        8.     Death of Optionee. In the event of the Optionee's death, the
Optionee's estate or a person who acquired the right to exercise the Option by
bequest or inheritance may exercise the Option, but only within twelve (12)
months following the date of death, and only to the extent that the Optionee was
entitled to exercise it at the date of death (but in no event later than the
date of expiration of its ten (10) year term). To the extent that Optionee was
not entitled to exercise this Option at the date of death, and to the extent
Optionee's estate or a person who acquired the right to exercise the Option by
bequest or inheritance does not exercise this Option (to the extent otherwise so
entitled) within the time specified herein, the Option shall terminate.

        9.     Non-Transferability of Option. Unless determined otherwise by the
Administrator, an Option may not be transferred in any manner otherwise than by
will or by the laws of descent or distribution and may be exercised during the
lifetime of Optionee only by the Optionee. The terms of this Option shall be
binding upon the executors, administrators, heirs, successors and assigns of the
Optionee.

        10.    Term of Option. This Option may not be exercised more than ten
(10) years from the date of grant of this Option, and may be exercised during
such term only in accordance with the Plan and the terms of this Option.

        11.    Taxation Upon Exercise of Option. Optionee understands that, upon
exercise of this Option, he will recognize income for tax purposes in an amount
equal to the excess of the then Fair Market Value of the Shares purchased over
the exercise price paid for such Shares. (Since the Optionee is subject to
Section 16(b) of the Securities Exchange Act of 1934, as amended, the
measurement and timing of such income may be deferred, and the Optionee is
advised to contact a tax advisor concerning the desirability of filing an 83(b)
election in connection with the exercise of the Option.) Upon a resale of such
Shares by the Optionee, any difference between the sale price and the Fair
Market Value of the Shares on the date of exercise of the Option, to the extent
not included in income as described above, will be treated as capital gain or
loss.



                                       2
<PAGE>   5



                                    EXHIBIT A

                        SUPERCONDUCTOR TECHNOLOGIES INC.

                            1992 DIRECTOR OPTION PLAN

                                 EXERCISE NOTICE


        1.     Exercise of Option. Effective as of today, ___________, 199__,
the undersigned ("Purchaser") hereby elects to purchase _________ shares (the
"Shares") of the Common Stock of Superconductor Technologies Inc. (the
"Company") under and pursuant to the Company's 1992 Director Option Plan (the
"Plan") and the Stock Option Agreement dated _________ (the "Option Agreement").
The purchase price for the Shares shall be $________, as required by the Option
Agreement.

        2.     Delivery of Payment. Purchaser herewith delivers to the Company
the full purchase price for the Shares.

        3.     Representations of Purchaser. Purchaser acknowledges that
Purchaser has received, read and understood the Plan and the Option Agreement
and agrees to abide by and be bound by their terms and conditions.

        4.     Rights as Shareholder. Subject to the terms and conditions of
this Agreement, Purchaser shall have all of the rights of a shareholder of the
Company with respect to the Shares from and after the date that Purchaser
delivers full payment of the Exercise Price until such time as Purchaser
disposes of the Shares.

        5.     Tax Consultation. Purchaser understands that Purchaser may suffer
adverse tax consequences as a result of Purchaser's purchase or disposition of
the Shares. Purchaser represents that Purchaser has consulted with any tax
consultants Purchaser deems advisable in connection with the purchase or
disposition of the Shares and that Purchaser is not relying on the Company for
any tax advice.

        6.     Entire Agreement; Governing Law. The Plan and Option Agreement
are incorporated herein by reference. This Agreement, the Plan and the Option
Agreement constitute the entire agreement of the parties and supersede in their
entirety all prior undertakings and agreements of the Company and Purchaser with
respect to the subject matter hereof, and such agreement is governed by
California law except for that body of law pertaining to conflict of laws.


Submitted by:                           Accepted by:

PURCHASER:                              SUPERCONDUCTOR TECHNOLOGIES INC.


___________________________             By: __________________________
Signature

___________________________             Its: _________________________
Print Name


Address:                                Address:

___________________________             460 Ward Drive, Suite F
                                        Santa Barbara, CA  93111-2310
___________________________


<PAGE>   1

                                                                     EXHIBIT 5.1



                                 April 15, 1998


Superconductor Technologies Inc.
460 Ward Drive, Suite F
Santa Barbara, California 93111-2310

        RE:  REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

        We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about April 15, 1998 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 500,000 shares of your Common Stock (the
"Shares") reserved for issuance under the Amended and Restated 1988 Stock Option
Plan (the "Plan") and 84,000 Shares reserved for issuance under the 1992
Director Option Plan (the "Director Plan"). As your legal counsel, we have
examined the proceedings taken and proposed to be taken in connection with the
issuance, sale and payment of consideration for the Shares to be issued under
the Plan and Director Plan.

        It is our opinion that, when issued and sold in compliance with
applicable prospectus delivery requirements and in the manner referred to in the
Plan and the Director Plan and pursuant to the agreements which accompany the
Plan and the Director Plan, the Shares will be legally and validly issued, fully
paid and non-assessable.

        We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.


                                        Sincerely,



                                        WILSON, SONSINI, GOODRICH & ROSATI
                                        Professional Corporation

                                        /s/ WILSON, SONSINI, GOODRICH & ROSATI



<PAGE>   1

                                                                    EXHIBIT 23.1




                       CONSENT OF INDEPENDENT ACCOUNTANTS


        We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 pertaining to the Amended and Restated 1988 Stock Option
Plan and the 1992 Director Option Plan of Superconductor Technologies Inc. of
our report dated February 18, 1998 appearing on page 26 of the Annual Report on
Form 10-K of Superconductor Technologies Inc. for the year ended December 31,
1997.






PRICE WATERHOUSE LLP

Los Angeles, California
April 7, 1998







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