As filed with the Securities and Exchange Commission on January 8, 1998.
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
Amerigon Incorporated
(Exact name of registrant as specified in its charter)
___________________
California 95-4318554
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5462 Irwindale
Irwindale, California 91706
(626) 815-7400
______________________________________
(Address of principal executive offices)
Amerigon Incorporated 1997 Stock Incentive Plan
(Full title of the plan)
Lon E. Bell, Ph.D.
Chief Executive Officer
Amerigon Incorporated
5462 Irwindale
Irwindale, California 91706
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (626) 815-7400
___________________
<TABLE>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be price offering registration
to be registered registered per unit price fee
Class A
Common Stock, 750,000(1) $2.25(2) $1,687,500(2) $498(2)
no par value shares
________________
<FN>
<F1> This Registration Statement covers, in addition to the
number of shares of Class A Common Stock stated above,
options and other rights to purchase or acquire the shares
of Class A Common Stock covered by the Prospectus and,
pursuant to Rule 416(c) under the Securities Act of 1933,
an indeterminate number of shares which by reason of
certain events specified in the Plan may become subject to
the Plan.
<F2> The maximum offering price, per share and in the aggregate,
and the registration fee were calculated pursuant to Rule 457(h).
</FN>
</TABLE>
The Exhibit Index for this Registration Statement is at
page S-3.
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified
in Part I of Form S-8 (plan information and registrant
information) will be sent or given to optionees as specified by
Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act"). Such documents need not be filed with the
Securities and Exchange Commission (the "Commission") either as
part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of the Securities
Act. These documents, which include the statement of
availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement pursuant
to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents of Amerigon Incorporated
(the "Company") filed with the Commission are incorporated
herein by reference:
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996, filed with the
Commission on March 31, 1997;
(b) The Company's Amended Annual Report on Form 10-K/A
for the fiscal year ended December 31, 1996, filed
with the Commission on May 6, 1997;
(c) The Company's Quarterly Reports on Forms 10-Q for
the quarterly periods ended March 31, 1997, June 30,
1997, and September 30, 1997, filed with the
Commission on May 15, 1997, August 13, 1997, and
October 30, 1997, respectively;
(d) The Company's Current Reports on Forms 8-K dated
July 22, 1997 (filed with the Commission on August
6, 1997 and amended by Form 8-K/A filed with the
Commission on August 7, 1997), June 16, 1997 and
April 28, 1997; and
(e) The Description of the Company's Class A Common
Stock included in its Registration Statement on Form
8-A filed with the Commission on May 20, 1993.
All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"),
prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference into the prospectus and to
be a part hereof from the date of filing of such documents. Any
statement contained herein or in a document,
all or a portion of which is incorporated or deemed to be
incorporated by reference herein, shall be deemed to be modified
or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or amended, to constitute a
part of this Registration Statement.
Item 4. Description of Securities
The Company's Class A Common Stock, no par value, is
registered pursuant to Section 12 of the Exchange Act, and,
therefore, the description of securities is omitted.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
The Company's Articles of Incorporation limit the
liability of its directors. As permitted by the California
General Corporation Law, directors will not be liable to the
Company for monetary damages arising from a breach of their
fiduciary duty as directors in certain circumstances. Such
limitation does not affect liability for any breach of a
director's duty to the Company or its shareholders (i) with
respect to approval by the director of any transaction from which
he derives an improper personal benefit, (ii) with respect to
acts or omissions involving an absence of good faith, that he
believes to be contrary to the best interests of the Company or
its shareholders, that involve intentional misconduct or a
knowing and culpable violation of law, that constitute an
unexcused pattern of inattention that amounts to an abdication of
his duty to the Company or its shareholders, or that show a
reckless disregard for his duty to the Company or its
shareholders in circumstances in which he was or should have been
aware, in the ordinary course of performing his duties, or a risk
of serious injury to the Company and its directors or another
corporation with interrelated directors or on improper
distributions, loans or guarantees under applicable sections of
the California General Corporation Law. Such limitation of
liability also does not affect the availability of equitable
remedies such as injunctive relief.
The Company's Bylaws require the Company to
indemnify its officers and directors to the fullest extent
permitted by Section 317 of the California General Corporation
Law and applicable law. Section 317 of the California General
Corporation Law makes provision for the indemnification of
officers, directors and other corporate agents in terms
sufficiently broad to indemnify such persons, under certain
circumstances, for liabilities (including reimbursement of
expenses incurred) arising under the Securities Act.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See the attached Exhibit Index on page S-3.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which
offers or sales are being made, a post-effective amendment
to this Registration Statement:
(i) To include any prospectus
required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any
facts or events arising after the effective
date of this Registration Statement (or the
most recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in this Registration
Statement; and
(iii) To include any material
information with respect to the plan of
distribution not previously disclosed in this
Registration Statement or any material change
to such information in this Registration
Statement;
Provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the information required to
be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
registrant with or furnished to the Commission pursuant to
Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in this 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; and
(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 this 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.
(h) 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
provisions described in Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act,
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 Irwindale, State of California, on
December 11, 1997.
By: /s/ Lon E. Bell
Lon E. Bell, Ph.D.
Its: Chief Executive Officer and
Chairman of the Board
POWER OF ATTORNEY
Each person whose signature appears below
constitutes and appoints Lon E. Bell, Ph.D. his true and lawful
attorney-in-fact and agent, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in
connection therewith, with the Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
Signature Title Date
/s/ Lon E. Bell Chief Executive Officer December 11, 1997
Lon E. Bell, Ph.D. and Chairman of the Board
(Principal Executive
Officer)
/s/ Richard A. President and Chief December 11, 1997
Weisbart Operating Officer,
Richard A. Director
Weisbart
/s/ Scott Davis Chief Financial Officer December 11, 1997
Scott Davis (Principal Financial and
Accounting Officer)
/s/ Roy A. Anderson Director December 11, 1997
Roy A. Anderson
/s/ John W. Clark Director December 11, 1997
John W. Clark
/s/ A. Stephens Director December 11, 1997
Hutchcraft
A. Stephens
Hutchcraft, Jr.
/s/ Michael R. Director December 11, 1997
Peevey
Michael R. Peevey
</TABLE>
<PAGE>
<TABLE>
EXHIBIT INDEX
<S> <C>
Exhibit
Number Description
4.1 Amerigon Incorporated 1997 Stock Incentive
Plan.
[Forms of Option Agreements]
4.2 Amerigon Incorporated Incentive Stock Option Agreement
5. Opinion of Counsel (opinion re legality).
23.1 Consent of Price Waterhouse LLP (consent of
independent auditors).
23.2 Consent of Counsel (included in Exhibit 5).
24. Power of Attorney (included in this
Registration Statement under "Signatures").
</TABLE>
<PAGE>
AMERIGON INCORPORATED
1997 STOCK INCENTIVE PLAN
<PAGE>
TABLE OF CONTENTS
1. THE PLAN. . . . . . . . . . . . . . . . . . . . . . 1
1.1 Purpose . . . . . . . . . . . . . . . . . . 1
1.2 Administration and Authorization; Power and
Procedure . . . . . . . . . . . . . . . . . 1
1.3 Participation . . . . . . . . . . . . . . . . 3
1.4 Shares Available for Options; Share Limits. . 3
1.5 Grant of Option . . . . . . . . . . . . . . . 4
1.6 Option Period . . . . . . . . . . . . . . . . 4
1.7 Limitations on Exercise and Vesting of Options 4
1.8 No Transferability. . . . . . . . . . . . . . 5
2. EMPLOYEE OPTIONS. . . . . . . . . . . . . . . . . . 6
2.1 Grants. . . . . . . . . . . . . . . . . . . . 6
2.2 Option Price. . . . . . . . . . . . . . . . . 6
2.3 Limitations on Grant and Terms of Incentive Stock
Options . . . . . . . . . . . . . . . . . . . 6
2.4 Limits on 10% Holders . . . . . . . . . . . . 7
2.5 Cancellation and Regrant/Waiver of Restrictions 7
3. NON-EMPLOYEE DIRECTOR OPTIONS . . . . . . . . . . . . 7
3.1 Participation . . . . . . . . . . . . . . . . . 7
3.2 Annual Option Grants. . . . . . . . . . . . . . 8
3.3 Option Price. . . . . . . . . . . . . . . . . . 8
3.4 Option Period and Exercisability. . . . . . . . 8
3.5 Termination of Directorship . . . . . . . . . . 8
3.6 Adjustments . . . . . . . . . . . . . . . . . . 9
3.7 Acceleration Upon a Change in Control Event . . 9
3.8 Limitation on Amendments. . . . . . . . . . . . 9
4. OTHER PROVISIONS. . . . . . . . . . . . . . . . . . . 9
4.1 Rights of Eligible Employees, Participants and
Beneficiaries . . . . . . . . . . . . . . . . . 9
4.2 Adjustments; Acceleration . . . . . . . . . . 10
4.3 Effect of Termination of Employment . . . . . 12
4.4 Compliance with Laws. . . . . . . . . . . . . 12
4.5 Tax Withholding . . . . . . . . . . . . . . . 12
4.6 Plan Amendment, Termination and Suspension. . 13
4.7 Privileges of Stock Ownership . . . . . . . . 14
4.8 Effective Date of the Plan. . . . . . . . . . 14
4.9 Term of the Plan. . . . . . . . . . . . . . . 14
4.10 Governing Law/Construction/Severability . . . 14
4.11 Captions. . . . . . . . . . . . . . . . . . . 15
4.12 Effect of Change of Subsidiary Status . . . . 15
4.13 Non-Exclusivity of Plan . . . . . . . . . . . 15
5. DEFINITIONS . . . . . . . . . . . . . . . . . . . . 15
5.1 Definitions . . . . . . . . . . . . . . . . . 15
<PAGE>
AMERIGON INCORPORATED
1997 STOCK INCENTIVE PLAN
1. THE PLAN.
1.1 Purpose.
The purpose of this Plan is to promote the success
of the Company by providing an additional means through the grant
of Options to attract, motivate, retain and reward key employees,
including officers, whether or not directors, of the Company with
awards and incentives for high levels of individual performance
and improved financial performance of the Company and to attract,
motivate and retain experienced and knowledgeable independent
directors through the benefits provided under Article 3.
"Corporation" means Amerigon Incorporated and "Company" means the
Corporation and its Subsidiaries, collectively. These terms and
other capitalized terms are defined in Article 5.
1.2 Administration and Authorization; Power and Procedure.
(a) Committee. This Plan shall be administered
by and all Options to Eligible Employees shall be
authorized by the Committee. Action of the Committee with
respect to the administration of this Plan shall be taken
pursuant to a majority vote or by written consent of its
members.
(b) Plan Awards; Interpretation; Powers of
Committee. Subject to the express provisions of this
Plan, the Committee shall have the authority:
(i) to determine from among those persons
eligible the particular Eligible Employees who will
receive any Options;
(ii) to grant Options to Eligible Employees,
determine the price at which securities will be
offered and the amount of securities to be offered
to any of such persons, and determine the other
specific terms and conditions of such Options
consistent with the express limits of this Plan, and
establish the installments (if any) in which such
Options shall become exercisable or shall vest, or
determine that no delayed exercisability or vesting
is required, and establish the events of termination
of such Options;
(iii) to approve the forms of Option
Agreements (which need not be identical either as to
type of award or among Participants);
(iv) to construe and interpret this Plan and
any agreements defining the rights and obligations
of the Company and Participants who are granted
Options under Article 2 of this Plan, further define
the terms used in this Plan, and prescribe, amend
and rescind rules and regulations relating to the
administration of this Plan;
(v) to cancel, modify, or waive the
Corporation's rights with respect to, or modify,
discontinue, suspend, or terminate any or all
outstanding Options held by Eligible Employees,
subject to any required consent under Section 4.6;
(vi) to accelerate or extend the
exercisability or extend the term of any or all such
outstanding Options within the maximum ten-year term
of Options under Section 1.6; and
(vii) to make all other determinations and
take such other action as contemplated by this Plan
or as may be necessary or advisable for the
administration of this Plan and the effectuation of
its purposes.
Notwithstanding the foregoing, the provisions of Article 3
relating to Non-Employee Director Options shall be automatic and,
to the maximum extent possible, self-effectuating, and the
discretion of the Committee shall not extend to such Options in
any manner that would be impermissible under Rule 16b-3.
(c) Binding Determinations. Any action taken by,
or inaction of, the Corporation, any Subsidiary, the Board
or the Committee relating or pursuant to this Plan shall
be within the absolute discretion of that entity or body
and shall be conclusive and binding upon all persons. No
member of the Board or Committee, or officer of the
Corporation or any Subsidiary, shall be liable for any
such action or inaction of the entity or body, of another
person or, except in circumstances involving bad faith, of
himself or herself. Subject only to compliance with the
express provisions hereof, the Board and Committee may act
in their absolute discretion in matters within their
authority related to this Plan.
(d) Reliance on Experts. In making any
determination or in taking or not taking any action under
this Plan, the Committee or the Board, as the case may be,
may obtain and may rely upon the advice of experts,
including professional advisors to the Corporation. No
director, officer or agent of the Company shall be liable
for any such action or determination taken or made or
omitted in good faith.
(e) Delegation. The Committee may delegate
ministerial, non-discretionary functions to individuals
who are officers or employees of the Company.
1.3 Participation.
Options may be granted by the Committee only to
those persons that the Committee determines to be Eligible Employees. An
Eligible Employee who has been granted an Option
may, if otherwise eligible, be granted additional Options if the
Committee shall so determine. Non-Employee Directors shall only
be eligible to receive Nonqualified Stock Options granted
automatically without action of the Committee under the
provisions of Article 3.
1.4 Shares Available for Options; Share Limits.
(a) Shares Available. Subject to the provisions of
Section 4.2, the capital stock that may be delivered under
this Plan shall be shares of the Corporation's authorized
but unissued Common Stock and any shares of its Common
Stock held as treasury shares. The shares may be
delivered for any lawful consideration.
(b) Share Limits. The maximum number of shares of
Common Stock that may be delivered pursuant to all Options
(including both Nonqualified Stock Options and Incentive
Stock Options) granted under this Plan shall not exceed
750,000 shares (the "Share Limit"). The maximum number of
shares of Common Stock that may be delivered pursuant to
options qualified as Incentive Stock Options granted under
this Plan is 600,000 shares. The maximum number of shares
of Common Stock that may be delivered to Non-Employee
Directors under the provisions of Article 3 shall not
exceed 150,000 shares. The maximum number of shares
subject to those options that are granted during any
calendar year to any Eligible Employee shall be limited to
100,000. Each of the four foregoing numerical limits
shall be subject to adjustment as contemplated by this
Section 1.4 and Section 4.2.
(c) Share Reservation; Replenishment and Reissue of
Unvested Options. No Option may be granted under this
Plan unless, on the date of grant, the sum of (i) the
maximum number of shares issuable at any time pursuant to
such Option, plus (ii) the number of shares that have
previously been issued pursuant to Options granted under
this Plan, other than reacquired shares available for
reissue consistent with any applicable limitations, plus
(iii) the maximum number of shares that may be issued at
any time after such date of grant pursuant to Options that
are outstanding on such date, does not exceed the Share
Limit. Shares that are subject to or underlie Options
which expire or for any reason are cancelled or
terminated, are forfeited, fail to vest, or for any other
reason are not paid or delivered under this Plan, as well
as reacquired shares, shall again, except to the extent
prohibited by law, be available for subsequent Options
under this Plan. Except as limited by law, if an Option
is settled only in cash, such Option need not be counted
against any of the limits under this Section 1.4.
1.5 Grant of Option.
Subject to the express provisions of this Plan, the
Committee shall determine the number of shares of Common Stock
subject to each Option and the price to be paid for the shares.
Each Option shall be evidenced by an Option Agreement signed by
the Corporation and, if required by the Committee, by the
Participant.
1.6 Option Period.
Each Option and all executory rights or obligations
under the related Option Agreement shall expire on such date (if
any) as shall be determined by the Committee, but not later than
ten (10) years after the Option Date.
1.7 Limitations on Exercise and Vesting of Options.
(a) Provisions for Exercise. Unless the
Committee otherwise expressly provides, no Option shall be
exercisable or shall vest until at least six months after
the initial Option Date, and once exercisable an Option
shall remain exercisable until the expiration or earlier
termination of the Option.
(b) Procedure. Any exercisable Option shall be
deemed to be exercised when the Secretary of the
Corporation receives written notice of such exercise from
the Participant, together with any required payment made
in accordance with Section 2.2(a) or 3.3, as the case may
be.
(c) Fractional Shares/Minimum Issue. Fractional
share interests shall be disregarded, but may be
accumulated. The Committee, however, may determine in the
case of Eligible Employees that cash, other securities, or
other property will be paid or transferred in lieu of any
fractional share interests. No fewer than 100 shares may
be purchased on exercise of any Option at one time unless
the number purchased is the total number at the time
available for purchase under the Option.
1.8 No Transferability.
(a) Limit on Exercise and Transfer. Unless
otherwise expressly provided in (or pursuant to) this
Section 1.8, by applicable law and by the Option
Agreement, as the same may be amended, (i) all Options are
non-transferable and shall not be subject in any manner to
sale, transfer, anticipation, alienation, assignment,
pledge, encumbrance or charge; (ii) Options shall be
exercised only by the Participant; and (iii) amounts
payable or shares issuable pursuant to an Option shall be
delivered only to (or for the account of) the Participant.
(b) Exceptions. The Committee may permit Options to
be exercised by and paid to certain persons or entities
related to the Participant pursuant to such conditions and
procedures as the Committee may establish. Any permitted
transfer shall be subject to the condition that the
Committee receive evidence satisfactory to it that the
transfer is being made for estate and/or tax planning
purposes or a gratuitous or donative basis and without
consideration (other than nominal consideration).
Notwithstanding the foregoing, Incentive Stock Options
shall be subject to any and all applicable transfer
restrictions under the Code.
(c) Further Exceptions to Limits On Transfer. The
exercise and transfer restrictions in Section 1.8(a) shall
not apply to:
(i) transfers to the Corporation,
(ii) the designation of a beneficiary to
receive benefits in the event of the Participant's
death or, if the Participant has died, transfers to
or exercise by the Participant's beneficiary, or,
in the absence of a validly designated beneficiary,
transfers by will or the laws of descent and
distribution,
(iii) transfers pursuant to a QDRO order,
(iv) if the Participant has suffered a
disability, permitted transfers or exercises on
behalf of the Participant by his or her legal
representative, or
(v) the authorization by the Committee of
"cashless exercise" procedures with third parties
who provide financing for the purpose of (or who
otherwise facilitate) the exercise of Awards
consistent with applicable laws and the express
authorization of the Committee.
Notwithstanding the foregoing, Incentive Stock Options shall
be subject to all applicable transfer restrictions under the Code.
2. EMPLOYEE OPTIONS.
2.1 Grants.
One or more Options may be granted under this Article to any
Eligible Employee. Each Option granted may be
either an Option intended to be an Incentive Stock Option, or
not so intended, and such intent shall be indicated in the
applicable Option Agreement.
2.2 Option Price.
(a) Pricing Limits. The purchase price per share of
the Common Stock covered by each Option shall be
determined by the Committee at the time of the grant, but
in the case of Incentive Stock Options shall not be less
than 100% (110% in the case of a Participant who owns or
is deemed to own under Section 424(d) of the Code more
than 10% of the total combined voting power of all classes
of stock of the Corporation) of the Fair Market Value of
the Common Stock on the date of grant.
(b) Payment Provisions. The purchase price of any
shares purchased on exercise of an Option granted under
this Article shall be paid in full at the time of each
purchase in one or a combination of the following methods:
(i) in cash or by electronic funds transfer; (ii) by check
payable to the order of the Corporation; (iii) by notice
and third party payment in such manner as may be
authorized by the Committee; or (iv) by the delivery of
shares of Common Stock of the Corporation already owned by
the Participant, provided, however, that the Committee may
in its absolute discretion limit the Participant's ability
to exercise an Option by delivering such shares. Shares
of Common Stock used to satisfy the exercise price of an
Option shall be valued at their Fair Market Value on the
date of exercise.
2.3 Limitations on Grant and Terms of Incentive Stock
Options.
(a) $100,000 Limit. To the extent that the
aggregate "fair market value" of stock with respect to
which incentive stock options first become exercisable by
a Participant in any calendar year exceeds $100,000,
taking into account both Common Stock subject to Incentive
Stock Options under this Plan and stock subject to
incentive stock options under all other plans of the
Company or any parent corporation, such options shall be
treated as nonqualified stock options. For this purpose,
the "fair market value" of the stock subject to options
shall be determined as of the date the options
were awarded. In reducing the number of options treated
as incentive stock options to meet the $100,000 limit, the
most recently granted options shall be reduced first. To
the extent a reduction of simultaneously granted options
is necessary to meet the $100,000 limit, the Committee
may, in the manner and to the extent permitted by law,
designate which shares of Common Stock are to be treated
as shares acquired pursuant to the exercise of an
Incentive Stock Option.
(b) Option Period. Each Option and all rights
thereunder shall expire no later than ten years after the
Option Date.
(c) Other Code Limits. There shall be imposed in
any Option Agreement relating to Incentive Stock Options
such terms and conditions as from time to time are
required in order that the Option be an "incentive stock
option" as that term is defined in Section 422 of the Code.
2.4 Limits on 10% Holders.
No Incentive Stock Option may be granted to any
person who, at the time the Option is granted, owns (or is deemed
to own under Section 424(d) of the Code) shares of outstanding
Common Stock possessing more than 10% of the total combined
voting power of all classes of stock of the Corporation, unless
the exercise price of such Option is at least 110% of the Fair
Market Value of the stock subject to the Option and such Option
by its terms is not exercisable after the expiration of five
years from the date such Option is granted.
2.5 Cancellation and Regrant/Waiver of Restrictions.
Subject to Section 1.4 and Section 4.6 and the
specific limitations on Options contained in this Plan, the
Committee from time to time may authorize, generally or in
specific cases only, for the benefit of any Eligible Employee any adjustment
in the number of shares subject to, the restrictions
upon or the term of, an Option granted under this Article by
cancellation of an outstanding Option and a subsequent regranting of an
Option, by amendment, by substitution of an outstanding
Option, by waiver or by other legally valid means. Such
amendment or other action may provide for a greater or lesser
number of shares subject to the Option, or provide for a longer
or shorter vesting or exercise period.
3. NON-EMPLOYEE DIRECTOR OPTIONS.
3.1 Participation.
Options under this Article 3 shall be made only to
Non-Employee Directors and shall be evidenced by Option
Agreements substantially in the form of Exhibit A hereto.
3.2 Annual Option Grants.
(a) Annual Options. On the first business day of
each calendar year during the term of this Plan,
commencing with the first business day occurring in 1998,
there shall be granted automatically (without any action
by the Committee or the Board) a Nonqualified Stock Option
(the Option Date of which shall be such date) to each
Non-Employee Director then in office to purchase 5,000
shares of Common Stock.
(b) Maximum Number of Shares. Annual grants that
would otherwise exceed the maximum number of shares under
Section 1.4(a) shall be prorated within such limitation. A
Non-Employee Director shall not receive more than one
Nonqualified Stock Option under this Section 3.2 in any
calendar year.
3.3 Option Price.
The purchase price per share of the Common Stock
covered by each Option granted pursuant to Section 3.2 hereof
shall be 100 percent of the Fair Market Value of the Common Stock
on the Option Date. The exercise price of any Option granted
under this Article shall be paid in full at the time of each
purchase in cash or by check or in shares of Common Stock valued
at their Fair Market Value on the date of exercise of the Option,
or partly in such shares and partly in cash, provided that any
such shares used in payment shall have been owned by the
Participant at least six months prior to the date of exercise.
3.4 Option Period and Exercisability.
Each Option granted under this Article 3 and all
rights or obligations thereunder shall expire ten years after the
Option Date and shall be subject to earlier termination as
provided below. Subject to section 3.5 below, each Option
granted under Section 3.2 shall become exercisable on the first
anniversary of the Option Date.
3.5 Termination of Directorship.
If a Non-Employee Director's services as a member of
the Board of Directors terminate for any reason other than Total
Disability, death or retirement, any portion of an Option granted
pursuant to this Article which is not then exercisable shall
terminate and any portion of such Option which is then
exercisable may be exercised for two years after the date of such
termination or until the expiration of the stated term, whichever
first occurs. If a Non-Employee Director's services as a member
of the Board of Directors terminate because of Total Disability
or death, then all Options granted pursuant to this Article shall
become immediately exercisable and may be exercised for two years
after the effective date of the termination of service or until
the expiration of the stated term, whichever first occurs. If a
Non-Employee Director retires on or after age 65 and after ten
years of service as a Director, all Options granted pursuant to
this Article shall become immediately exercisable and may be
exercised for five years after the date of retirement or until
the expiration of the stated term, whichever first occurs.
3.6 Adjustments.
Options granted under this Article 3 shall be
subject to adjustment as provided in Section 4.2, but only to the
extent that (a) such adjustment and the Committee's actions in
respect thereof satisfy the requirements of all applicable law,
(b) such adjustment in the case of a Change in Control Event is
effected pursuant to the terms of a reorganization agreement
approved by shareholders of the Corporation, and (c) such
adjustment is consistent with adjustments to Options held by
persons other than executive officers or directors of the
Corporation.
3.7 Acceleration Upon a Change in Control Event.
Upon the occurrence of a Change in Control Event,
each Option granted under Section 3.2 hereof shall become
immediately exercisable in full; provided, however, that none of
the Options granted under Section 3.2 shall be accelerated to a
date less than six months after the Award Date of such Option.
To the extent that any Option granted under this Article 3 is not
exercised prior to (i) a dissolution of the Corporation or (ii) a
merger or other corporate event that the Corporation does not
survive, and no provision is (or consistent with the provisions
of Section 3.7 can be) made for the assumption, conversion,
substitution or exchange of the Option, the Option shall
terminate upon the occurrence of such event.
3.8 Limitation on Amendments.
The provisions of this Article 3 shall not be
amended more than once every six months (other than as may be
necessary to conform to any applicable changes in the Code or the
rules thereunder).
4. OTHER PROVISIONS.
4.1 Rights of Eligible Employees, Participants and
Beneficiaries.
(a) Employment Status. Status as an Eligible
Employee shall not be construed as a commitment that any
Option will be made under this Plan to an Eligible
Employee or to Eligible Employees generally.
(b) No Employment Contract. Nothing contained in
this Plan (or in any other documents related to this Plan
or to any Option) shall confer upon any Eligible Employee
or other Participant any right to continue in the employ
or other service of the Company or constitute any contract
or agreement of employment or other service, nor shall
interfere in any way with the right of the Company to
change such person's compensation or other benefits or to
terminate the employment of such person, with or without
cause, but nothing contained in this Plan or any document
related hereto shall adversely affect any independent
contractual right of such person without his or her
consent thereto.
(c) Plan Not Funded. Awards payable under this Plan
shall be payable in shares or from the general assets of
the Corporation, and (except as provided in Section
1.4(c)) no special or separate reserve, fund or deposit
shall be made to assure payment of such Awards. No
Participant, Beneficiary or other person shall have any
right, title or interest in any fund or in any specific
asset (including shares of Common Stock, except as
expressly otherwise provided) of the Company by reason of
any Option hereunder. Neither the provisions of this Plan
(or of any related documents), nor the creation or
adoption of this Plan, nor any action taken pursuant to
the provisions of this Plan shall create, or be construed
to create, a trust of any kind or a fiduciary relationship
between the Company and any Participant, Beneficiary or
other person. To the extent that a Participant,
Beneficiary or other person acquires a right to receive
payment pursuant to any Option hereunder, such right shall
be no greater than the right of any unsecured general
creditor of the Company.
4.2 Adjustments; Acceleration.
(a) Adjustments. If there shall occur any
extraordinary dividend or other extraordinary distribution
in respect of the Common Stock (whether in the form of
cash, Common Stock, other securities, or other property),
or any recapitalization, stock split (including a stock
split in the form of a stock dividend), reverse stock
split, reorganization, merger, combination, consolidation,
split-up, spin-off, repurchase, or exchange of Common
Stock or other securities of the Corporation, or there
shall occur any other like corporate transaction or event
in respect of the Common Stock or a sale of substantially
all the assets of the Corporation as an entirety, then the Committee
shall, in such manner and to such extent (if any) as it deems
appropriate and equitable (i) proportionately adjust any or all of (a)
the number and type of shares of Common Stock (or other securities)
which thereafter may be made the subject of Options (including the
specific numbers of shares set forth elsewhere in this Plan), (b) the
number, amount and type of shares of Common Stock (or other securities
or property) subject to any or all outstanding Options, (c) the
exercise price of any or all outstanding Options, or (d) the
securities, cash or other property deliverable upon exercise of any
outstanding Options, or (ii) in the case of an extraordinary dividend
or other distribution, merger, reorganization, consolidation,
combination, sale of assets, split up, exchange, or spin off, make
provision for a cash payment or for the substitution or exchange of any
or all outstanding Options or the cash, securities or property
deliverable to the holder of any or all outstanding Options
based upon the distribution or consideration payable to
holders of the Common Stock of the Corporation upon or in
respect of such event; provided, however, in each case, that
with respect to Incentive Stock Options, no such adjustment
shall be made which would cause this Plan to violate Section
424(a) of the Code or any successor provisions thereto
without the written consent of holders materially adversely
affected thereby. In any of such events, the Committee may
take such action sufficiently prior to such event if
necessary to permit the Participant to realize the benefits
intended to be conveyed with respect to the underlying
shares in the same manner as is available to shareholders
generally.
(b) Acceleration of Options Upon Change in Control.
As to any Participant who has been granted an Option
pursuant to Article 2, unless prior to a Change in Control
Event the Committee determines that, upon its occurrence,
there shall be no acceleration of benefits under Options or
determines that only certain or limited benefits under
Options shall be accelerated and the extent to which they
shall be accelerated, and/or establishes a different time in
respect of such Change in Control Event for such
acceleration, then upon the occurrence of a Change in
Control Event each Option shall become immediately
exercisable; provided, however, that in no event shall any
Option be accelerated as to any Section 16 Person to a date
less than six months after the Option Date of such Award.
The Committee may override the limitations on acceleration
in this Section 4.2(b) by express provision in the Option
Agreement and may accord any Eligible Employee a right to
refuse any acceleration, whether pursuant to the Option
Agreement or otherwise, in such circumstances as the
Committee may approve. Any acceleration of Options shall
comply with applicable regulatory requirements, including
without limitation Section 422 of the Code.
(c) Possible Early Termination of Accelerated Awards.
If any Option under this Plan (other than an Option granted
under Article 3) has been fully accelerated as permitted by
Section 4.2(b) but is not exercised prior to (i) a
dissolution of the Corporation, or (ii) a reorganization
event described in Section 4.2(a) that the Corporation does
not survive, or (iii) the consummation of reorganization
event described in Section 4.2(a) that results in a Change
in Control Event approved by the Board, and no provision has
been made for the survival, substitution, exchange or other
settlement of such Option, such Option shall thereupon
terminate.
4.3 Effect of Termination of Employment.
The Committee shall establish in respect of each Option
granted to an Eligible Employee the effect of a termination of
employment on the rights and benefits thereunder and in so doing
may make distinctions based upon the cause of termination or
otherwise.
4.4 Compliance with Laws.
This Plan, the granting and vesting of Options under
this Plan and the issuance and delivery of shares of Common Stock
and/or the payment of money under this Plan or under Options
granted hereunder are subject to compliance with all applicable
federal and state laws, rules and regulations (including but not
limited to state and federal securities law and federal margin
requirements) and to such approvals by any listing, regulatory or
governmental authority as may, in the opinion of counsel for the
Corporation, be necessary or advisable in connection therewith.
Any securities delivered under this Plan shall be subject to such
restrictions, and the person acquiring such securities shall, if
requested by the Corporation, provide such assurances and
representations to the Corporation as the Corporation may deem
necessary or desirable to assure compliance with all applicable
legal requirements.
4.5 Tax Withholding.
(a) Cash or Shares. Upon any exercise of any Option
or upon the disposition of shares of Common Stock acquired
pursuant to the exercise of an Incentive Stock Option prior
to satisfaction of the holding period requirements of
Section 422 of the Code, the Company shall have the right at
its option to (i) require the Participant (or Personal
Representative or Beneficiary, as the case may be) to pay or
provide for payment of the amount of any taxes which the
Company may be required to withhold with respect to such
Option event or payment or (ii) deduct from any amount
payable in cash the amount of any taxes which the Company
may be required to withhold with respect to such cash
payment. In any case where a tax is required to be withheld
in connection with the delivery of shares of Common Stock
under this Plan, the Committee may in its sole discretion
grant (either at the time of the Option or thereafter) to
the Participant the right to elect, pursuant to such rules
and subject to such conditions as the Committee may
establish, to have the Corporation reduce the number of
shares to be delivered by (or otherwise reacquire) the
appropriate number of shares valued at their then Fair
Market Value, to satisfy such withholding obligation.
(b) Tax Loans. The Company may, in its discretion,
authorize a loan to an Eligible Employee in the amount of
any taxes which the Company may be required to withhold with
respect to shares of Common Stock received (or disposed of,
as the case may be) pursuant to a transaction described in
subsection (a) above. Such a loan shall be for a term, at a
rate of interest and pursuant to such other terms and
conditions as the Company, under applicable law may
establish.
4.6 Plan Amendment, Termination and Suspension.
(a) Board Authorization. The Board may, at any time,
terminate or, from time to time, amend, modify or suspend
this Plan, in whole or in part. No Options may be granted
during any suspension of this Plan or after termination of
this Plan, but the Committee shall retain jurisdiction as to
Options then outstanding in accordance with the terms of
this Plan.
(b) Shareholder Approval. Any amendment that would
(i) materially increase the benefits accruing to
Participants under this Plan, (ii) materially increase the
aggregate number of securities that may be issued under this
Plan, or (iii) materially modify the requirements as to
eligibility for participation in this Plan, shall be subject
to shareholder approval only to the extent then required by
Section 422 of the Code or applicable law, or deemed
necessary or advisable by the Board.
(c) Amendments to Options. Without limiting any other
express authority of the Committee under but subject to the
express limits of this Plan, the Committee by agreement or
resolution may waive conditions of or limitations on Options
to Eligible Employees that the Committee in the prior
exercise of its discretion has imposed, without the consent
of a Participant, and may make other changes to the terms
and conditions of Options that do not affect in any manner
materially adverse to the Participant, his or her rights and
benefits under an Option. Notwithstanding anything else
contained herein to the contrary, the Committee shall not,
without prior shareholder approval (i) authorize the
amendment of outstanding Options to reduce the exercise
price, as applicable, except as contemplated by Section 4.2,
or (ii) cancel and replace outstanding Options with similar
Options having an exercise or base price which is lower,
except as contemplated by Section 4.2.
(d) Limitations on Amendments to Plan and Options. No
amendment, suspension or termination of this Plan or change
of or affecting any outstanding Option shall, without
written consent of the Participant, affect in any manner
materially adverse to the Participant any rights or benefits
of the Participant or obligations of the Corporation under
any Option granted under this Plan prior to the effective
date of such change. Changes contemplated by Section 4.2
shall not be deemed to constitute changes or amendments for
purposes of this Section 4.6.
4.7 Privileges of Stock Ownership.
Except as otherwise expressly authorized by the
Committee or this Plan, a Participant shall not be entitled to
any privilege of stock ownership as to any shares of Common Stock
not actually delivered to and held of record by him or her. No
adjustment will be made for dividends or other rights as a
shareholder for which a record date is prior to such date of
delivery.
4.8 Effective Date of the Plan.
This Plan shall be effective as of April 24, 1997, the
date of Board approval, subject to shareholder approval within 12
months thereafter.
4.9 Term of the Plan.
No Option shall be granted more than ten years after
the effective date of this Plan (the "Termination Date"). Unless
otherwise expressly provided in this Plan or in an applicable
Option Agreement, any Option theretofore granted may extend
beyond such date, and all authority of the Committee with respect
to Options hereunder shall continue during any suspension of this
Plan and in respect of outstanding Options on such Termination
Date.
4.10 Governing Law/Construction/Severability.
(a) Choice of Law. This Plan, the Options, all
documents evidencing Options and all other related documents
shall be governed by, and construed in accordance with the
laws of the State of California.
(b) Severability. If any provision shall be held by a
court of competent jurisdiction to be invalid and
unenforceable, the remaining provisions of this Plan shall
continue in effect.
(c) Plan Construction.
(1) Rule 16b-3. It is the intent of the
Corporation that transactions in and affecting Options
in the case of Participants who are or may be subject
to Section 16 of the Exchange Act satisfy any then
applicable requirements of Rule 16b-3 so that such
persons (unless they otherwise agree) will be entitled
to the benefits of Rule 16b-3 or other exemptive rules
under Section 16 of the Exchange Act in respect of
these transactions and will not be subjected to
avoidable liability thereunder. If any provision of
this Plan or of any Option would otherwise frustrate or
conflict with the intent expressed above, that
provision to the extent possible shall be interpreted
so as to avoid such conflict. If the conflict remains
irreconcilable, the Committee may disregard the
provision if it concludes that to do so furthers the
interest of the Corporation and is consistent with the
purposes of this Plan as to such persons in the
circumstances.
(2) Section 162(m). It is the further intent of
the Company that Options with an exercise price not
less than Fair Market Value on the date of grant shall
qualify as performance-based compensation under Section
162(m) of the Code, and this Plan shall be interpreted
consistent with such intent.
4.11 Captions.
Captions and headings are given to the sections and
subsections of this Plan solely as a convenience to facilitate
reference. Such headings shall not be deemed in any way material
or relevant to the construction or interpretation of this Plan or
any provision thereof.
4.12 Effect of Change of Subsidiary Status.
For purposes of this Plan and any Option hereunder, if
an entity ceases to be a Subsidiary a termination of employment
shall be deemed to have occurred with respect to each employee of
such Subsidiary who does not continue as an employee of another
entity within the Company.
4.13 Non-Exclusivity of Plan.
Nothing in this Plan shall limit or be deemed to limit
the authority of the Board or the Committee to grant awards or
authorize any other compensation, with or without reference to
the Common Stock, under any other plan or authority.
5. DEFINITIONS.
5.1 Definitions.
(a) "Beneficiary" shall mean the person, persons,
trust or trusts designated by a Participant or, in the
absence of a designation, entitled by will or the laws of
descent and distribution, to receive the benefits specified
in the Option Agreement and under this Plan in the event of
a Participant's death, and shall mean the Participant's
executor or administrator if no other Beneficiary is
designated and able to act under the circumstances.
(b) "Board" shall mean the Board of Directors of the
Corporation.
(c) "Change in Control Event" shall mean any of the
following:
(i) Approval by the shareholders of the
Corporation of the dissolution or liquidation of the
Corporation;
(ii) Approval by the shareholders of the
Corporation of an agreement to merge or consolidate, or
otherwise reorganize, with or into one or more entities
that are not wholly owned by the Corporation, as a
result of which less than 50% of the outstanding voting
securities of the surviving or resulting entity
immediately after the reorganization are, or will be,
owned by shareholders of the Corporation immediately
before such reorganization (assuming for purposes of
such determination that there is no change in the
record ownership of the Corporation's securities from
the record date for such approval until such
reorganization and that such record owners hold no
securities of the other parties to such
reorganization);
(iii) Approval by the shareholders of the
Corporation of the sale of substantially all of the
Corporation's business and/or assets to a person or
entity which is not wholly owned by the Corporation;
(iv) Any "person" (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act but
excluding any person described in and satisfying the
conditions of Rule 13d-1(b)(1) thereunder), becomes the
beneficial owner (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of
the Corporation representing more than 20% of the
combined voting power of the Corporation's then
outstanding securities entitled to then vote generally
in the election of directors of the Corporation; or
(v) A majority of the Board not being composed of
Continuing Directors.
(d) "Code" shall mean the Internal Revenue Code of
1986, as amended from time to time.
(e) "Commission" shall mean the Securities and
Exchange Commission.
(f) "Committee" shall mean the Board or a committee
appointed by the Board to administer this Plan, which
committee shall be comprised only of two or more directors
or such greater number of directors as may be required under
applicable law, each of whom, (i) in respect of any decision
at a time when the Participant affected by the decision may
be subject to Section 162(m) of the Code, shall be an
"outside" director within the meaning of Section 162(m) of
the Code, and (ii) in respect of any decision affecting a
transaction at a time when the Participant involved in the
transaction may be subject to Section 16 of the Exchange
Act, shall be a "non-employee director" within the meaning
of Rule 16b-3(b)(3) promulgated under the Exchange Act.
(g) "Common Stock" shall mean the Common Stock of the
Corporation and such other securities or property as may
become the subject of Options, or become subject to Options,
pursuant to an adjustment made under Section 4.2 of this
Plan.
(h) "Company" shall mean, collectively, the
Corporation and its Subsidiaries.
(i) "Continuing Directors" shall mean persons who were
members of the Board on June 17, 1997 or nominated for
election or elected to the Board with the affirmative vote
of at least three-fourths of the directors who were
Continuing Directors at the time of such nomination or
election.
(j) "Corporation" shall mean Amerigon Incorporated, a
California corporation and its successors.
(k) "Disinterested" shall mean disinterested within
the meaning of any applicable regulatory requirements,
including Rule 16b-3.
(l) "Eligible Employee" shall mean an officer (whether
or not a director) or other key employee of the Company.
(m) "ERISA" shall mean the Employee Retirement Income
Security Act of 1974, as amended.
(n) "Exchange Act" shall mean the Securities Exchange
Act of 1934, as amended from time to time.
(o) "Fair Market Value" shall mean (i) if the stock is
listed or admitted to trade on a national securities
exchange, the closing price of the stock on the Composite
Tape, as published in the Western Edition of The Wall Street
Journal, of the principal national securities exchange on
which the stock is so listed or admitted to trade, on such
date, or, if there is no trading of the stock on such date,
then the closing price of the stock as quoted on such
Composite Tape on the next preceding date on which there was
trading in such shares; (ii) if the stock is not listed or
admitted to trade on a national securities exchange, the
last price for the stock on such date, as furnished by the
National Association of Securities Dealers, Inc. ("NASD")
through the NASDAQ National Market Reporting System or a
similar organization if the NASD is no longer reporting such
information; (iii) if the stock is not listed or admitted to
trade on a national securities exchange and is not reported
on the National Market Reporting System, the mean between
the bid and asked price for the stock on such date, as
furnished by the NASD or a similar organization; or (iv) if
the stock is not listed or admitted to trade on a national
securities exchange, is not reported on the National Market
Reporting System and if bid and asked prices for the stock
are not furnished by the NASD or a similar organization, the
value as established by the Committee at such time for
purposes of this Plan.
(p) "Incentive Stock Option" shall mean an Option
which is designated as an incentive stock option within the
meaning of Section 422 of the Code, the award of which
contains such provisions (including but not limited to the
receipt of shareholder approval of this Plan, if the award
is made prior to such approval) and is made under such
circumstances and to such persons as may be necessary to
comply with that section.
(r) "Nonqualified Stock Option" shall mean an Option
that is designated as a Nonqualified Stock Option and shall
include any Option intended as an Incentive Stock Option
that fails to meet the applicable legal requirements
thereof. Any Option granted hereunder that is not
designated as an incentive stock option shall be deemed to
be designated a nonqualified stock option under this Plan
and not an incentive stock option under the Code.
(s) "Non-Employee Director" shall mean a member of the
Board of Directors of the Corporation who is not an officer
or employee of the Company.
(t) "Option" shall mean an option to purchase Common
Stock granted under this Plan. The Committee shall
designate any Option granted to an Eligible Employee as a
Nonqualified Stock Option or an Incentive Stock Option.
Options granted under Article 3 shall be Nonqualified Stock
Options.
(u) "Option Agreement" shall mean any writing setting
forth the terms of an Option that has been authorized by the
Committee.
(v) "Option Date" shall mean the date upon which the
Committee took the action granting an Option or such later
date as the Committee designates as the Option Date at the
time of the Option or, in the case of Options under Article
3, the applicable dates set forth therein.
(w) "Option Period" shall mean the period beginning on
an Option Date and ending on the expiration date of such
Option.
(x) "Participant" shall mean an Eligible Employee who
has been granted an Option under this Plan and a Non-
Employee Director who has been granted an Option under
Article 3 of this Plan.
(y) "Personal Representative" shall mean the person or
persons who, upon the disability or incompetence of a
Participant, shall have acquired on behalf of the
Participant, by legal proceeding or otherwise, the power to
exercise the rights or receive benefits under this Plan and
who shall have become the legal representative of the
Participant.
(z) "Plan" shall mean this 1997 Stock Incentive Plan.
(aa) "QDRO" shall mean a qualified domestic relations
order as defined in Section 414(p) of the Code or Title I,
Section 206(d)(3) of ERISA (to the same extent as if this
Plan were subject thereto), or the applicable rules
thereunder.
(bb) "Rule 16b-3" shall mean Rule 16b-3 as promulgated
by the Commission pursuant to the Exchange Act, as amended
from time to time.
(cc) "Section 16 Person" shall mean a person subject to
Section 16(a) of the Exchange Act.
(dd) "Securities Act" shall mean the Securities Act of
1933, as amended from time to time.
(ee) "Subsidiary" shall mean any corporation or other
entity a majority of whose outstanding voting stock or
voting power is beneficially owned directly or indirectly by
the Corporation.
(ff) "Total Disability" shall mean a "permanent and
total disability" within the meaning of Section 22(e)(3) of
the Code and (except in the case of a Non-Employee Director)
such other disabilities, infirmities, afflictions or
conditions as the Committee by rule may include.
<PAGE>
Exhibit A
AMERIGON INCORPORATED
ELIGIBLE DIRECTOR
NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT dated as of the _____ day of
_____________, 19__, by and between Amerigon Incorporated, a
California corporation (the "Corporation"), and ________________
(the "Director").
W I T N E S S E T H
WHEREAS, the Corporation has adopted and the
shareholders of the Corporation have approved the Amerigon
Incorporated 1997 Stock Incentive Plan (the "Plan"); and
WHEREAS, pursuant to Article 3 of the Plan, the
Corporation has granted an option (the "Option") to the Director
upon the terms and conditions evidenced hereby, as required by
the Plan, which Option is not intended as and shall not be deemed
to be an incentive stock option within the meaning of Section 422
of the Code;
NOW, THEREFORE, in consideration of the services
rendered and to be rendered by the Director, the Corporation and
the Director agree to the terms and conditions set forth herein
as required by the terms of the Plan.
1. Option Grant. This Agreement evidences the grant
to the Director, as of ___________, 19__ (the "Option Date"), of
an Option to purchase an aggregate of _____ shares of Common
Stock, par value [$____] per share, under Article 3 of the Plan,
subject to the terms and conditions and to adjustment as set
forth herein or pursuant to the Plan.
2. Exercise Price. The Option entitles the Director
to purchase (subject to the terms of Sections 3 through 5 below)
all or any part of the Option shares at a price per share of
$_______, which amount represents the Fair Market Value of a
share on the Option Date.
3. Option Exercisability and Term. The Option will
become and remain exercisable on ______________, 19__, subject to
acceleration under Section 3.7 of the Plan. The Option shall
terminate on ____________, 19__, unless earlier terminated in
accordance with the terms of Section 3.4, 3.5, or 3.7 of the
Plan.
4. Service and Effect of Termination of Service. The
Director agrees to serve as a director in accordance with the
provisions of the Corporation's Articles of Incorporation, bylaws
and applicable law. If the Director's services as a member of
the Board shall terminate, this Option shall terminate at the
times and to the extent set forth in Section 3.5 of the Plan.
5. General Terms. The Option and this Agreement are
subject to, and the Corporation and the Director agree to be
bound by, the provisions of the Plan that apply to the Option.
Such provisions are incorporated herein by this reference. The
Director acknowledges receiving a copy of the Plan and reading
its applicable provisions. Capitalized terms not otherwise
defined herein shall have the meaning assigned to such terms in
the Plan.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first above written.
AMERIGON INCORPORATED
(a California corporation)
By ___________________________
Title ________________________
DIRECTOR
_____________________________
(Signature)
_____________________________
(Print Name)
_____________________________
(Address)
_____________________________
(City, State, Zip Code)
<PAGE>
CONSENT OF SPOUSE
In consideration of the execution of the foregoing
Nonqualified Stock Option Agreement by Amerigon Incorporated, I,
_______________________, the spouse of the Director therein
named, do hereby agree to be bound by all of the terms and
provisions thereof and of the Plan.
DATED: ______________, 19__.
___________________________
Signature of Spouse
<PAGE>
Amerigon Incorporated
Incentive Stock Option Agreement
Date
THIS AGREEMENT is made as of June 16, 1997 by and between Amerigon
Incorporated (the "Company"), and xxxxxxxxxxx ("Optionee").
W I T N E S S E T H
WHEREAS, pursuant to the Amerigon Incorporated 1997 Stock Option Plan
(the "Plan"), the Plan Committee of the Board of Directors of the
Company (the "Plan Committee") has authorized the granting to
Optionee of an incentive stock option to purchase the number of
shares of Class A Common Stock ("Common Stock") of the Company
specified in Paragraph 1 hereof, at the price specified therein,
such option to be for the term and upon the terms and conditions
hereinafter stated:
NOW, THEREFORE, in consideration of the promises and of the
undertakings of the parties hereto contained herein it is hereby agreed:
1. Number of Shares: Option Price. Pursuant to said action of the Plan
Committee, the Company hereby grants to Optionee an option
("Option") to purchase subject to the terms and conditions of the
Plan, xxxxxx shares of Common Stock of the Company ("Shares") at
the price of $xx.xx per share.
2. Terms. This Option shall expire on the day before the fifth
anniversary of the date hereof unless such Option shall have been terminated
prior to that date in accordance with the provisions of the Plan or
this Agreement. The terms "Parent" and "Subsidiary" herein mean a
parent corporation or a subsidiary corporation, as such terms are
defined in the Plan.
3. Vesting. Shares shall be subject to exercise according to the
schedule below, and shall thereafter remain subject to exercise for
the term specified in Paragraph 2 hereof, provided that Optionee is
then and has continuously been in the employ of the Company, a
Parent or a Subsidiary, subject, however, to the provisions of
Paragraph 6 hereof.
4. Method and Time of Exercise. The Option may be exercised by written
notice delivered to the Company stating the number of shares with
respect to which the Option is being exercised, together with a
check made payable to the Company and/or upon the Optionee's
request, with the written permission of the Plan Committee (which
permission shall be within the sole and absolute discretion of the
Plan Committee), shares of Common Stock of the Company in the
amount of the purchase price of such shares plus the amount of applicable
federal, state and local withholding taxes, if any. Any shares of Common
Stock used to exercise an option must have been held by the Optionee for
at least six months prior to exercise unless the Plan Committee in its sole
and absolute discretion permits shares of Common Stock with a
shorter holding period to be used. Not less than 100 shares may be
purchased at any one time unless the number purchased is the total
number purchased under such Option at the time. Only whole shares
may be purchased.
5. Tax Withholding. In the event that this Option shall lose its
qualification as an incentive stock option, as a condition to
exercise of this Option, the Company may require the Optionee to
pay over to the Company all applicable federal, state and local
taxes which the Company is required to withhold with respect to
the exercise of this Option. At the discretion of the Plan
Committee and upon the request of the Optionee, the minimum
statutory withholding tax requirements may be satisfied by the
withholding of shares of Stock otherwise issuable to the Optionee
upon the exercise of this option.
6. Exercise on Termination of Employment. If Optionee shall cease to
be employed by the Company, a Parent or Subsidiary, Optionee's
right, if any, to exercise his options will be limited to
installments accrued under Paragraph 3 hereof on the date of
termination (unless the Plan Committee accelerates the
exercisability of the Option pursuant of Section 7(d) of the Plan)
and will be governed by Section 7 of the Plan. The maximum period
specified under Section 7 as applying in the absence of Plan
Committee action for each type of termination of employment or
cessation of services described therein shall apply herein.
7. Nontransferability. This Option may not be assigned or transferred
except by will or by the laws of descent and distribution, and may
be exercised only by Optionee during his lifetime and after his
death, by his representative or by the person entitled thereto
under his will or the laws of intestate succession.
8. Optionee Not a Shareholder. Optionee shall have no rights as a
shareholder with respect to the Common Stock of the Company covered
by the Option until the date of issuance of a stock certificate
or stock certificates to him upon exercise of the Option. No
adjustment will be made for dividends or other rights for which the
record date is prior to the date such stock certificates or
certificates are issued, except as provided in Section 10 of the
Plan.
9. No Right to Employment. Nothing in this Option shall confer upon
the Optionee any right to continue in the employ of the Company or
to continue to perform services for the Company or any Parent or
Subsidiary, or shall interfere with or restrict in any way the
rights of the Company to discharge or terminate any officer,
director, employee, independent contractor or consultant at any
time for any reason whatsoever, with or without good cause.
10. Modification and Termination. The rights of Optionee are subject to
modification and termination in certain events as provided in Sections 7 and
10 of the Plan.
11. Plan Governs. This Agreement and the Option evidenced hereby are
made and granted pursuant to the Plan and are in all respects limited by
and subject to the express terms and provisions of the Plan, as it
may be construed by the Plan Committee. It is intended that this
option shall qualify as an incentive stock option as defined by
Section 422 of the Code, and this Agreement shall be construed in
a manner which will enable this Option to be so qualified. Optionee
hereby acknowledges receipt of a copy of the Plan.
12. Notices. All notices to the Company shall be addressed to the
Chairman of the Plan Committee of the Board of Directors of the
Company at the principal office of the Company at the address set
forth below and all notices to Optionee shall be addressed to
Optionee at the address on file with the Company or its
Subsidiaries, or to such other address as either may designate to
the other in writing. A notice shall be deemed to be duly given if
deposited, postage prepaid, with the United States Postal Service.
In lieu of giving notice by mail as aforesaid, written notices under
this Agreement may be given by personal delivery to Optionee or to
the Chairman of the Plan Committee of the Board of Directors of
the Company (as the case may be).
13. Sale or Other Disposition. Optionee hereby agrees that if Optionee
disposes (whether by sale, exchange, gift, or otherwise) of any
Shares acquired by exercise of this Option within one year after the
transfer of such Shares to Optionee upon exercise of this Option,
then Optionee shall notify the Company of such disposition in
writing within 30 days from the date of such disposition and the
type and amount of the consideration received for such Share or
Shares by Optionee in connection therewith. In the event of any
such disposition, the Company shall have the right to require
Optionee to immediately pay the Company the amount of taxes (if
any) which the Company is required to withhold under federal and/or
state law.
IN WITNESS WHEREOF, the parties hereto have extended this Agreement
as of the date and year first above written.
OPTIONEE
By
<PAGE>
[O'MELVENY & MYERS LLP Letterhead]
December
30th
1 9 9 7
(213) 669-6000
020,727-999
NB1-340538.V1
Amerigon Incorporated
404 E. Huntington Drive
Monrovia, California 91016
Re: Registration Statement on Form S-8 of
Amerigon Incorporated (the "Company")
Ladies and Gentlemen:
At your request, we have examined the Registration
Statement on Form S-8 to be filed with the Securities and
Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of 750,000 shares of Class
A Common Stock, without par value, of the Company (the
"Common Stock"), to be issued pursuant to the Amerigon
Incorporated 1997 Stock Incentive Plan (the "Plan"). At your
request, we have examined the proceedings heretofore taken and to
be taken in connection with the authorization of the Plan and the
Common Stock to be issued pursuant to and in accordance with the
Plan.
Based upon such examination and upon such matters
of fact and law as we have deemed relevant, we are of the opinion
that the Common Stock has been duly authorized by all necessary
corporate action on the part of the Company and, when issued in
accordance with such authorization, the provisions of the Plan
and relevant agreements duly authorized by and in accordance with
the terms of the Plan, will be validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an
exhibit to the Registration Statement.
Respectfully submitted,
/s/ O'Melveny & Myers LLP
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 14, 1997 which appears on
page F-2 of the Amerigon Incorporated Annual Report on Form 10-K for the year
ended December 31, 1996.
PRICE WATERHOUSE LLP
Costa Mesa, California
January 7, 1998
<PAGE>
