Exhibit (a)(1)(iii)
[ ] Please check the box if this Election Form is intended to amend and replace
an Election Form that you previously submitted.
CAPSTONE TURBINE CORPORATION
VOLUNTARY STOCK OPTION EXCHANGE PROGRAM
ELECTION FORM
(USE THIS ELECTION FORM (i) TO ELECT TO PARTICIPATE IN THE STOCK OPTION
EXCHANGE PROGRAM OR (ii) TO CHANGE YOUR PREVIOUS ELECTION WITH RESPECT TO
PARTICULAR OPTIONS.)
To Capstone Turbine Corporation ("CAPSTONE"):
I have received Capstone's Offer to Exchange Certain Outstanding Options
for New Options dated June 25, 2003 (the "OFFER"), to all non-executive
management employees of Capstone (or any of its subsidiaries) who hold stock
options eligible to be tendered pursuant to the Offer. By completing and
submitting this Election Form in accordance with the instructions attached
hereto prior to 5:00 p.m., Pacific Time, on July 24, 2003 (the "EXPIRATION
DATE"), I elect to tender one or more of my options eligible to be tendered
pursuant to the Offer (the "ELIGIBLE OPTIONS").
By signing below, I acknowledge that:
(a) Any Eligible Options tendered by me on this Election Form are tendered
subject to the terms and conditions of the Offer, a copy of which I acknowledge
having received and read in full.
(b) Capstone's acceptance for exchange of Eligible Options tendered
pursuant to the Offer will constitute a binding agreement between Capstone and
me upon the terms and subject to the conditions of the Offer. All authority in
this Election Form will survive my death or incapacity, and all of my
obligations in this Election Form will be binding upon my heirs, personal
representatives, successors and assigns.
(c) If Capstone accepts my Eligible Options for exchange and cancels them,
I acknowledge that I will have no right, title or interest to my tendered
Eligible Option(s), and this Election Form will serve as an amendment to the
option agreement(s) covering the Eligible Option(s) that I tendered and those
option agreement(s) shall be void and of no further effect.
(d) I UNDERSTAND THAT I MUST BE AN EMPLOYEE OF CAPSTONE, ONE OF CAPSTONE'S
SUBSIDIARIES OR A SUCCESSOR ENTITY AND OTHERWISE BE ELIGIBLE TO RECEIVE OPTION
GRANTS UNDER CAPSTONE'S 2000 EQUITY INCENTIVE PLAN ON THE DATE THE NEW OPTIONS
ARE GRANTED IN ORDER TO RECEIVE NEW OPTIONS. I ALSO UNDERSTAND THAT MY
EMPLOYMENT RELATIONSHIP WITH CAPSTONE (OR ONE OF CAPSTONE'S SUBSIDIARIES OR A
SUCCESSOR ENTITY, AS APPLICABLE) MAY BE TERMINATED AT ANY TIME BY EITHER
CAPSTONE OR ME, WITH OR WITHOUT CAUSE OR NOTICE, SUBJECT TO THE LAWS OF THE
COUNTRY IN WHICH I WORK AND ANY EMPLOYMENT AGREEMENT I MAY HAVE WITH CAPSTONE
(OR ONE OF CAPSTONE'S SUBSIDIARIES OR A SUCCESSOR ENTITY, AS APPLICABLE).
(e) I recognize that as set forth in Section 15 of the Offer to Exchange,
Capstone may terminate or amend the Offer and reject or postpone its acceptance
and cancellation of any Eligible Options tendered for exchange.
(f) Capstone has advised me to consult with my own legal, financial and
tax advisors before deciding whether or not to participate in the Offer.
(g) I have received and read the instructions attached to this form and,
by signing this Election Form, I agree to be bound by the additional terms and
conditions set forth in the instructions attached hereto.
I would like to participate in the Offer as indicated below. I have noted
below the grant number, grant date, exercise price and total number of
unexercised shares subject to each Eligible Option with respect to which I agree
to have such Eligible Option cancelled and replaced pursuant to the terms and
conditions of this Election Form and the Offer.
TOTAL NUMBER OF
UNEXERCISED SHARES
SUBJECT TO THE OPTION
GRANT NUMBER GRANT DATE EXERCISE PRICE (SHARES TO BE CANCELLED)
- ------------ ---------- -------------- ------------------------
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- ------------ ---------- -------------- ------------------------
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All questions as to the number of shares subject to Eligible Options to be
accepted for exchange, and the validity, form, eligibility (including time of
receipt) and acceptance for exchange of any tender of Eligible Options will be
determined by Capstone in its sole discretion.
I understand that any of these options that are accepted will be cancelled
by Capstone unless prior to 5:00 p.m., Pacific Time, on July 24, 2003 (or a
later Expiration Date if Capstone extends the Offer), (i) I submit a new
Election Form or a Notice to Withdraw from the Offer that is properly completed
and has a date later than the date of this Election Form or (ii) Capstone
terminates the Offer.
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Signature Social Security/Social Insurance/
National ID/Tax File Number
- ------------------------------------ ------------------- -------------------
Name (Please Print) Date and Time E-mail Address
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Home or Work Address
THIS ELECTION FORM MUST BE RECEIVED EITHER VIA HAND DELIVERY OR FAX (E-MAIL IS
NOT SUFFICIENT) BY 5:00 P.M., PACIFIC TIME, ON JULY 24, 2003 (OR IF THE OFFER IS
EXTENDED, PRIOR TO THE EXTENDED EXPIRATION OF THE OFFER) BY:
CAPSTONE TURBINE CORPORATION
ATTENTION: DEBBIE BERNARD
21211 NORDHOFF STREET
CHATSWORTH, CALIFORNIA 91311
PHONE: (818) 734-5431
FAX: (818) 734-5381
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Exhibit (a)(1)(iii)
INSTRUCTIONS TO THE ELECTION FORM
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. DELIVERY OF ELECTION FORM. A properly completed and executed original
of the Election Form (or a faxed copy of it), and any other documents required
by the Election Form, must be received either via hand delivery or fax (e-mail
is not sufficient) by 5:00 p.m., Pacific Time, on July 24, 2003 (the "EXPIRATION
DATE") (or if the Offer is extended, prior to the extended expiration of the
Offer) by:
Capstone Turbine Corporation
Attention: Debbie Bernard
21211 Nordhoff Street
Chatsworth, California 91311
Phone: (818) 734-5431
Fax: (818) 734-5381
THE METHOD BY WHICH YOU DELIVER ANY REQUIRED DOCUMENTS (INCLUDING THE
ELECTION FORM) IS AT YOUR OPTION AND RISK, AND THE DELIVERY WILL BE DEEMED MADE
ONLY WHEN ACTUALLY RECEIVED BY CAPSTONE AT THE ADDRESS OR FAX NUMBER LISTED
ABOVE. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO ENSURE TIMELY DELIVERY.
WE INTEND TO E-MAIL A CONFIRMATION OF RECEIPT OF YOUR ELECTION FORM WITHIN TWO
BUSINESS DAYS OF RECEIPT. IF YOU HAVE NOT RECEIVED A CONFIRMATION OF RECEIPT, IT
IS YOUR RESPONSIBILITY TO ENSURE THAT YOUR ELECTION FORM HAS BEEN RECEIVED BY
US.
2. CHANGE OF ELECTION / WITHDRAWALS OF TENDERED OPTIONS. You may change
your election or withdraw from participation at any time before the Expiration
Date. If Capstone extends the Offer beyond that time, you may change or withdraw
your election until the extended expiration of the Offer. To change your
election and still participate, you must deliver a new signed Election Form
which is clearly dated after your previously submitted Election Form. Upon the
receipt of such a new, properly signed and dated Election Form, Capstone will
disregard any previously submitted Election Form. To withdraw all tendered
options submitted for exchange, you must deliver a signed and dated (including
the time) Notice to Withdraw from the Offer with the required information to
Capstone while you still have the right to withdraw the tendered options. You
may not rescind a withdrawal and you will be deemed not to have tendered any
Eligible Options you have withdrawn unless you properly re-tender them before
the Expiration Date by delivery of a new Election Form following the procedures
described in these instructions.
Capstone will not accept any alternative, conditional or contingent
tenders. All tendering option holders, by signing the Election Form (or a faxed
copy of it), waive any right to receive any notice of the acceptance of their
tender, except as provided for in the Offer to Exchange.
3. INADEQUATE SPACE. If the space provided in the Election Form is
inadequate, the information requested by the table on the Election Form
regarding the options to be tendered should be provided on a separate schedule
attached to the Election Form. Print your name on the schedule, sign and date
it.
4. TENDERS. If you intend to tender options through the Offer, you must
complete the table on the Election Form by providing the following information
for each option that you intend to tender: (i) grant number (the grant number is
listed on your Personnel Option Status), (ii) grant date, (iii) exercise price,
and (iv) the total number of unexercised shares subject to the option.
Capstone will not accept partial tenders of options. Accordingly, you may
tender all or none of the unexercised shares subject to the eligible options you
decide to tender. Please remember that only options with an exercise price of
$2.00 per share or more are eligible for exchange.
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5. SIGNATURES ON THE ELECTION FORM. If the Election Form is signed by the
holder of the Eligible Options, the signature must correspond with the name as
written on the face of the option agreement or agreements to which the options
are subject without alteration, enlargement or any change whatsoever. IF YOUR
NAME HAS BEEN LEGALLY CHANGED SINCE YOUR OPTION AGREEMENT WAS SIGNED, PLEASE
SUBMIT PROOF OF THE LEGAL NAME CHANGE. If the Election Form is signed by an
attorney-in-fact, or other person acting in a fiduciary or representative
capacity, that person should so indicate when signing, and proper evidence
satisfactory to Capstone of the authority of that person so to act must be
submitted with the Election Form.
6. OTHER INFORMATION ON THE ELECTION FORM. In addition to signing the
Election Form, you must print your name and indicate the date and time at which
you signed it. You must also include a current e-mail address, work or home
address and your identification number, such as your social security number, tax
identification number or national identification number, as appropriate.
7. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions regarding the
mechanics of the Offer or requests for copies of the relevant documents should
be directed to Susan Cayley, General Counsel, Capstone Turbine Corporation
(telephone: (818) 734-5136; or e-mail scayley@capstoneturbine.com) or to Wade
Welch, VP Finance, Capstone Turbine Corporation (telephone: (818) 734-5555; or
e-mail wwelch@capstoneturbine.com). For questions regarding the legal, financial
or tax implications of the Offer, you should contact your own legal, financial
and tax advisors. Copies will be furnished promptly at Capstone's expense.
8. IRREGULARITIES. All questions as to the number of shares subject to
Eligible Options to be accepted for exchange, and the validity, form,
eligibility (including time of receipt) and acceptance for exchange of any
tender of options will be determined by Capstone in its sole discretion.
Capstone's determinations shall be final and binding on all parties. Capstone
reserves the right to reject any or all tenders of options Capstone determines
not to be in proper form or the acceptance of which may, in the opinion of
Capstone's counsel, be unlawful. Capstone also reserves the right to waive any
of the conditions of the Offer and any defect or irregularity in the tender of
any particular options, and Capstone's interpretation of the terms of the Offer
(including these instructions) will be final and binding on all parties. No
tender of Eligible Options will be deemed to be properly made until all defects
and irregularities have been cured or waived. Unless waived, any defects or
irregularities in connection with tenders must be cured within such time as
Capstone shall determine. Neither Capstone nor any other person is or will be
obligated to give notice of any defects or irregularities in tenders, and no
person will incur any liability for failure to give any such notice.
9. IMPORTANT TAX INFORMATION. You should refer to Section 14 of the Offer
to Exchange, which contains important U.S. federal income tax information.
10. MISCELLANEOUS.
A. Data Privacy. By accepting the Offer, you hereby explicitly and
unambiguously consent to the collection, use and transfer, in electronic or
other form, of your personal data as described in this document by and among, as
applicable, Capstone or any of its affiliates for the exclusive purpose of
implementing, administering and managing your participation in the Offer.
You understand that Capstone or any of its affiliates may hold certain
personal information about you, including, but not limited to, your name, home
address and telephone number, date of birth, social security number or other
identification number, salary, nationality, job title, any shares of stock or
directorships held in Capstone, details of all options or any other entitlement
to shares of stock awarded, canceled, exercised, vested, unvested or outstanding
in your favor, for the purpose of implementing, administering and managing the
stock option plan and this Offer ("DATA"). You understand that Data may be
transferred to any third parties assisting in the implementation, administration
and management of this Offer and the grant of any new options, that these
recipients may be located in your country, or elsewhere, and that
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the recipient's country may have different data privacy laws and protections
than in your country. You authorize the recipients to receive, possess, use,
retain, record and transfer the Data, in electronic or other form, for the
purposes of implementing, administering and managing your participation in the
stock option plans and this Offer and Capstone or any of its affiliates may
retain such information in your file. You understand that Data will be held only
as long as is necessary to implement, administer and manage your participation
in the stock option plans and this Offer. You understand that you may, at any
time, view Data, request additional information about the storage and processing
of Data, require any necessary amendments to Data or withdraw the consents
herein by contacting in writing your local human resources representative. You
understand that withdrawal of consent may affect your ability to participate in
this Offer and exercise or realize benefits from the stock option plans.
B. Acknowledgement and Waiver. By accepting this Offer, you further
acknowledge that: (i) your acceptance of the Offer is voluntary; (ii) the Offer,
the Eligible Options and any new options granted to you are outside the scope of
your employment contract, if any, and are not part of normal or expected
compensation or salary for any purposes, including, but not limited to,
calculating any severance, resignation, redundancy, end of service payments,
bonuses, long-service awards, pension or retirement benefits or similar
payments; (iii) the future value of the shares underlying any new options
granted to you is unknown and cannot be predicted with certainty; (iv) if the
shares underlying any new options granted to you do not increase in value, the
new options will have no value; and (v) no claim or entitlement to compensation
or damages arises from the termination of the Eligible Options or diminution in
value of any new options or shares purchased through the exercise of any new
options, and you irrevocably release Capstone and any of its subsidiaries and
affiliates from any such claim that may arise.
IMPORTANT: THE ELECTION FORM (OR A FAXED COPY OF IT) TOGETHER WITH ALL
OTHER REQUIRED DOCUMENTS MUST BE RECEIVED IN ACCORDANCE WITH THE INSTRUCTIONS BY
CAPSTONE BY 5:00 P.M., PACIFIC TIME, ON JULY 24, 2003.
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