ZOLTEK COMPANIES, INC.
DIRECTORS STOCK OPTION PLAN
(AS AMENDED AND RESTATED)
SECTION 1. ESTABLISHMENT AND PURPOSE.
Zoltek Companies, Inc. hereby establishes a stock option plan to be named the Zoltek Companies, Inc.
Directors Stock Option Plan, for certain directors of the Company. The purpose of the Plan is (1) to induce
directors of the Company to remain directors of the Company, to offer them incentives and rewards in
recognition of their contributions to the Company's progress, and to encourage them to continue to promote the
best interests of the Company and its subsidiaries, and (2) to aid the Company and its subsidiaries in competing
with other enterprises for the services of new directors needed to help insure the Company's continued progress.
SECTION 2. DEFINITIONS.
(a) ACT means the Securities Exchange Act of 1934, as amended from time to time.
(b) ADMINISTRATOR means the Secretary of the Company.
(c) BOARD means the Board of Directors of the Company.
(d) CODE means the Internal Revenue Code of 1986, as amended and in effect from time to time.
(e) COMPANY means Zoltek Companies, Inc., a corporation organized and existing under the laws of the State
(f) ELIGIBLE DIRECTOR means a director of the Company who is not otherwise an officer or employee of the
Company or of any subsidiary thereof.
(g) FAIR MARKET VALUE of a share of the Company's common stock means, for any particular date, (i) for
any period during which the stock shall not be listed for trading on a national securities exchange, but when prices
for the stock shall be reported by the National Market System of the National Association of Securities Dealers
Automated Quotation System ("NASDAQ"), the last transaction price per share as quoted by the National
Market System of NASDAQ,
(ii) for any period during which the stock shall not be listed for trading on a national securities exchange or its
price reported by the National Market System of NASDAQ, but when prices for the stock shall be reporte