WYLE ELECTRONICS
RESTRICTED STOCK AWARD AGREEMENT
(RELATING TO DEFERRAL OF 1996 INCENTIVE COMPENSATION AWARD)
THIS RESTRICTED STOCK AWARD AGREEMENT ("AGREEMENT")
is dated as of the ____ day of _______, 199_, between WYLE
ELECTRONICS, a California corporation (the "Corporation"), and
_________________________ (the "Employee").
W I T N E S S E T H
WHEREAS, the Corporation has adopted and the
shareholders of the Corporation have approved the Wyle
Electronics 1995 Stock Incentive Plan (the "Plan");
WHEREAS, the Executive Compensation Committee of the
Board has approved the Wyle Electronics 1996 Incentive
Compensation Award Program ("1996 Incentive Program") to provide
for the payment of cash incentive awards to a select group of key
employees (including executive officers) in accordance with the
terms of the 1996 Incentive Program;
WHEREAS, Employee has elected to defer a portion of any
award otherwise payable to Employee under the 1996 Program in the
form of the Corporation's Common Stock issued under the Plan
subject to certain restrictions;
WHEREAS, pursuant to the Employee's election and
Article IV of the Plan, the Committee has granted to the Employee
a restricted stock award upon the terms and conditions evidenced
hereby, as required by the Plan;
NOW, THEREFORE, in consideration of the services
rendered and to be rendered by the Employee, the Corporation and
the Employee agree to the terms and conditions set forth herein
(including the terms and conditions incorporated by reference
from the Plan).
1. Defined Terms. Capitalized terms not otherwise
defined herein shall have the meaning assigned to such terms in
the Plan.
2. Election and Determination of Number of Shares of
Restricted Stock. Employee has elected to defer a portion of his
1996 Incentive Program award in the form of restricted shares of
the Corporation's Common Stock as set forth in the attached
Election Form, the terms of which are hereby incorporated by
reference and made a part of this Agreement. The portion of
Employee's 1996 Incentive Program award which Employee has
elected to defer in restricted shares of the Corporation's Common
Stock shall be increased by a 25% premium. Such sum shall then
be converted into whole shares of Restricted Stock based upon the
closing price of the Corporation's Common Stock on the last
trading day of the performance period under the 1996 Incentive
Program ending December 31, 1996. Amounts which would otherwise
result in fractional shares will be paid in cash on the regular
payment date for awards under the 1996 Incentive Program.
3. Award and Purchase of Restricted Stock. The
Corporation hereby awards to the Employee, effective as of
___________, 19__ (the "Award Date"), the right to purchase from
the Corporation and the Employee hereby agrees to purchase
__________ shares of Common Stock of the Corporation, determined
pursuant to Section 2 above. The purchase price for the shares
of Common Stock being purchased shall be $1.00 per share.
4. Consideration to Corporation. As partial
consideration for the issuance of Restricted Stock by the
Corporation, Employee agrees to render faithful and efficient
services to the Corporation or a Subsidiary with such duties and
responsibilities as the Corporation shall from time to time
prescribe. Nothing in this Agreement or in the Plan shall confer
upon Employee any right to continue in the employ of the
Corporation or any Subsidiary or shall interfere with or restrict
in any way the rights of the Corporation and its Subsidiaries,
which are hereby expressly reserved, to terminate employment of
Employee at any time for any reason, with or without cause.
5. Restrictions on Transfer. The shares of Common
Stock awarded to the Employee pursuant to Section 3 hereof and
any additional shares attributable thereto received by the
Employee as a result of any stock dividend, recapitalization,
merger, reorganization or similar event described in Section 6.2
of the Plan (collectively, the "Restricted Stock") shall be
subject to the restrictions set forth herein and may not be sold,
assigned, transferred, pledged or otherwise disposed of, or
encumbered, during the applicable Restricted Period (as defined
below), except as permitted hereby. The Restricted Period shall
commence as the Award Date and shall terminate as follows:
(a) With respect to the number of shares of
Restricted Stock attributable to the Employee's 1996
Incentive Program award as described in Section 3, exclusive
of the number of shares attributable to the 25% premium
described in Section 2, (i.e., _______ shares), as follows:
Date Shares Become Percentage of Shares
Free From Restrictions Free From Restrictions
[Insert first anniversary 33-1/3%
of Award Date]
[Insert second anniversary 33-1/3%
of Award Date]
[Insert third anniversary 33-1/3%
of Award Date]
(b) With respect to the number of shares of
Restricted Stock attributable to the 25% premium described
in Section 2 (i.e., _________ shares), as follows:
Date Shares Become Percentage of Shares
Free From Restrictions Free From Restrictions
[insert third anniversary 100%
of Award Date]
6. Termination of Employment. If the Employee ceases
to be employed by the Corporation for any reason other than
death, Total Disability or Retirement (as defined below), all
shares of Restricted Stock which are then subject to any
restrictions set forth above, shall upon such termination of
employment be forfeited and returned to the Corporation. If the
employment of the Employee terminates by reason of death, Total
Disability or Retirement (as defined below), all shares of
Restricted Stock which are then subject to any restrictions set
forth above shall automatically be made free from such
restrictions. A leave of absence approved in writing by the
Committee shall not be deemed a termination of employment for
purposes of this section. For purposes of this Agreement,
Employee will be considered to have terminated by reason of
Retirement if the Employee retires under the provisions of any
retirement plan of the Corporation then in effect and immediately
commences to receive benefits thereunder.
7. Stock Certificate. A stock certificate issued in
respect of the shares of Restricted Stock issued pursuant to this
Agreement shall be registered in the name of the Employee and
shall be deposited by the Employee with the Corporation together
with a stock power endorsed in blank. The Corporation shall
provide the Employee with a receipt for such stock certificate
acknowledging that the Corporation is holding such certificate
pursuant to the terms of this Agreement.
All stock certificates for shares of Restricted Stock
during the Restricted Period shall bear the following legend:
"The transferability of this certificate and the shares
of stock represented hereby are subject to the terms
and conditions contained in an Agreement entered into
between the registered owner and Wyle Electronics. A
copy of such Agreement is on file in the office of the
Secretary of Wyle Electronics, 00000 Xxxxxxxx Xxxxxxx,
Xxxxxx, Xxxxxxxxxx 00000."
With regard to any shares of Restricted Stock which
cease to be subject to restrictions pursuant to Section 5, the
Corporation shall, within 60 days of the date such shares cease
to be subject to restrictions, transfer such shares free of all
restrictions set forth in the Plan and this Agreement to the
Employee or, in the event of such the Employee's death, to the
Employee's legal representative, heir or legatee.
8. Shareholder's Rights. Subject to the terms of
this Agreement, during the Restricted Period, the Employee shall
have, with respect to the Restricted Stock, all rights of a
shareholder of the Corporation, including the right to vote such
shares and the right to receive all regular cash dividends paid
with respect to the shares of Restricted Stock; provided, that
the right to receive regular cash dividends shall terminate
immediately with respect to any shares of Restricted Stock upon
forfeiture of those shares pursuant to Section 6 of this
Agreement.
9. Regulatory Compliance. The issue and sale of
shares of Restricted Stock shall be subject to full compliance
with all then applicable requirements of law and the requirements
of any stock exchange upon which the Common Stock of the
Corporation may be listed.
10. Withholding Tax. The Employee agrees that, in the
event the purchase of the Restricted Stock or the expiration of
restrictions thereon results in the Employee's realization of
income which for federal, state or local income tax purposes is,
in the opinion of counsel for the Corporation, subject to
withholding of tax at source by the Corporation, the Employee
will pay to the Corporation an amount equal to such withholding
tax (or the Corporation may withhold such amount from the
Employee's salary or from dividends deposited with the
Corporation with respect to the Restricted Stock).
11. Investment Representation. The Employee
represents and agrees that if the Employee purchases the
Restricted Stock at a time when there is not in effect under the
Securities Act of 1933 (the "Securities Act") a registration
statement relating to the shares and there is not available for
delivery a prospectus meeting the requirements of Section
10(a)(3) of the Securities Act, (i) the Employee will acquire the
shares upon such purchase for the purpose of investment and not
with a view to their resale or distribution, (ii) that upon such
purchase, the Employee will furnish to the Corporation an
investment letter in form and substance satisfactory to the
Corporation, (iii) prior to selling or offering for sale any such
shares, the Employee will furnish the Corporation with an opinion
of counsel satisfactory to it to the effect that such sale may
lawfully be made and will furnish it with such certificates as to
factual matters as it may reasonably request, and (iv) that
certificates representing such shares may be marked with an
appropriate legend describing such conditions precedent to sale
or transfer.
12. Federal Income Tax Election. The Employee hereby
acknowledges receipt of advice that pursuant to current federal
income tax laws, (i) the Employee has 30 days in which to elect
to be taxed in the current taxable year on the difference between
the amount paid, if any, for the Restricted Stock and the Fair
Market Value thereof in accordance with the provisions of
Internal Revenue Code Section 83(b) and, (ii) if no such election
is made, the taxable event will occur when the shares of
Restricted Stock cease to be subject to restriction, and the tax
will be measured by the difference between the amount paid, if
any, for the Restricted Stock and the Fair Market Value of the
Restricted Stock on the date of the taxable event.
13. Notices. Any notice to be given to the
Corporation under the terms of this Agreement shall be in writing
and addressed to the Corporation at its principal office located
at 00000 Xxxxxxxx Xxxxxxx, Xxxxxx, Xxxxxxxxxx 00000, Attention:
Corporation Secretary, and any notice to be given to the Employee
shall be addressed to him or her at the address given beneath the
Employee's signature hereto, or at such other address as either
party may hereafter designate in writing to the other party.
14. Amendment, Termination and Suspension. The
amendment, termination and suspension of the Plan shall be
governed by Section 6.6 of the Plan. The Committee with the
consent of the Employee may make such modifications of the terms
and conditions of the award under this Agreement as the Committee
shall deem advisable, including, without limitation, those
adjustments described in Section 6.6(d) of the Plan.
15. General Terms. The award of Restricted Stock and
this Agreement are subject to, and the Corporation and the
Employee agree to be bound by, the provisions of the Plan that
apply to the Restricted Stock, including but not limited to
Articles I, IV, VI and VII. Such provisions are incorporated
herein by this reference. The Employee acknowledges receiving a
copy of the Plan and reading its applicable provisions.
Provisions of the Plan that grant discretionary authority to the
Committee shall not create any rights in the Employee, unless
such rights are expressly set forth herein.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date and year first written above.
WYLE ELECTRONICS
By: __________________________
Title: _______________________
EMPLOYEE
______________________________
(Signature)
______________________________
(Print Name)
______________________________
(Address)
______________________________
(City, State, Zip Code)
______________________________
(Social Security Number)
CONSENT OF SPOUSE
In consideration of the execution of the foregoing
Restricted Stock Award Agreement by the Corporation, I,
_________________, the spouse of the Employee herein named, do
hereby join with my spouse in executing the foregoing Restricted
Stock Award Agreement and do hereby agree to be bound by all of
the terms and provisions thereof and of the Plan.
DATED: _______________, 19__. ____________________________
Signature of Spouse
