NON-QUALIFIED STOCK OPTION AGREEMENT
AGREEMENT made the 29th day of
April, 2010 between Nu Horizons
Electronics Corp., a Delaware corporation, (hereinafter called the
"Company") and Xxxxxx Xxxxxx
(hereinafter called "Optionee").
WITNESSETH:
Whereas, the Company, for the
purposes stated therein, has adopted a 2002 Key Employee Stock Incentive Plan,
a copy of which is annexed hereto as Exhibit "A" (hereinafter called the
"Plan"); and
Whereas, in accordance with
said Plan, the Compensation Committee of the Board of Directors has determined
that Optionee is eligible for and should be granted an option pursuant to said
Plan as herein below provided, and Optionee desires to have such
option;
Now, Therefore, in
consideration of the premises and the mutual covenants hereinafter set forth,
the parties hereto agree as follows:
1. Grant and
Exercise of Option. The Company hereby grants to
Optionee an option to purchase a total of 200,000 shares of the
authorized and unissued Common Stock of the Company, having a par value of
$.0066 per share, at the price of $3.69 per share (the
“Option”), upon and subject to the following terms and conditions:
(a) The
Option may be exercised before April 28, 2020 (the "Expiration Date") and,
within such period, only at the following times and in the following
amounts:
(i) Commencing on May
29, 2010 and on the 29th day of
each month thereafter for a total of twenty-three months ending on March 29,
2012, the Option may be exercised for up to 5,555 shares of Common Stock per
month (an aggregate 127,765 shares of the total 200,000 shares of Common Stock
granted in Paragraph 1 hereof, at the conclusion of such twenty-three month
period);
(ii) On April 29, 2012, the Option may
be exercised for an additional 5,569 shares of the total 200,000 shares of
Common Stock granted in Paragraph 1 hereof; and
(iii)
After July 29, 2010, the Option may be exercised for up to an additional 66,666 shares of Common Stock
of the total 200,000
shares of Common Stock granted in Paragraph 1 hereof.
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(b) The
Option may be exercised in each instance, only during the continuance of the
Optionee’s employment or service with the Company and under certain other
circumstances as set forth in Section 2.3 of the Plan. In the event
of the termination of the Optionee’s employment or services with the Company,
the Optionee may exercise an Option in accordance with the terms of the
Plan. Notwithstanding the foregoing, in the event that prior to the
exercise of the Option, the Optionee is convicted of or pleads nolo contendere
to a crime or is subject to a finding by a regulatory authority or a court that
he violated U.S. laws or regulations or the laws or regulations of a foreign
country in the course of his performance of services for the Company, then
Optionee (including any person who succeeds to the right of Optionee hereunder)
shall not be permitted to exercise the Option for any of the shares of Common
Stock purchasable hereunder, regardless of any prior vesting of the right to
purchase any of such shares of Common Stock.
(c) Each
exercise of the Option shall be by delivery to the Company, at its then
principal office (attention of the Treasurer), of written notice stating the
number of shares of Common Stock to be purchased, accompanied by
payment in full of the option price of such shares of Common
Stock. The option price shall be payable in United States dollars (i)
cash, or (ii) check, or (iii) other shares of the Company’s Common Stock which
have a Fair Market Value on the date of surrender equal to the aggregate
exercise price of the Shares as to which said Option shall be exercised, or (iv)
consideration received by the Company under any cashless exercise program
implemented by the Company in connection with the Plan.
(d) In
the event of each exercise of the Option, the Company shall deliver to the
Optionee, personally or at his designated address, as soon as practicable, a
certificate made out to the Optionee for the number of shares being
purchased.
(e) The
Option is not intended to be an Incentive Stock Option under Section 422 of the
Internal Revenue Code of 1986, as amended.
(f)
If at any time, the Company or any Subsidiary or
Affiliate is required, under applicable laws and regulations, to withhold, or to
make any deduction for any taxes, or take any other action in connection with
any Option exercise, the Optionee shall be required to pay to the Company or
such Subsidiary or Affiliate, the amount of any taxes required to be withheld,
or, in lieu thereof, at the option of the Company, the Company or such
Subsidiary or Affiliate may accept Common Stock valued at its Fair Market Value
on the date of payment, to cover the amount required to be
withheld.
2. Non-Transferability
of Option. The Option granted under this Agreement shall not
be transferable otherwise than by will or the laws of descent and distribution
as may be permitted by the Board or the Committee.
3. Purchase
for Investment. To the extent that, at the time of exercise of
the Option, the underlying shares have not been registered for sale
under the Securities Act or 1933, as amended, the Optionee represents, on behalf
of himself and any transferees permitted by the terms of the Plan, that any
shares of Common Stock purchased pursuant to this Agreement will be acquired in
good faith for investment and not for resale or distribution, and Optionee on
behalf of himself and said person or persons, agrees that each notice of the
exercise of the Option shall contain or be accompanied by a representation in
writing signed by him or said person or persons, as the case may be, in form
satisfactory to the Company, that the shares of Common Stock to be purchased
pursuant to such notice are being so acquired and will not be sold except in
compliance with applicable securities laws.
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4. Binding
Effect of the Plan. Optionee represents that he has read and
understands the Plan and agrees to be bound by all of the terms and conditions
thereof.
5. Capitalized
Terms. The capitalized terms used herein without definition
are used as defined in the Plan.
In Witness Whereof, the
parties hereto have duly executed this Agreement as of the day and year first
above written.
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By:
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/s/ Xxxx Xxxxxxxxxxx | |
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Xxxx
Xxxxxxxxxxx
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Executive
Vice President
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and
Chief Financial
Officer
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By:
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/s/
Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx,
Optionee
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