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EXHIBIT 10.29
1995
STOCK OPTION AGREEMENT
THIS AGREEMENT is made and entered into to be effective as of the 1st day
of January, 1995, by and between ANIXTER INC., a Delaware corporation, and
("the Optionee").
1. Incorporation of Plan
The Agreement shall be governed by the Anixter Distribution Stock Option
Plan (the "Plan"), all of the provisions of which are hereby incorporated
herein.
2. Grant of Option
On the terms and conditions stated herein and in the Plan, the Corporation
hereby grants to the Optionee the option to purchase Shares as defined in the
Plan for an exercise price of fourteen dollars and 50 cents ($14.50) per Share.
3. Right to Exercise
Subject to the conditions and the exceptions set forth herein and in the
Plan, this Option shall become exercisable pursuant to Schedule A attached
hereto.
4. Term of Option
This Option shall in any event expire in its entirety January 1, 2002. This
Option shall further expire as set forth in the Plan.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be executed on
its behalf by its officer duly authorized to act on behalf of the Corporation,
and the Optionee has personally executed this Agreement.
ANIXTER INC. OPTIONEE
A Delaware Corporation
By:
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Xxxx Xxx
Title: Secretary
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SCHEDULE A
1995 STOCK OPTION AGREEMENT
EMPLOYEE
NUMBERS OF
DATE OF GRANT SHARES GRANTED DATE EXERCISABLE EXPIRATION DATE
------------- ---------------- ---------------- ---------------
1/1/95 1/1/97 1/1/2002
1/1/95 1/1/98 1/1/2002
1/1/95 1/1/99 1/1/2002
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OPTIONEE/STOCKHOLDER AGREEMENT
In consideration of the granting of stock options and other good and
valuable consideration, the parties hereby agree as follows:
1. All terms used in this Agreement shall have the same meaning as the
terms in the Anixter Distribution Stock Option Plan.
2. This Agreement shall apply to all Stock acquired pursuant to Options
granted at any time to an Optionee who is a party to this Agreement at any time.
3. Upon the written request of an Optionee or the Optionee's
Representative to the Secretary of the Corporation to register under the
Securities Act all Shares which had been held by the Optionee or Optionee's
Representative for more than six months at the time of such request, the
Corporation shall use its best efforts to cause such Shares to be so registered
as soon as reasonably practicable so as to permit promptly the sale thereof. The
party requesting the registration shall provide all information as may be in
that party's control and take all such action as may be reasonably required to
permit the Corporation to comply with applicable requirements for such
registration. Notwithstanding the foregoing, the Corporation (i) shall not be
obligated to file more than one registration statement during any four-month
period, (ii) shall not be obligated to cause any special audit to be undertaken
in connection with any such registration and (iii) shall be entitled to postpone
for a reasonable period of time, but not in excess of 60 days, the filing of any
registration statement otherwise required to be prepared and filed by the
Corporation if (A) the Corporation determines that the registration and
distribution of the Shares would interfere with any pending or imminent
financing, acquisition, corporate reorganization or other transaction involving
the Corporation or any of its affiliates or (B) the Corporation determines that
it is precluded, either due to circumstances beyond its control or because it is
unable or unwilling for valid corporate purposes to make any disclosures which
would be required to be made therein from filing any such registration
statement.
4. In lieu of complying with Paragraph 3, the Corporation may purchase
the Shares for which registration is requested at their Fair Market Value. "Fair
Market Value" shall be the value per Share as determined in accordance with
Paragraph 4(d) of the Anixter Distribution Stock Option Plan. Fair Market Value
shall be determined quarterly as of the end of each fiscal quarter. The Fair
Market Value used for any purchase shall be that which has been or will be
determined for the most recently completed quarter at the time of the
registration request. THE DETERMINATION PURSUANT TO THESE PROVISIONS SHALL BE
FINAL AND BINDING ON BOTH THE COMPANY AND THE OPTIONEE AND THE OPTIONEE'S
REPRESENTATIVE.
5. In the event of an Employment Termination for any reason (including
death), Shares purchased by the Optionee or the Optionee's Representative prior
or subsequent thereto may be purchased by the Company at its election pursuant
to the provisions of Paragraph 4 of this Agreement as if the Optionee or
Optionee's Representative had requested the registration under Paragraph 4 as of
the date of the Company's election to purchase such Shares. The Company may
elect to purchase such Shares not more than 10 days after being notified of the
Employment Termination.
6. Before selling any Shares, the Optionee or the Optionee's
Representative will first notify the Secretary of the Corporation in writing of
the identity of the proposed purchaser and the proposed purchase terms. The
Corporation by written notice to the Optionee within 10 days of its receipt of
such notification from the Optionee or the Optionee's Representative may
purchase such Shares, at the election of the Corporation, on the proposed terms
or pursuant to the provisions of Paragraph 4 of this Agreement as if the
Optionee or the Optionee's Representative had requested registration of the
Shares under Paragraph 4 as of the date of such notification by the Company.
7. As long as there is no public market for the Shares, upon the request
of an Optionee or the Optionee's Representative and simultaneous with the
exercise of an Option, the Corporation will loan the
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Optionee or the Optionee's Representative, an amount sufficient to exercise the
Option and to pay the taxes and withholding for taxes triggered by the exercise
when and as required. The loan shall be secured in a manner reasonably
satisfactory to the Corporation by any Shares held by the Optionee or the
Optionee's Representative and any amounts due the Optionee or the Optionee's
Representative under this Agreement or otherwise owed to the Optionee or the
Optionee's Representative by the Corporation. The maximum period of the loan
shall be 12 months and the interest rate for the loan shall be the higher of the
lowest commercial rate then available or the applicable federal rate specified
by Section 1274 (d) of the Code.
8. No rights under this Agreement shall accrue to or be exercisable by
anyone other than the parties to this Agreement, the Optionee's Representative,
the Corporation and any successor of the Corporation.
9. This Agreement may be modified only in writing authorized by the
Board and by either the Optionee or Optionee's Representative or Stockholder to
whom the modification is being applied or by holders of a majority of options to
purchase Stock issued to Employees by the Corporation and Shares issued pursuant
to such Options. Notwithstanding the foregoing, the Board shall have the
authority to interpret and administer the provisions of this Agreement and such
actions by the Board shall be final and binding.
10. This Agreement may be executed in counterparts and its validity shall
not be affected by the failure of any Optionee or Stockholder to execute this
Agreement.
Dated this 1st day of January, 1995.
ANIXTER INC.
OPTIONEE
By:
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Xxxx Xxx [print name]
Secretary
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Signature
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EMPLOYEE ACKNOWLEDGEMENT
I hereby acknowledge that (a) I have reviewed the following Plan, (b) I am aware
that this Plan governs all stock options I am being and will in the future be
granted and that the provisions of this Plan are being incorporated in all such
option agreements, and (c) I agree to the terms of this Plan.
Dated this day of , 1995
Employee
ANIXTER DISTRIBUTION
STOCK OPTION PLAN
1. DEFINITIONS
a) "Agreement" shall mean a stock option agreement granted pursuant to
this Plan.
b) "Board" shall mean the Board of Directors of the Corporation, as
constituted from time to time, or any committee of that Board authorized
to act on matters relating to stock options.
c) "Code" shall mean the Internal Revenue Code of 1954, as amended.
d) "Corporation" shall mean Anixter Inc., a Delaware corporation.
e) "Date of Grant" shall mean the date as of which an Agreement is
effective as stated in the Agreement.
f) "Employee" shall mean an individual who is an employee (within the
meaning of Section 3401 (c) of the Code and the regulations thereunder)
of the Corporation or of a Subsidiary, excluding any individual who is
an employee of the Antec Division of the Corporation (provided that this
exclusion from the definition of Employee shall not apply to any Option
granted to an individual on a date the individual was an Employee of the
Antec Division).
g) "Employment Termination" shall mean the termination of the Optionee's
status as an Employee for any reason.
h) "Exercise Price" shall mean the amount for which one Share may be
purchased upon exercise of an Option, as specified in the Agreement.
i) "Nonstatutory Stock Option" shall mean an option not described in
sections 422(b), 422A(b), 423(b), or 424(b) of the Code.
j) "Option" shall mean a Nonstatutory Stock Option granted pursuant to
an Agreement.
k) "Option Period" shall mean the term of an Option, as specified in an
Agreement.
l) "Parent" shall mean any corporation which owns at least fifty percent
(50%) of the total combined voting power of all classes of stock in the
Corporation or in another Parent.
m) "Partial Exercise" shall mean an exercise with respect to less than all
of the remaining Shares exercisable pursuant to an Option.
n) "Plan" shall mean this Anixter Distribution Stock Option Plan.
o) "Purchase Price" shall mean the Exercise Price multiplied by the
number of Shares with respect to which an Option is exercised.
p) "Securities Act" shall mean the Securities Act of 1933, as amended.
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q) "Share" shall mean one (1) share of Stock as adjusted in accordance
with Paragraph 4 of this Plan (if applicable).
r) "Stock" shall mean the Common Stock of the Corporation or, in lieu
thereof, stock described in Paragraph 16 if such stock is designated
pursuant to the provisions of Paragraph 16 to be the "Stock".
s) "Subsidiary" shall mean any corporation, if the Corporation and/or
one or more other Subsidiaries own at least fifty percent (50%) of the
total combined voting power of all classes of outstanding stock in such
corporation.
2. RIGHT TO EXERCISE
Subject to the conditions set forth below and the exceptions set forth in
Paragraphs 3 and 4 of this Plan, an Option shall become exercisable as
specified in the Agreement. No Partial Exercise of an Option may be made
for a number of Shares other than 100 Shares or a multiple thereof.
Notwithstanding any other provision of an Agreement or this Plan, no Option
shall be exercisable in any part prior to January 1, 1994.
3. TERM OF OPTION
An Option shall expire on the date specified in the Agreement. In addition,
an Option shall expire upon the termination of the Optionee's service as an
Employee, if such termination occurs first, subject to the following
provisions:
a) If the Employment Termination is caused by the Optionee's death, then
the Option (to the extent not previously exercised) may be exercised
within twelve (12) months after the Optionee's death by the Optionee's
executors or administrators or by any person or persons who have
acquired the Option directly from the Optionee by bequest or inheritance
("Optionee's Representative"), but only to the extent that the Option
was exercisable under Paragraph 2 of this Plan on date of death.
b) If Employment Termination is caused by any reason other than death or
cause, then the Option (to the extent not previously exercised) may be
exercised within a period of seven months after the termination, but in
no event shall the period for exercise expire prior to January 4, 1994,
or if the Employment Termination is for cause, then the Option shall
terminate on the date of such Employment Termination, but in each case
only to the extent that the Option was exercisable under Paragraph 2 of
this Plan on the date of the termination. If the Optionee dies within
such period, the Option (to the extent not previously exercised) may be
exercised within twelve (12) months after the Optionee's death by the
Optionee's Representative, but only to the extent that the Option was
exercisable under Paragraph 2 of this Plan on the date of the
termination.
Any other provision of an Agreement or this Plan to the contrary
notwithstanding, an Option shall not be exercisable after the expiration
date set forth in the Agreement.
For purposes of this Paragraph 3, the Employee relationship shall be
deemed to continue while the Optionee is acting as a consultant, or is
on military leave, sick leave or other bona fide leave of absence (to be
determined in the sole discretion of the Board).
4. SHARES AND ADJUSTMENT
All of the provisions of this Paragraph 4 are subject to, and are
overridden by, the provisions of Paragraph 16 of this Agreement.
The Exercise Price in effect at any time and the number and kind of
securities purchasable upon exercise of an Option shall be subject to
adjustment from time to time upon the happening of certain events, as
follows:
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a) In case the Corporation shall (i) pay a dividend in Shares of Stock or
make a distribution in Shares of Stock to its Stockholders, (ii)
subdivide its outstanding Shares of Stock, (iii) combine its outstanding
Shares of stock into a smaller number of Shares of Stock or (iv) issue
by reclassification of its Shares of Stock other securities of the
Corporation (including any such reclassification in connection with a
consolidation or merger in which the Corporation is the continuing
corporation), the number of Shares purchasable upon exercise of an
Option immediately prior thereto shall be adjusted so that the Optionee
shall be entitled to receive the kind and number of Shares or other
securities of the Corporation which the Optionee would have owned or
have been entitled to receive after the happening of any of the events
described above, had the Option been exercised immediately prior to the
happening of such event or any record date with respect thereto. An
adjustment made pursuant to this Paragraph (a) shall become effective
immediately after the effective date of such event retroactive to
immediately after the record date, if any, for such event.
b) In case the Corporation shall issue rights, options, or warrants to
all holders of its Shares of Stock, without any charge to such holders,
entitling them (for a period expiring within 45 days after the record
date mentioned below in this Paragraph (b) to subscribe for or purchase
Shares of Stock at a price per share which is lower at the record date
mentioned below than the then Current Market Price per Share of Stock
(as defined in Paragraph (d) below), the number of Shares thereafter
purchasable upon the exercise of an Option shall be determined by
multiplying the number of Shares theretofore purchasable by a fraction,
of which the numerator shall be the number of Shares of Stock
outstanding on such record date plus the number of additional Shares of
Stock offered for subscription or purchase, and of which the denominator
shall be the number of Shares of Stock outstanding on such record date
plus the number of Shares which the aggregate offering price of the
total number of Shares of Stock so offered would purchase at the then
Current Market Price per Share of Stock. Such adjustment shall be made
whenever such rights, options or warrants are issued, and shall become
effective retroactively immediately after the record date for the
determination of shareholders entitled to receive such rights, options
or warrants.
c) In case the Corporation shall distribute to all holders of Shares of
Stock (i) shares of stock other than Stock, (ii) evidences of its
indebtedness, (iii) assets or cash (excluding ordinary cash dividends
payable out of consolidated earnings or retained earnings and dividends
or distributions referred to in Paragraph (a) above), or (iv) rights,
options or warrants or convertible or exchangeable securities containing
the right to subscribe for or purchase Shares of Stock (excluding those
referred to in Paragraph (b) above), then in each case the number of
Shares thereafter purchasable upon the exercise of an Option shall be
determined by multiplying the number of shares theretofore purchasable
upon the exercise of the Option, by a fraction, the numerator of which
shall be the Current Market Price per Share of Stock on the record date
mentioned below in this Paragraph (c), and the denominator or which
shall be the Current Market Price per Share of Stock on such record
date, less the then fair value of the portion of the shares of stock
other than Stock or assets or evidences of indebtedness so distributed
or of such subscription rights, options or warrants, or of such
convertible or exchangeable securities applicable to one Share of Stock.
Such adjustment shall be made whenever any such distribution is made,
and shall become effective on the date of distribution retroactive to
immediately after the record date for the determination of shareholders
entitled to receive such distribution.
d) For the purpose of any computation under Paragraphs (b) and (c) above,
the Current Market Price per Share of Stock at any date shall be the
average of the daily closing prices for 15 consecutive trading days
commencing 20 trading days before the date of such computation. The
closing price for each day shall be the last reported sale price or, in
case no such reported sale takes place on such day, the average of the
closing bid and asked prices for such day, in either case on the
principal national securities exchange on which the Shares are listed or
admitted to trading, or if they are not listed or admitted to trading on
any national securities exchange, but are traded in the over-the-counter
market, the closing sale price of the Stock, or in case no sale is
publicly reported, the average of the representative closing bid and
asked quotations for the Stock on NASDAQ or
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any comparable system, or if the Stock is not listed on NASDAQ or a
comparable system, the closing sale price of the Stock, or in case no
sale is publicly reported, the average of the closing bid and asked
prices as furnished by two members of the National Association of
Securities Dealers, Inc. selected from time to time by the Corporation
for that purpose, or if there is no public market for the Stock, the
fair-market value of the Stock as determined by Duff & Xxxxxx Financial
Consulting Company, or another independent appraisal firm selected as a
replacement therefor by the Board.
e) No adjustment in the number of Shares purchasable hereunder shall be
required unless such adjustment would require an increase or decrease of
at least 1% in the number of Shares purchasable upon the exercise of an
Option; provided, however, that any adjustments which by reason of this
Paragraph (e) are not required to be made shall be carried forward and
taken into account in any subsequent adjustment, but not later than
three years after the happening of the specified event or events. All
calculations shall be made to the nearest one thousandth of a Share.
Anything in these provisions to the contrary notwithstanding, the
Corporation shall be entitled, but shall not be required, to make such
changes in the number of Shares purchasable upon the exercise of an
Option, in addition to those required by this Paragraph 4, as it in its
discretion shall determine to be advisable in order that any dividend or
distribution in Shares of Stock, issuance of rights, warrants or options
to purchase Stock, or distribution of shares of stock other than Stock,
evidences of indebtedness of assets or cash (other than ordinary cash
dividends out of consolidated earnings or retained earnings) or
convertible or exchangeable securities hereafter made by the Corporation
to the holders of Stock shall not result in any tax to the holders of
Stock or securities convertible into Stock.
f) Whenever the number of Shares purchasable upon the exercise of an
Option is adjusted, as herein provided, the Exercise Price payable upon
exercise of the Option shall be adjusted by multiplying such Exercise
Price immediately prior to such adjustment by a fraction, of which the
numerator shall be the number of Shares purchasable upon the exercise of
the Option immediately prior to such adjustment, and of which the
denominator shall be the number of Shares so purchasable immediately
thereafter.
g) In the event that at any time, as a result of any adjustment made
pursuant to Paragraph (a) above, the Optionee shall become entitled to
purchase any shares of capital stock of the Corporation other than
Shares of Stock, thereafter the number of such other shares so
purchasable upon exercise of this Option and the Exercise Price of such
shares shall be subject to adjustment from time to time in a manner and
on terms as nearly equivalent as practicable to the provisions with
respect to the Shares contained in Paragraphs (a) through (f),
inclusive, above, and Paragraphs (h) through (k), inclusive, below, and
the provisions of this Plan with respect to Shares shall apply on like
terms to such other shares.
h) Upon the expiration of any rights, options, warrants or conversion or
exchange privileges, if any thereof shall not have been exercised, the
Exercise Price and the number of shares of Stock purchasable upon the
exercise of an Option shall, upon such expiration, be readjusted and
shall thereafter be such as it would have been had it been originally
adjusted (or had the original adjustment not been required, as the case
may be) as if (x) the only Shares of Stock so issued were the Shares of
Stock, if any, actually issued or sold upon the exercise of such rights,
options, warrants or conversion or exchange rights and (y) such Shares
of Stock, if any, were issued or sold for the consideration actually
received by the Corporation upon such exercise plus the aggregate
consideration, if any, actually received by the Corporation for the
issuance, sale or grant of all such rights, options, warrants or
conversion or exchange rights whether or not exercised; provided,
however, that no such readjustment shall have the effect of increasing
the Exercise Price by an amount in excess of the amount of adjustment
initially made in respect of the issuance, sale or grant of such rights,
options, warrants, or conversion or exchange rights.
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i) Whenever the number of Shares purchasable upon the exercise of an
Option or the Exercise Price of an Option is adjusted, as herein
provided, the Corporation shall promptly mail by first class mail,
postage prepaid, to the Optionee notice of such adjustment or
adjustments. The Corporation may retain a firm of independent public
accountants (who may be the regular accountants employed by the
Corporation) to make any computation required by these provisions and
shall cause such accountants to prepare a certificate setting forth the
number of Shares purchasable upon the exercise of the Option and the
Exercise Price of such Shares after such adjustment, setting forth a
brief statement of the facts requiring such adjustment and setting forth
the computation by which such adjustment was made. Such certificate
shall be conclusive of the correctness of such adjustment and the
Optionee shall have the right to inspect such certificate during
reasonable business hours.
j) Except as provided in these provisions, no adjustment in respect of
any dividends shall be made during the term of an Option or upon the
exercise of an Option.
k) In case of any consolidation of the Corporation with or merger of the
Corporation with or into another corporation or in case of any sale or
conveyance to another corporation of the property of the Corporation, as
an entirety or substantially as an entirety, the Corporation or such
successor or purchasing corporation (or an affiliate of such successor
or purchasing corporation), as the case may be, agrees that the Optionee
shall have the right thereafter upon payment of the Exercise Price in
effect immediately prior to such action to purchase upon exercise of an
Option the kind and amount of shares and other securities and property
(including cash) which the Optionee would have owned or have been
entitled to receive after the happening of such consolidation, merger,
sale or conveyance had the Option been exercised immediately prior to
such action. The provisions of this Paragraph (k) shall similarly apply
to successive consolidations, mergers, sales or conveyances.
5. EXERCISE OF OPTION
The Optionee or the Optionee's Representative may exercise an Option by
giving written notice to the Secretary of the Corporation. The notice shall
specify the election to exercise the Option, the number of Shares for which
it is being exercised and the form of payment. The notice shall be signed
by the person or persons exercising the Option. In the event that the
Option is being exercised by the representative of the Optionee, the notice
shall be accompanied by proof satisfactory to the Corporation of the
representative's right to exercise the Option. The Optionee or the
Optionee's Representative shall deliver to the Secretary of the
Corporation, at the time of giving the notice, payment in the form which
conforms to the applicable subparagraph of Paragraph 15 of this Plan for
the full amount of the Purchase Price.
The Corporation shall thereafter cause to be issued a certificate or
certificates for the Shares as to which an Option has been exercised,
registered in the name of the person exercising the Option (or in the names
of such person and his or her spouse as community property or as joint
tenants with right of survivorship).
6. WITHHOLDING TAXES
In the event that the Corporation determines that it is required to
withhold Federal, state or local tax as a result of the exercise of an
Option, the Optionee, as a condition to the exercise of the Option, shall
make arrangements satisfactory to the Corporation to enable it to satisfy
such withholding requirements. The Optionee shall also make arrangements
satisfactory to the Corporation to enable it to satisfy any withholding
requirements that may arise in connection with the disposition of Shares
purchased by exercising an Option.
7. RIGHTS AS A SHAREHOLDER
Neither the Optionee nor the Optionee's Representative shall have any
rights as a shareholder with respect to any shares subject to an Option
until the Option has been properly exercised and the Shares subject to the
Option have been issued in the name of the Optionee or the Optionee's
Representative.
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8. LEGALITY OF ISSUANCE
No Shares shall be issued upon the exercise of an Option unless and until
the Corporation has determined that:
a) It and the Optionee have taken all actions required to register the
Shares under the Securities Act or to perfect an exemption from the
registration requirements thereof;
b) Any applicable listing requirement of any stock exchange on which
stock is listed has been satisfied; and
c) Any other applicable provision of state or Federal law has been
satisfied.
9. RESTRICTIONS ON TRANSFER OF SHARES
Regardless of whether the offering and sale of Shares under the Plan have
been registered under the Securities Act or have been registered or
qualified under the securities laws of any state, the Corporation may
impose restrictions on the sale, pledge or other transfer of such Shares
(including the placement of appropriate legends on stock certificates) if,
in the judgment of the Corporation and its counsel, such restrictions are
necessary or desirable in order to achieve compliance with the provisions
of the Securities Act, the securities laws of any state or any other law.
In the event that the sale of shares under the Plan is not registered under
the Securities Act but an exemption is available which requires an
investment representation or other representation, the Optionee shall
represent and agree that the Shares to be acquired pursuant to the exercise
of an Option are being acquired for investment, and not with a view to the
sale or distribution thereof, and shall make such other representations as
are deemed necessary or appropriate by the Corporation and its counsel.
Stock certificates evidencing Shares acquired under an Agreement in an
unregistered transaction shall bear the following restrictive legend (and
such other restrictive legends as are required or deemed advisable under
the provisions of any applicable law):
"THE SALE OF THE SECURITIES REPRESENTED HEREBY HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 ("ACT"). ANY TRANSFER OF SUCH
SECURITIES WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT
IS IN EFFECT AS TO SUCH TRANSFER OR IN THE OPINION OF COUNSEL FOR THE
ISSUER SUCH REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO
COMPLY WITH THE ACT."
Any determination by the Corporation and its counsel in connection with any
of the matters set forth in this Paragraph 9 shall be conclusive and
binding on the Optionee and all other persons.
10. REGISTRATION OF SECURITIES
The Corporation may, but shall not be obligated to, register or qualify the
sale of Shares under the Securities Act or any other applicable law. The
Corporation shall not be obligated to take any affirmative action in order
to cause the sale of Shares under an Agreement to comply with any law.
11. REMOVAL OF LEGENDS
If, in the opinion of the Corporation and its counsel, any legend placed on
a stock certificate representing Shares sold under an Agreement is no
longer required, the holder of such certificate shall be entitled to
exchange such certificate for a certificate representing the same number of
Shares but lacking such legend.
12. NO TRANSFER OR ASSIGNMENT OF OPTION
Except as otherwise provided in Paragraph 3 (a) this Plan, an Option and
the rights and privileges conferred thereby shall not be transferred,
assigned, pledged or hypothecated in any way (whether by
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operation of law or otherwise) and shall not be subject to sale under
execution, attachment or similar process. Upon any attempt to transfer,
assign, pledge, hypothecate or otherwise dispose of an Option, or of any
right or privilege conferred hereby, contrary to the provisions hereof, or
upon any attempted sale under any execution, attachment or similar process
upon the rights and privileges conferred hereby shall immediately become
null and void.
13. NO EMPLOYMENT RIGHTS
Nothing in this Plan or Agreement shall be construed as giving the Optionee
the right to be retained as an Employee or as impairing the right of the
Corporation to terminate his or her service at any time, with or without
cause.
14. DESIGNATION OF OPTION
All Options shall be Nonstatutory Stock Options.
15. PAYMENT FOR STOCK
a) Payment in Cash
The entire Purchase Price may be paid in U.S. dollars.
b) Surrender of Stock
All or part of the Purchase Price may be paid by the surrender of Shares
in good form for transfer. Such Shares must have been owned by the
Optionee or the Optionee's Representative for six (6) months or more and
must have a value (as determined pursuant to Paragraph 4 (d)) on the
date of exercise of an Option which, together with any amount paid in a
form other than Shares, is equal to the Purchase Price.
16. SPECIALLY PERMITTED DISTRIBUTIONS AND ALTERNATIVE STOCK
It is understood and agreed that before any Stock is purchased pursuant to
an Option, that the number of outstanding Shares will be increased to 29
million Shares and that the business of Antec, including, effective as of
January 1, 1993, debt of $58.6 million, preferred stock $33.5 million and
arrearages of $15.2 million on such stock, will be distributed from the
Corporation (the "Distribution") either directly or by the distribution of
a stock which tracks the value of this business without any adjustments
whatsoever to an Option. In the case of any changes in the amount of debt
or preferred stock to be transferred, the Board shall make such
adjustments, if any, in the Options which shall be determined by the Board
to be appropriate. If the Distribution does not occur, the Board will (if
it does occur by the distribution of an Antec tracking stock, the Board
may) designate as the Stock subject to an Option, a tracking stock (using
the USX stocks as a model) of the Corporation or its Parent (in which event
such Parent shall be substituted for the Corporation and shall thereafter
be the Corporation in this Agreement) which will have terms, reasonably
satisfactory to the tax counsel for the Corporation, which cause such stock
to track the value of the common stock of the Corporationas if the
Distribution has occurred.
17. CHANGES AND INTERPRETATION
This Plan and an Agreement may be modified only in writing authorized by
the Board and by either the Optionee to whom the modification is being
applied or by holders of a majority of options to purchase Stock issued to
Employees by the Corporation. Notwithstanding the foregoing, the Board
shall have the authority to interpret and administer the provisions of this
Plan and an Agreement and such actions by the Board shall be final and
binding.
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IN WITNESS WHEREOF, the Corporation has caused this Plan to be executed on its
behalf by its officer duly authorized to act on behalf of the Corporation as of
this 1st day of January, 1993.
ANIXTER INC.
a Delaware Corporation
By:
Title:
8
