WYLE ELECTRONICS
NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT is dated as of the __ day of __________
19__, 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 share-
holders of the Corporation have approved the Wyle Electronics
1995 Stock Incentive Plan (the "Plan").
WHEREAS, pursuant to Article 2 of the Plan, the
Committee has granted an option to the Employee upon the terms
and conditions evidenced hereby, as required by the Plan, which
option is not intended as and shall not be deemed to be an
incentive stock option within the meaning of Section 422 of the
Code.
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. Option Grant. This Agreement evidences the grant
to the Employee, as of _______________, 19__ (the "Award Date"),
of a nonqualified stock option (the "Option") to purchase an
aggregate of _________ shares of Common Stock under Article 2 of
the Plan, subject to adjustment as provided in or pursuant to the
Plan.
3. Exercise Price. The Option entitles the Employee
to purchase on the terms and conditions set forth herein all or
any part of the Option shares at a price per share of $_________,
which represents the Fair Market Value of a share of Common Stock
on the Award Date.
4. Vesting. Except as provided in the Plan or in any
resolution of the Committee adopted after the date hereof, no
portion of the Option may be exercised until six months after the
Award Date. [ALTERNATIVE: After such date, the Option may be
exercised from time to time up to the total number of shares
subject to the Option.] [ALTERNATIVE: After such date, the
Option may be exercised in installments as to 20% of the
aggregate number of shares set forth in Section 2 hereof (subject
to adjustment) on or after the first anniversary of the Award
Date and as to an additional 20% of the aggregate number of such
shares (subject to adjustment) on or after each of the second,
third, fourth and fifth anniversaries of the Award Date.] If the
Employee does not, in any given year, purchase all of the shares
which he or she is entitled to purchase, the Employee's right to
purchase any shares not so purchased shall continue until
expiration or termination of the Option. Fractional share
interests shall be disregarded, but may be cumulated.
5. Option Term. The Option shall terminate on
_________________ (the day after the tenth anniversary of the
Award Date) (the "Expiration Date") unless earlier terminated in
accordance with the Plan.
6. Termination of Employment. The Option and all
other rights hereunder, to the extent not exercised prior to the
date the Employee ceases to be employed by the Corporation or any
Subsidiary, shall terminate on such date; provided, however, that
the Employee may, to the extent the Option shall have become
exercisable prior to such time as the Employee ceased to be
employed by the Corporation or any Subsidiary, exercise the
Option at any time within (i) up to three months after
termination of employment by reason of retirement under the
provisions of any retirement plan of the Corporation then in
effect, unless such period is extended by the Committee pursuant
to Section 6.3 of the Plan; or (ii) up to 12 months after the
Employee's death or Total Disability, if the Employee dies or
becomes Totally Disabled while in the employ of the Corporation.
The Committee shall have the authority to provide (at the time of
termination) in the event of any cessation of employment,
voluntary or involuntary and with or without cause, that the
exercise of the Option may be permitted up to any later date (but
not beyond the Expiration Date) to the extent the Option is
exercisable on the date of cessation of employment. A leave of
absence approved in writing by the Committee shall not be deemed
a termination of employment for purposes of this section, but no
Option may be exercised during any such leave of absence, except
during the first three months thereof. Unless sooner terminated
pursuant to the Plan or extended by the Committee pursuant to
Section 6.3 of the Plan, the Option shall expire at the end of
the applicable period specified in clauses (i) or (ii) above, to
the extent not exercised within that period. In no event may the
Option be exercised by any person after the Expiration Date.
7. Method of Exercise. The Option shall be exercised
by the Employee's delivery to the Corporation of a written notice
stating the number of shares to be purchased pursuant to the
Option and accompanied by payment made in accordance with and in
the forms described in Section 2.2 of the Plan for the full
purchase price of the shares to be purchased, subject to such
limitations and rules or procedures as the Committee may from
time to time establish as to non-cash payment and to the tax
withholding requirements of Section 6.5 of the Plan. To the
extent the Committee has not established rules and procedures
with respect to non-cash payments for shares, the Employee may
only deliver shares of Common Stock or pay with notes pursuant
to Section 2.2 of the Plan, with the prior approval of the
Committee.
8. Non-Transferability of Option. The Option and any
other rights of the Employee under this Agreement and the Plan
are nontransferable as provided in Section 1.8 of the Plan.
9. Adjustments upon Specified Changes. As set forth
in Section 6.2 of the Plan, upon the occurrence of certain
events relating to the Corporation's stock, including, without
limitation, mergers, reorganizations and recapitalizations, the
Committee has the discretion to make adjustments in the number
and kind of shares that may be issuable under, or in the
consideration payable with respect to, the Option.
10. 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, to the
attention of the Corporate 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.
11. Tax Withholding. The provisions of Section 6.5 of
the Plan shall govern any withholding of taxes that the Company
employing the Employee is required to make with respect to the
exercise of the Option.
12. 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 Option as the Committee shall deem
advisable, including, without limitation, those adjustments
described in Section 6.6(d) of the Plan.
13. General Terms. The Option 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 Option,
including but not limited to Articles I, II, 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 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
Nonqualified Stock Option Agreement by Wyle Electronics, I,
____________________________, the spouse of the Employee herein
named, do hereby join with my spouse in executing the foregoing
Nonqualified Stock Option 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
