Exhibit 10.4(c)
AVNET, INC. 1996 INCENTIVE STOCK OPTION PLAN
OPTION AGREEMENT
AGREEMENT made and entered into as of the ______________ (the "Date of
Grant"), by and between AVNET, INC. ("Avnet") and _______ _______ (the
"Optionee").
W I T N E S S E T H :
WHEREAS, Avnet has adopted the Avnet, Inc. 1996 Incentive Stock Option
Plan (the "Plan") pursuant to which Options may be granted to certain Eligible
Employees; and
WHEREAS, the Optionee is a full-time employee of Avnet, or one of its
subsidiaries, or under consideration for employment by Avnet or employed by a
business being acquired by Avnet; and
WHEREAS, the Committee has determined that the granting of such Option to
the Optionee will effectuate the purposes of the Plan and has approved the terms
of this Option Agreement;
NOW, THEREFORE, in consideration of the promises and of the mutual
covenants hereinafter contained, it is agreed by and between Avnet and the
Optionee as follows:
1. All terms used herein which are defined in Article II of the Plan shall
have the respective meanings assigned to them therein unless the context
otherwise indicates, except that "Optionee" shall mean only the above-named
party to this Option Agreement and "Successor Optionee" shall mean any person
who, under the provisions of paragraph 4 or 5 hereof, shall have acquired the
right to exercise the Option evidenced hereby by will or the laws of descent and
distribution.
2. Subject to the terms and conditions set forth herein, the Optionee or
any Successor Optionee shall be entitled to purchase from Avnet an aggregate of
______ shares of Stock, par value $1.00 per share, at a price of _____ per
share, such purchase price being at least the Fair Market Value on the date on
which the Option evidenced hereby was granted by the Committee.
3. Subject to the provisions of paragraph 6 hereof, the Option evidenced
hereby shall be exercisable as follows:
(a) for one year after the Date of Grant, such Option shall not be
exercisable with respect to any of the shares of Stock subject thereto;
(b) upon the first anniversary of the Date of Grant, such option
shall become exercisable with respect to 25% of the total number of shares of
Stock subject thereto; and
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(c) upon each succeeding anniversary of the Date of Grant, such
Option shall become exercisable with respect to an additional 25% of the total
number of shares of Stock subject thereto, cumulatively.
To the extent that the Option evidenced hereby shall have become exercisable,
such Option may thereafter be exercised by the Optionee or any Successor
Optionee in whole at any time or in part from time to time prior to the
surrender, expiration or termination of such Option or the cessation of
exercisability thereof pursuant to paragraph 6 hereof; provided that each such
exercise shall be for 100 shares of Stock or any multiple thereof or for the
whole number of shares of Stock then purchasable under such Option. The Option
evidenced hereby shall expire and cease to be exercisable after the day prior to
the Tenth anniversary of the Date of Grant.
4. The Option evidenced hereby shall not be assignable or transferable by
the Optionee or any Successor Optionee except in the event of the death of the
Optionee or such Successor Optionee, nor shall such Option be exercisable during
the respective lifetimes of the Optionee or any Successor Optionee except by the
Optionee or such Successor Optionee. In the event of the death of the Optionee
while in the employ of the Company, the Option evidenced hereby shall remain
exercisable (unless such Option shall sooner be surrendered or expire) within
one year of the date of death of the Optionee, but in no event later than the
day prior to the tenth anniversary of the date of granting hereof, and only (a)
by the person or persons to whom the right to exercise such Option shall have
passed by will or the laws of descent and distribution, and (b) if and to the
extent that such Option shall have been exercisable by the Optionee at the date
of his death. At the end of the aforesaid period, such Option (unless it shall
sooner have been surrendered or have expired) shall terminate and cease to be
exercisable.
5. In the event that the Optionee shall cease to be employed by the
Company for any reason other than death, disability, retirement or other reason
determined by the Committee in its sole discretion, the Option evidenced hereby
shall forthwith upon such cessation of employment terminate and cease to be
exercisable. In the event that the Optionee shall cease to be employed by the
Company due to disability, retirement or other reason determined by the
Committee in its sole discretion, the Option evidenced hereby shall remain
exercisable for a period not exceeding three months after the date of such
cessation of employment, but in no event later than the day prior to the tenth
anniversary of the date of granting hereof, and only (a) by the Optionee or by
the person or persons to whom the right to exercise such Option shall have
passed by will or the laws of descent and distribution, and (b) if and to the
extent that such Option was exercisable by the Optionee at such cessation of
employment. At the end of the aforesaid period, such Option (unless it shall
sooner
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have been surrendered or have expired) shall terminate and cease to be
exercisable. The Plan shall not confer upon the Optionee any right with respect
to continuance of employment of the Company, nor shall it interfere in any way
with his or her right, or the Company's right, to terminate his or her
employment at any time.
6. The Committee may, in the event of a public solicitation, by any
person, firm or corporation other than Avnet, of tenders of 50% or more of the
then outstanding Stock (known conventionally as a "tender offer"), accelerate
exercisability of the Option evidenced hereby if the Optionee is then employed
with the Company, so that the Option evidenced hereby shall become immediately
exercisable in full subject to the effect of Section 422A(d) of the Code (which
prohibits treatment of Options as incentive stock options to the extent options
are first exercisable in any year in excess of $100,000 of fair market value at
the time of grant); provided that any such accelerated exercisability shall
continue in effect only until expiration, termination or withdrawal of such
"tender offer", whereupon the Option evidenced hereby shall be (and shall
continue thereafter to be) exercisable only to the extent that it would have
been exercisable if no such acceleration of exercisability had been authorized.
7. (a) To the extent that the Option evidenced hereby shall have become
and shall be exercisable as hereinabove provided, such Option may be exercised
at any time and from time to time by the Optionee or any Successor Optionee by
written notice to Avnet stating the number of shares with respect to which such
Option is being exercised, accompanied by payment (i) by check, certified if so
required by Avnet in the amount of the aggregate exercise price of the portion
of the Option being exercised, or (ii) by delivery of certificates representing
shares of Common Stock (duly endorsed or accompanied by appropriate stock
powers, in either case with signature guaranteed if so required by Avnet) having
a Fair Market Value, at the date of receipt by Avnet of such certificates and
the notice mentioned above, equal to or in excess of such aggregate exercise
price, or (iii) by a combination of check and delivery of certificates for Stock
equal in total sum to such aggregate exercise price.
(b) As soon as practicable after receipt of notice as provided in
subparagraph (a) above, Avnet shall, without requiring payment of any transfer
or issue tax by the Optionee, or any Successor Optionee, deliver to the Option
or such Successor Optionee, at the principal office of Avnet (or such other
place as Avnet may designate), a certificate or certificates representing the
shares of Stock acquired upon such exercise; provided, however, that the date
for any such delivery may be postponed by Avnet for such period as it may
require, in the exercise of reasonable diligence (i) to register the shares of
Stock so purchased (together with any part or all of the balance of the
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shares of Stock and/or any other securities of Avnet which may be deliverable
pursuant to the exercise of Options) under the Securities Act of 1933, as
amended, and/or to obtain the opinions of counsel referred to in clauses (b) and
(e) of paragraph 9 below and (ii) to comply with the applicable listing
requirements of any national securities exchange or with any other requirements
of law. If the Optionee or such Successor Optionee shall fail to accept delivery
of all or any part of the shares of Stock with respect to which such Option is
being exercised, upon tender thereof, the right of the Optionee or such
Successor Optionee to exercise such Option with respect to such unaccepted
shares may, in the discretion of the Committee, be terminated.
8. Neither the Optionee nor any Successor Optionee shall acquire or have
any rights as a shareholder of Avnet by virtue of the Option evidenced hereby
until the certificates representing shares of Stock issued pursuant to the
exercise of such Option are delivered to the Optionee or such Successor
Optionee, but the rights as a shareholder of the Optionee or such Successor
Optionee after certificates representing shares of Stock are so delivered shall
be deemed to be the rights of a shareholder of record as of the date of receipt
by Avnet of notice of the exercise of the Option evidenced hereby and of the
full consideration for the shares of Stock purchased pursuant to such exercise
as herein above provided.
9. While it is Avnet's present intention to register the shares of its
Common Stock which may be issued pursuant to the exercise of Options granted
under the Plan, nevertheless, any provisions in this Option Agreement to the
contrary notwithstanding, Avnet shall not be obligated to sell or deliver any
shares of Stock pursuant to the exercise of the Option evidenced hereby unless:
(a)(i) such shares have, at the time of such exercise, been
registered under the Securities Act of 1933, as amended, (ii) no stop order
suspending the effectiveness of such registration statement has been issued, and
no proceedings therefor have been instituted or threatened, under said Act, and
(iii) there is available at the time of such exercise a prospectus meeting the
requirements of Section 10(a) of said Act; or,
(b) Avnet shall have received from its counsel an opinion that
registration of such shares under said Act is not required; and,
(c) such shares are at the time of such exercise, or upon official
notice of issuance will be, listed on each national securities exchange on which
the Stock is then listed; and
(d) the prior approval of such sale has been obtained from any State
regulatory body having jurisdiction (but nothing herein contained shall be
deemed to require Avnet to register or qualify as a foreign corporation in any
State nor, except as to any matter or transaction relating to the sale or
delivery of such shares, to consent to service of process in any State); and
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(e) Avnet shall have received any opinion which it has reasonably
requested from its counsel with respect to compliance with the matters set forth
in clauses (a), (b), (c) and (d) above.
10. (a) In the event that the Stock shall be split up, divided or
otherwise reclassified into or exchanged for a greater or lesser number of
shares of Stock or into shares of Stock and/or any other securities by reason of
recapitalization, reclassification, stock dividends, stock split or reverse
split, merger, combination of shares, spin-off, spin-out or other distribution
of assets to Shareholders or other reorganization, the term "Stock," as used
herein, shall thereafter mean the number and kind of shares or other securities
into which the Stock shall have been so split up, divided or otherwise
reclassified or exchanged; and the remaining number of shares of Stock which may
in the aggregate thereafter be sold pursuant to the exercise of Options
evidenced hereby shall be correspondingly adjusted.
(b) Upon the occurrence of any event provided for in subparagraph
(a) above, the purchase price per share of Stock upon the exercise of the Option
evidenced hereby shall be appropriately and correspondingly adjusted; provided,
however, that no adjustment in the number or kind of securities subject to such
Option as provided in the preceding paragraph, and no adjustment in the purchase
price per share of Stock upon the exercise of such Option, shall be made in such
manner as to constitute a "modification" of such Option as defined in Section
424(h) of the Code, as such Section 424(h) is in effect at the date of such
adjustment.
11. In the event that, upon any adjustment made in accordance with
paragraph 10 above, the remaining number of shares of Stock which may thereafter
be sold pursuant to the exercise of the Option evidenced hereby shall include a
fractional share of Stock, such fractional share of Stock shall be disregarded
for all purposes hereof and the Optionee or any Successor Optionee shall become
entitled neither to purchase the same or to receive cash or scrip in payment
therefor or in lieu thereof.
12. Each certificate representing shares of Stock issued pursuant to the
exercise of the Option evidenced hereby shall, unless the shares of Stock
represented by any such certificate are, at the time of delivery thereof to the
Optionee or any Successor Optionee, registered under the Securities Act of 1933,
as amended, bear a legend to the effect that such shares may only be transferred
in such manner and under such conditions as do not involve a violation of said
Act. By the acceptance hereof, the Optionee, on behalf of himself and every
Successor Optionee and every other person who may succeed to his interest in the
shares of Stock subjected to the Option evidenced hereby, consents to the
stamping or imprinting of such legend on each certificate representing the same
and to any and all stop-transfer instructions given by Avnet to its transfer
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agents to effect the purposes of such legend with respect to such shares and any
other shares of Stock owned by Optionee, any such Successor Optionee or any such
other successor in interest.
13. Any question of interpretation or application of the terms of this
Option Agreement shall be determined by the Committee, and such determination
shall be final and binding upon the Optionee and all Successor Optionees.
14. This Option Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective successors and assigns, including
all Successor Optionees, and no other person shall have any right or obligation
hereunder.
15. A copy of the Plan has heretofore been delivered to the Optionee, and
a copy of each and every amendment thereto shall be delivered to the Optionee or
any Successor Optionee as soon as practicable after adoption thereof.
IN WITNESS WHEREOF, the parties hereto have executed this Option Agreement
as of the date and year first above written.
AVNET, INC.
By
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Xxxxxxx Xxxxxxxx - Sr. Vice President
and Chief Financial Officer
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Optionee -
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