WESTERN MICRO TECHNOLOGY, INC.
NONSTATUTORY STOCK OPTION AGREEMENT
FOR OUTSIDE DIRECTORS
Western Micro Technology, Inc., a California corporation (the
"Company"), hereby grants an option to purchase 5,000 Shares of its common stock
to the optionee named below. The terms and conditions of this option are set
forth in this Nonstatutory Stock Option Agreement for Outside Directors (the
"Agreement"). Any rights optionee may have are subject to the terms of this
Agreement.
Date of Option Grant: January 18, 1996
Name of Optionee: Xxxxxxx X. Xxxxxxx
Exercise Price per Share (100% of fair market value): $5.00
* * * * *
WESTERN MICRO TECHNOLOGY, INC.
_______________________________________
Signature
_______________________________________
Date
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WESTERN MICRO TECHNOLOGY, INC.
NONSTATUTORY STOCK OPTION AGREEMENT
FOR OUTSIDE DIRECTORS
Nonstatutory Stock
Option This option is not intended to be an incentive stock
option under section 422 of the Internal Revenue Code
and will be interpreted accordingly.
Vesting/Exercisability Your right to exercise 2,500 Shares of this option
vests immediately and the remaining 2,500 Shares vest
at a rate of fifty percent (50%) upon each one-year
anniversary of the Date of Option Grant. In addition,
your right to exercise this option shall vest in full
if (1) your service as an Outside Director of the
Company terminates because of death or Total and
Permanent Disability or (2) there is a Change in
Control of the Company (as defined in the Company's
1994 Stock Option Plan as amended and restated).
However, no Shares will vest after your service as an
Outside Director of the Company has terminated for
any reason.
Term Your option will expire at Company headquarters on
the 10th anniversary of the Date of Option Grant, as
shown on the cover sheet. (It will expire earlier if
your service as an Outside Director of the Company
terminates, as described below.)
Termination If your service as an Outside Director of the Company
terminates for any reason except death, Total and
Permanent Disability or voluntary retirement from the
Board of Directors after age 60 (as described below),
then your option will expire at the close of business
at Company headquarters on the 90th day after your
service as an Outside Director terminates.
Death If you die while an Outside Director of the Company,
then your option will expire at the close of business
at Company headquarters on the date twelve (12)
months after the date of death. During that twelve
(12) month period, your estate or heirs may exercise
your entire option.
Total and Permanent If your service as an Outside Director of the Company
Disability terminates because of your Total and Permanent
Disability, then your option will expire at the close
of business at Company headquarters on the date
twelve (12) months after your service as an Outside
Director of the Company terminates.
"Total and Permanent Disability" means that you are
unable to engage in any substantial gainful activity
by reason of any medically determinable physical or
mental impairment which can be expected to result in
death or which has lasted, or can be expected to
last, for a continuous period of not less than twelve
(12) months.
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Voluntary Retirement If your service as an Outside Director of the Company
terminates due to your voluntary retirement from the
Board of Directors at or after age 60, then your
option will expire at the close of business at
Company headquarters on the date twelve (12) months
after your service as an Outside Director of the
Company terminates.
Restrictions on The Company will not permit you to exercise this
Exercise option if the issuance of Shares at that time would
violate any law or regulation.
Notice of Exercise When you wish to exercise this option, you must
notify the Company by filing the Company's "Notice of
Exercise" form at the address given on the form. Your
notice must specify how many Shares you wish to
purchase. Your notice must also specify how your
Shares should be registered (whether in your name
only, or in your and your spouse's names as community
property or as joint tenants with right of
survivorship). The notice will be effective when it
is received by the Company.
If someone else wants to exercise this option after
your death, that person must prove to the Company's
satisfaction that he or she is entitled to do so.
Form of Payment When you submit your Notice of Exercise, you must
include payment of the option price for the Shares
you are purchasing. Payment may be made in one (or a
combination) of the following forms:
o Your personal check, a cashier's check or a money
order.
o Shares which have already been owned by you for more
than six (6) months and which are surrendered to the
Company. The value of the Shares, determined as of
the effective date of the option exercise, will be
applied to the option price.
o By delivery of an irrevocable direction to a
securities broker to sell Shares and to deliver all
or part of the sale proceeds to the Company in
payment of the aggregate Exercise Price.
Restrictions on Resale You may not sell any Shares received upon the
exercise of this option at a time when applicable
laws, regulations or when Company or underwriter
trading policies prohibit a sale.
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Transfer of Option Prior to your death, you may only exercise this
option. You cannot transfer or assign this option.
For instance, you may not sell this option or use it
as security for a loan. If you attempt to do any of
these things, this option will immediately become
invalid. You may, however, dispose of this option in
your will.
Regardless of any marital property settlement
agreement, the Company is not obligated to honor a
Notice of Exercise from your spouse, nor is the
Company obligated to recognize your spouse's interest
in your option in any other way.
Shares Shares means the common stock, no par value, of the
Company.
Shareholder Rights You, your estate and/or your heirs, have no rights as
a shareholder of the Company until a certificate for
your Shares has been issued. No adjustments are made
for dividends or other rights if the applicable
record date occurs before your stock certificate is
issued, except as described in this Agreement.
Adjustments In the event of a stock split, a stock dividend or a
similar change in the Company stock, the number of
Shares covered by this option and the exercise price
per share may be adjusted. Your option shall be
subject to the terms of the agreement of merger,
liquidation or reorganization in the event the
Company is subject to such corporate activity. Any
fractional number of Shares available under the
option shall be rounded to the nearest whole number.
Applicable Law This option will be interpreted and enforced under
the laws of the State of California.
Other Agreements This Agreement constitutes the entire understanding
between you and the Company regarding this option.
Any prior agreements, commitments or negotiations
concerning this option are superseded.
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NOTICE OF EXERCISE OF STOCK OPTION
Western Micro Technology, Inc.
000 X. Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attn: Chief Financial Officer
Re: Exercise of Stock Option to Purchase Shares of
Company Common Stock
Ladies and Gentlemen:
Pursuant to the Nonstatutory Stock Option Agreement for Outside
Directors dated January 18, 1996 (the "Option Agreement"), between Western Micro
Technology, Inc., a California corporation (the "Company"), and the undersigned,
I hereby elect to purchase _________ shares of the common stock of the Company
(the "Shares"), at the price of $5.00 per Share. My check in the amount of
$_________ is enclosed. The Shares are to be issued in _________ certificate(s)
and registered in the name(s) of:
__________________________
(Print Name)
__________________________
(Print Name, if any)
The undersigned understands that there may be tax consequences as a
result of the purchase or disposition of the Shares. The undersigned represents
that he or she has consulted with any tax consultants he or she deems advisable
in connection with the purchase or disposition of the Shares and the undersigned
is not relying on the Company for any tax advice.
The undersigned acknowledges that he or she has received, read and
understood the Option Agreement and agrees to abide by and be bound by its terms
and conditions. The undersigned represents that the Shares are being acquired
solely for his or her own account and not as a nominee for any other party, or
for investment, and that the undersigned purchaser will not offer, sell or
otherwise dispose of any such Shares except under circumstances that will not
result in a violation of the Securities Act of 1933, as amended, or any state
securities laws.
Dated: _____________________
___________________________________________
(Signature)
___________________________________________
(Please Print Name)
Social Security No. _______________________
___________________________________________
___________________________________________
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