XXXXXXXX INDUSTRIES
NONQUALIFIED STOCK OPTION GRANT
1. IDENTIFICATION
This Nonqualified Stock Option Grant (this "Option Grant") is made by and
between Xxxxxxxx Industries, a California corporation ("Xxxxxxxx"), and SEI
Investments BV, a Dutch limited liability company ("SEI"), as of September 15,
1997.
2. GRANT OF OPTION
Subject to the terms and conditions of this Option Xxxxx, Xxxxxxxx hereby grants
to SEI an option (the "Option") to purchase 874,545 shares of Xxxxxxxx'x
authorized and unissued Common Stock. The number of shares covered by the
Option shall not exceed five percent (5%) of the issued and outstanding common
stock of Xxxxxxxx giving effect to the exercise of the Option. If the number of
shares covered by the Option at any time exceeds five percent (5%), the total
number of shares shall be reduced accordingly. The Option is a nonqualified
stock option.
3. TERM; EXERCISE
3.1. TERM
Subject to the terms and conditions of this Option Grant, the Option is
immediately exercisable. Unless previously exercised pursuant to this Article
3, the Option shall terminate at 5:00 p.m. Pacific time on, and shall not be
exercisable after September 15, 1999.
3.2 NOTICE OF EXERCISE
SEI shall exercise the Option by (i) notifying in writing the Secretary of
Xxxxxxxx of SEI's election to exercise the Option and stating the number of
shares to be purchased and (ii) paying in full the purchase price as provided in
Section 3.3.
3.3 PAYMENT OF PURCHASE PRICE
The purchase price for any shares of Common Stock with respect to which SEI
exercises this Option shall be $34.5685 per share and shall be paid in full
promptly after SEI gives notice of exercise as provided in Section 3.2. The
purchase price shall be paid in cash or by wire transfer in United States
Dollars to an account designated by Xxxxxxxx.
4. ISSUANCE OF SHARES
Promptly after Xxxxxxxx'x receipt of notification of exercise provided for in
Section 3.2 and SEI's payment in full of the purchase price, Xxxxxxxx shall
deliver, or cause to be delivered, to SEI a certificate for the whole number of
shares with respect to which the Option is being exercised by
SEI. Shares issued upon exercise of the Option shall be registered in the name
of SEI. If any law or regulation of the Securities and Exchange Commission or
of any other federal or state governmental body having jurisdiction shall
require Xxxxxxxx or SEI to take any action prior to the issuance to SEI of the
shares of Common Stock of Xxxxxxxx specified in the written notice of election
to exercise the Option, the date for the delivery of such shares shall be
postponed until the completion of such action.
5. ASSIGNMENT OR TRANSFER
This Option is not assignable or transferable.
6. NO RIGHTS AS SHAREHOLDER
SEI shall have no rights as a shareholder with respect to shares of the Common
Stock covered by this Option until the date of the issuance of a stock
certificate or stock certificates evidencing issuance of such shares upon SEI's
exercise of the Option. No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or distributions
or other rights for which the record date is prior to the date such stock
certificate or stock certificates are issued, except as provided in Article 7.
7. MODIFICATION AND TERMINATION
7.1 If the number of issued and outstanding shares of Common Stock changes as
a result of a stock split, reverse stock split, stock dividend recapitalization,
or any other change in the capital structure of Xxxxxxxx, the number of shares
subject to the Option and the price per share of the Option (but not the total
price thereof) shall be adjusted so that upon exercise of the Option, SEI will
receive the same number of shares it would have received had it been the holder
of all shares subject to its outstanding Option immediately before the effective
date of the change in the number of issued shares of Common Stock. The
adjustment shall not result in the issuance of fractional shares.
7.2. If Xxxxxxxx liquidates, merges, reorganizes, or consolidates with any
other corporation in which Xxxxxxxx is not the surviving corporation or Xxxxxxxx
becomes a wholly-owned subsidiary of another corporation, any part of the Option
that has not yet been exercised shall be deemed cancelled unless the surviving
corporation in any such merger, reorganization or consolidation elects to assume
the Option or to issue substitute options in place thereof. If the Option is to
be cancelled in accordance with the foregoing, SEI shall have the right,
exercisable during the thirty (30)-day period ending on the thirtieth (30th) day
prior to such liquidation, merger or consolidation, to exercise SEI's Option, in
whole or in part.
7.3. The grant of the Option shall not affect in any way the right or power
of Xxxxxxxx to make adjustments, reclassifications, reorganizations, or changes
in its capital structure, to merge, consolidate or dissolve; to change its
business structure; or to liquidate, sell or transfer all or any part of the
business or assets.
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8. COMPLIANCE WITH SECURITIES LAWS
SEI acknowledges that the shares to be delivered upon exercise of the Option
have not been registered under the Securities Act of 1933, as amended (the
"Act") nor does Xxxxxxxx have any obligation to so register such shares.
Therefore, such shares are what is known as "lettered" or "restricted"
securities under the Act, and as a consequence, the shares cannot be transferred
in any manner without full compliance with all provisions of the Act. At the
time this Option is exercised, Xxxxxxxx may require SEI to execute any documents
or take any action which may be then necessary to comply with the Act and the
rules and regulations adopted thereunder, or any other applicable federal or
state laws, including the request for, and enforcement of, letters of investment
intent and/or legal opinions from SEI's United States counsel that such transfer
complies with the Act, such requirements to be determined by Xxxxxxxx in its
judgment as necessary to assure compliance with such laws. Xxxxxxxx shall not
be obligated to issue any shares upon the exercise of this Option unless the
issuance, in the judgment of Xxxxxxxx'x Board of Directors, is in full
compliance with all applicable laws, governmental rules and regulations, any
undertaking of Xxxxxxxx made under the Act, any state securities laws, and stock
exchange agreements of Xxxxxxxx.
9. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of
the State of California.
10. INTEGRATION
This Option Grant constitutes the entire agreement between the parties
pertaining to the subject matter hereof and supersedes all prior agreements and
understandings of the parties in connection therewith, except for that certain
Registration Rights Agreement dated as of September 15, 1994 by and between
Xxxxxxxx and Sonepar Electronique International ("Sonepar") which is being
transferred from Sonepar to SEI concurrently with the execution of this Option
Grant.
11. AMENDMENTS; WAIVERS
This Option Grant may be amended only by agreement in writing of the parties
hereto. No waiver of any provision nor consent to any exception to the terms of
this Stock Option shall be effective unless in writing and signed by the party
to be bound and then only to the specific purpose, extent and instance so
provided.
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IN WITNESS WHEREOF, this Nonqualified Stock Option Grant is executed by the
parties on the date below.
Executed on September 15, 1997
Xxxxxxxx Industries SEI Investments BV
By: /s/ XXXXX XXXX By: /s/ XXXX XXXXXXXXXX
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Xxxxx Xxxx Xxxx Xxxxxxxxxx
Chief Financial Officer Director
