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EXHIBIT 4
Nu Horizons Electronics Corp.
2000 Stock Option Plan
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SECTION 1. GENERAL PROVISIONS
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1.1. Name and General Purpose
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The name of this plan is the Nu Horizons Electronics Corp. 2000 Stock
Option Plan (hereinafter called the "Plan"). The Plan is intended to be a
broadly-based incentive plan which enables Nu Horizons Electronics Corp. (the
"Company") and its subsidiaries and affiliates to foster and promote the
interests of the Company by attracting and retaining employees of, and
consultants to, the Company who contribute to the Company's success by their
ability, ingenuity and industry, to enable such employees and consultants to
participate in the long-term success and growth of the Company by giving them a
proprietary interest in the Company and to provide incentive compensation
opportunities competitive with those of competing corporations.
1.2 Definitions
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a. "Affiliate" means any person or entity controlled by or under
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common control with the Company, by virtue of the ownership of
voting securities, by contract or otherwise.
b. "Board" means the Board of Directors of the Company.
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c. "Change in Control" means a change of control of the Company, or
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in any person directly or indirectly controlling the Company,
which shall mean:
(a) a change in control as such term is presently defined in
Regulation 240.12b-(2) under the Securities Exchange Act of
1934, as amended (the "Exchange Act"); or
(b) if any "person" (as such term is used in Section 13(d) and
14(d) of the Exchange Act) other than the Company or any
"person" who on the date of this Agreement is a director or
officer of the Company, becomes the "beneficial owner" (as
defined in Rule 13(d)-3 under the Exchange Act) directly or
indirectly, of securities of the Company representing
twenty percent (20%) or more of the voting power of the
Company's then outstanding securities; or
(c) if during any period of two (2) consecutive years during
the term of this Plan, individuals who at the beginning of
such period constitute the Board of Directors, cease for
any reason to constitute at least a majority thereof.
d. "Committee" means the Committee referred to in Section 1.3 of the
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Plan.
e. "Common Stock" means shares of the Common Stock, par value $.0066
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per share, of the Company.
f. "Company" means Nu Horizons Electronics Corp., a corporation
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organized under the laws of the State of Delaware (or any
successor corporation).
g. "Fair Market Value" means the closing market price of the Common
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Stock on the Nasdaq Stock Market on the trading day prior to the
date of the grant or on any other date on which the Common Stock
is to be valued hereunder. If no sale shall have been reported on
the Nasdaq Stock Market consolidated reporting system on such
date, Fair Market Value shall be determined by the Committee.
h. "Option" means any option to purchase Common Stock under Section
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2 of the Plan.
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i. "Option Agreement" means the option agreement described in
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Section 2.4 of the Plan.
j. "Participant" means any employee or consultant of the Company, a
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Subsidiary or an Affiliate who is selected by the Committee to
participate in the Plan.
k. "Subsidiary" means any corporation in which the Company possesses
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directly or indirectly 50% or more of the combined voting power
of all classes of stock of such corporation.
l. "Total Disability" means accidental bodily injury or sickness
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which wholly and continuously disabled an optionee. The
Committee, whose decisions shall be final, shall make a
determination of Total Disability.
1.3 Administration of the Plan
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The Plan shall be administered by the Board or by the Committee
appointed by the Board consisting of two or more members of the Board. The
Committee shall serve at the pleasure of the Board and shall have such powers as
the Board may, from time to time, confer upon it.
Subject to this Section 1.3, the Committee shall have sole and complete
authority to adopt, alter, amend or revoke such administrative rules, guidelines
and practices governing the operation of the Plan as it shall, from time to
time, deem advisable, and to interpret the terms and provisions of the Plan.
The Committee shall keep minutes of its meetings and of action taken by
it without a meeting. A majority of the Committee shall constitute a quorum,
and the acts of a majority of the members present at any meeting at which a
quorum is present, or acts approved in writing by all of the members of the
Committee without a meeting, shall constitute the acts of the Committee.
1.4 Eligibility
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Stock Options may be granted only to employees of, or consultants to,
the Company or a Subsidiary or Affiliate. Executive officers and directors shall
not be eligible to participate in the Plan. Subject to Section 1.5, any person
who has been granted any Option may, if he is otherwise eligible, be granted an
additional Option or Options.
1.5 Shares
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The aggregate number of shares reserved for issuance pursuant to the
Plan shall be 200,000/1/ shares of Common Stock, or the number and kind of
shares of stock or other securities which shall be substituted for such shares
or to which such shares shall be adjusted as provided in Section 1.6.
Such number of shares may be set aside out of the authorized but
unissued shares of Common Stock or out of issued shares of Common Stock acquired
for and held in the Treasury of the Company, not reserved for any other purpose.
Shares subject to, but not sold or issued under, any Option terminating or
expiring for any reason prior to its exercise in full will again be available
for Options thereafter granted during the balance of the term of the Plan.
1.6 Adjustments Due to Stock Splits, Mergers, Consolidation, Etc.
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If, at any time, the Company shall take any action, whether by stock
dividend, stock split, combination of shares or otherwise, which results in a
proportionate increase or decrease in the number of shares of Common Stock
theretofore issued and outstanding, the number of shares which are reserved for
issuance under the Plan and the number of shares which, at such time, are
subject to Options shall, to the extent deemed appropriate by the Committee, be
increased or decreased in the same proportion, provided, however, that the
Company shall not be obligated to issue fractional shares.
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/1/ Currently 300,000 shares after giving effect to the Company's 3-for-2 stock
split on October 23, 2000.
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Likewise, in the event of any change in the outstanding shares of
Common Stock by reason of any recapitalization, merger, consolidation,
reorganization, combination or exchange of shares or other corporate change, the
Committee shall make such substitution or adjustments, if any, as it deems to be
appropriate, as to the number or kind of shares of Common Stock or other
securities which are reserved for issuance under the Plan and the number of
shares or other securities which, at such time are subject to Options.
In the event of a Change in Control, at the option of the Board or
Committee, (a) all Options outstanding on the date of such Change in Control
shall become immediately and fully exercisable, and (b) an optionee will be
permitted to surrender for cancellation within sixty (60) days after such Change
in Control any Option or portion of an Option which was granted more than six
(6) months prior to the date of such surrender, to the extent not yet exercised,
and to receive a cash payment in an amount equal to the excess, if any, of the
Fair Market Value (on the date of surrender) of the shares of Common Stock
subject to the Option or portion thereof surrendered, over the aggregate
purchase price for such Shares under the Option.
1.7 Non-Alienation of Benefits
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Except as herein specifically provided, no right or unpaid benefit
under the Plan shall be subject to alienation, assignment, pledge or charge and
any attempt to alienate, assign, pledge or charge the same shall be void. If any
Participant or other person entitled to benefits hereunder should attempt to
alienate, assign, pledge or charge any benefit hereunder, then such benefit
shall, in the discretion of the Committee, cease.
1.8 Withholding or Deduction for Taxes
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If, at any time, the Company or any Subsidiary or Affiliate is
required, under applicable laws and regulations, to withhold, or to make any
deduction for any taxes, or take any other action in connection with any Option
exercise, the Participant shall be required to pay to the Company or such
Subsidiary or Affiliate, the amount of any taxes required to be withheld, or, in
lieu thereof, at the option of the Company, the Company or such Subsidiary or
Affiliate may accept a sufficient number of shares of Common Stock to cover the
amount required to be withheld.
1.9 Administrative Expenses
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The entire expense of administering the Plan shall be borne by the
Company.
1.10 General Conditions
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a. The Board or the Committee may, from time to time, amend, suspend
or terminate any or all of the provisions of the Plan, provided
that, without the Participant's approval, no change may be made
which would alter or impair any right theretofore granted to any
Participant.
b. With the consent of the Participant affected thereby, the
Committee may amend or modify any outstanding Option in any
manner not inconsistent with the terms of the Plan, including,
without limitation, and irrespective of the provisions of Section
2.3(c) below, to accelerate the date or dates as of which an
installment of an Option becomes exercisable; provided, that the
Committee shall not have the right to reprice any outstanding
Options without the affirmative vote of a majority of the
stockholders of the Company voting on the repricing proposal.
c. Nothing contained in the Plan shall prohibit the Company or any
Subsidiary or Affiliate from establishing other additional
incentive compensation arrangements for employees of the Company
or such Subsidiary or Affiliate.
d. Nothing in the Plan shall be deemed to limit, in any way, the
right of the Company or any Subsidiary or Affiliate to terminate
a Participant's employment with the Company (or such Subsidiary
or Affiliate) at any time.
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e. Any decision or action taken by the Board or the Committee
arising out of or in connection with the construction,
administration, interpretation and effect of the Plan shall be
conclusive and binding upon all Participants and any person
claiming under or through any Participant.
f. No member of the Board or of the Committee shall be liable for
any act or action, whether of commission or omission, (i) by such
member except in circumstances involving actual bad faith, nor
(ii) by any other member or by any officer, agent or employee.
1.11 Compliance with Applicable Law
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Notwithstanding any other provision of the Plan, the Company shall not
be obligated to issue any shares of Common Stock, or grant any Option with
respect thereto, unless it is advised by counsel of its selection that it may do
so without violation of the applicable Federal and State laws pertaining to the
issuance of securities and the Company may require any stock certificate so
issued to bear a legend, may give its transfer agent instructions limiting the
transfer thereof, and may take such other steps, as in its judgment are
reasonably required to prevent any such violation.
1.12 Effective Dates
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The Plan was adopted by the Board on July 28, 2000. The Plan shall
terminate on July 27, 2010.
SECTION 2. OPTION GRANTS
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2.1 Authority of Committee
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Subject to the provisions of the Plan, the Committee shall have the
sole and complete authority to determine (i) the Participants to whom Options
shall be granted; (ii) the number of shares to be covered by each Option; and
(iii) the conditions and limitations, if any, in addition to those set forth in
Section 2 hereof, applicable to the exercise of an Option, including without
limitation, the nature and duration of the restrictions, if any, to be imposed
upon the sale or other disposition of shares acquired upon exercise of an
Option.
Stock Options granted under the Plan shall be non-qualified stock
options.
The Committee shall have the authority to grant Options.
2.2 Option Exercise Price
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The price of stock purchased upon the exercise of Options granted
pursuant to the Plan shall be the Fair Market Value thereof at the time that the
Option is granted.
The purchase price is to be paid in full in cash, certified or bank
cashier's check or, at the option of the Company, Common Stock valued at its
Fair Market Value on the date of exercise, or a combination thereof, when the
Option is exercised and stock certificates will be delivered only against such
payment.
2.3 Option Grants
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Each Option will be subject to the following provisions:
a. Term of Option
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An Option will be for a term of not more than ten years from the
date of grant.
b. Exercise
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(i) By an Employee:
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Unless otherwise provided by the Committee and except in the
manner described below upon the death of the optionee, an Option
may be exercised only in installments as follows: up to
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one-half of the subject shares on and after the first anniversary
of the date of grant, up to all of the subject shares on and
after the second such anniversary of the date of the grant of
such Option but in no event later than the expiration of the term
of the Option.
An Option shall be exercisable during the optionee's lifetime
only by the optionee and shall not be exercisable by the optionee
unless, at all times since the date of grant and at the time of
exercise, such optionee is an employee of or providing services
to the Company, any parent corporation of the Company or any
Subsidiary or Affiliate, except that, upon termination of all
such employment or provision of services (other than by death,
Total Disability, or by Total Disability followed by death in the
circumstances provided below), the optionee may exercise an
Option at any time within three months thereafter but only to the
extent such Option is exercisable on the date of such
termination.
Upon termination of all such employment by Total Disability, the
optionee may exercise such Options at any time within one year
thereafter, but only to the extent such Option is exercisable on
the date of such termination.
In the event of the death of an optionee (i) while an employee of
or providing services to the Company, any parent corporation of
the Company or any Subsidiary or Affiliate, or (ii) within three
months after termination of all such employment or provision of
services (other than for Total Disability) or (iii) within one
year after termination on account of Total Disability of all such
employment or provision of services, such optionee's estate or
any person who acquires the right to exercise such option by
bequest or inheritance or by reason of the death of the optionee
may exercise such optionee's Option at any time within the period
of three years from the date of death. In the case of clauses (i)
and (iii) above, such Option shall be exercisable in full for all
the remaining shares covered thereby, but in the case of clause
(ii) such Option shall be exercisable only to the extent it was
exercisable on the date of such termination of employment.
(ii) By Persons other than Employees:
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If the optionee is not an employee of the Company or the parent
corporation of the Company or any Subsidiary or Affiliate, the
vesting of such optionee's right to exercise his Options shall be
established and determined by the Committee in the Option
Agreement covering the Options granted to such optionee.
Notwithstanding the foregoing provisions regarding the exercise
of an Option in the event of death, Total Disability, other
termination of employment or provision of services or otherwise,
in no event shall an Option be exercisable in whole or in part
after the termination date provided in the Option Agreement.
c. Transferability
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An Option granted under the Plan shall not be transferable otherwise
than by will or by the laws of descent and distribution, or to the
extent permitted by the Board or the Committee to (i) a member or
members of the optionee's family, (ii) a trust, (iii) a family limited
partnership or (iv) a similar estate planning vehicle primarily for
members of the optionee's family.
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2.4 Agreements
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In consideration of any Options granted to a Participant under the
Plan, each such Participant shall enter into an Option Agreement with the
Company providing, consistent with the Plan, such terms as the Committee may
deem advisable.
