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EXHIBIT 10.2
KENT ELECTRONICS CORPORATION
AMENDED AND RESTATED
1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
ARTICLE I
PURPOSE
Kent Electronics Corporation, a Texas corporation (the "Company"), is
dependent for the successful conduct of its business on the initiative, effort
and judgment of its directors. This Amended and Restated 1996 Non-Employee
Director Stock Option Plan (the "Plan") is intended to provide the independent
directors of the Company additional compensation for their service as directors
and an incentive, through options to acquire stock in the Company, to increase
the value of the Company's common stock, without par value ("Common Stock").
ARTICLE II
ADMINISTRATION
The Plan shall be administered by the Board of Directors of the Company
(the "Board"). Subject to the express provisions of the Plan and the policies of
each stock exchange on which any of the Company's stock at any time may be
traded, the Board shall have plenary authority (i) to construe and interpret the
Plan, (ii) to define the terms used therein, (iii) to prescribe, amend and
rescind rules and regulations relating to the Plan, and (iv) to make all other
determinations necessary or advisable for the administration of the Plan. All
determinations and interpretations made by the Board shall be binding and
conclusive on all participants in the Plan and their legal representatives and
beneficiaries. No member of the Board shall be liable for any action, failure to
act, determination or interpretation made in good faith with respect to the Plan
or any transaction under the Plan.
ARTICLE III
ELIGIBILITY AND PARTICIPATION
Under the Plan each director who is not a full-time employee of the
Company or any of its subsidiaries (each, a "Non-Employee Director") shall,
effective as of the date of his initial election to the Board, be granted a
stock option to purchase from the Company a certain number of shares of Common
Stock to be determined as follows: 7,500 shares if his initial election is at
the Company's annual meeting of shareholders or after the Company's annual
meeting of shareholders, but before the end of the Company's second fiscal
quarter; 5,625 shares if his initial election is during the Company's third
fiscal quarter; 3,750 shares if his initial election is during the Company's
fourth fiscal quarter; and 1,875 shares if his initial election is during the
Company's first fiscal quarter, but before the Company's annual meeting of
shareholders. In addition, each Non-Employee Director (i) shall, after his
initial election to the Board and effective as of the date of each annual
meeting of shareholders beginning with the Company's 1998 annual meeting of
shareholders, be granted a stock option to purchase from the Company 7,500
shares of Common Stock and (ii) shall, effective as of September 3, 1997, be
granted a
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stock option to purchase from the Company 2,500 shares of Common Stock. All
options to purchase Common Stock granted under this Article III shall be at a
price determined and set forth in Article IV.
ARTICLE IV
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TERMS AND CONDITIONS OF STOCK OPTIONS;
STOCK OPTION PRICE; TRANSFERABILITY
(a) Each stock option granted under the Plan shall be evidenced by a Stock
Option Agreement (the "Agreement") in such form as may be hereafter approved by
the Board on the advice of counsel to the Company. The Agreement shall be
executed by the Company and the optionee. The sale of the shares issued on the
exercise of a stock option by any person subject to Section 16 of the 1934 Act
shall not be allowed until at least six months after the later of (i) the
approval of this Plan by the shareholders of the Company in accordance with
Article VIII hereof or (ii) the grant of the stock option. Such determination
for each stock option is to be made prior to or at the time that stock option is
granted. Each stock option granted hereunder shall expire if not exercised
within five years of the date of grant.
(b) The per share stock option price shall be an amount equal to the Fair
Market Value (as defined below) of the Common Stock on the date of grant of the
stock option. In no event shall the stock option price be less than the par
value of the Company's Common Stock.
(c) Except as set forth below, the stock options granted hereunder shall
not be transferable otherwise than by will or operation of the laws of descent
and distribution or pursuant to a qualified domestic relations order as defined
in the Internal Revenue Code of 1986, as amended (the "Code"), or Title I of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the
rules thereunder. During the lifetime of the optionee, stock options granted
hereunder shall be exercisable only by the optionee, the optionee's guardian or
legal representative. In addition to non-transferable stock options, the Board
may grant stock options that are transferable, without payment of consideration,
to immediate family members of the optionee or to trusts or partnerships for
such family members; the Board may also amend outstanding stock options to
provide for such transferability.
(d) No stock option granted hereunder shall be exercisable unless the Plan
and all shares issuable on the exercise thereof have been registered under the
Securities Act of 1933, as amended (the "1933 Act") and all other applicable
securities laws, and there is available for delivery a prospectus meeting the
requirements of Section 10 of the 1933 Act, or the Company shall have first
received the opinion of its counsel that registration under the 1933 Act and all
other applicable securities laws is not required in connection with such
issuance. At the time of exercise, if the shares with respect to which the stock
option is being exercised have not been registered under the 1933 Act and all
other applicable securities laws, the Company may require the optionee to
provide the Company whatever written assurance counsel for the Company may
require that the shares are being acquired for investment and not with a view to
the distribution thereof, and that the shares will not be disposed of without
the written opinion of such counsel that registration under the 1933 Act and all
other applicable securities laws is not required.
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Share certificates issued to the optionee upon exercise of the stock option
shall bear a legend to the foregoing effect to the extent counsel for the
Company deems it advisable.
(e) For all purposes under the Plan, the Fair Market Value of a share of
Common Stock on a particular date, or on the most recent prior date on which
Common Stock was traded, shall be equal to the reported closing price per share
as reported by the New York Stock Exchange, Inc. or other principal exchange or
market on which the Common Stock is traded. In the event Common Stock is not
publicly traded at the time a determination of its value is required to be made
hereunder, the determination of its Fair Market Value shall be made by the Board
of Directors in such manner as it deems appropriate.
(f) A stock option shall lapse in the following situations:
(1) If the directorship of a Non-Employee Director terminates
for any reason other than death, all unexercised stock options theretofore
granted shall expire ten days after the date of such termination of
directorship, unless such stock options shall have terminated earlier under the
terms or under other provisions of the Plan.
(2) If the directorship of a Non-Employee Director terminates
by reason of death, all unexercised stock options, if any, shall become
immediately exercisable and may be exercised until the expiration of one year
from the date of death of the Non-Employee Director or until the expiration of
the term of the stock option, whichever is earlier. Such stock option may be
exercised by any designated beneficiary of the Non-Employee Director, subject to
all other provisions of the Plan.
ARTICLE V
SHARES SUBJECT TO PLAN AND DURATION OF PLAN
The term of the Plan shall continue until the earlier to occur of (i)
May 7, 2006, ten years from the effective date of the Plan as originally
approved by the shareholders of the Company, or (ii) the date on which there
have been granted to Non-Employee Directors pursuant to the Plan stock options
to purchase an aggregate of 200,000 shares of the Common Stock; provided,
however, that all outstanding stock options granted under the Plan shall
continue to be governed by the terms and conditions of the Plan. Shares subject
to stock options under the Plan may be either authorized and unissued shares or
issued shares that have been acquired by the Company and held in its treasury,
in the sole discretion of the Board. When stock options have been granted under
the Plan and have lapsed unexercised or partially unexercised or have been
surrendered for cancellation by the optionee thereof, the unexercised shares
which were subject thereto may be reoptioned under the Plan.
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ARTICLE VI
ADJUSTMENTS
(a) Adjustments Upon Changes in Capitalization. Subject to any required
action by the Company's directors and shareholders, the number of shares
provided for in each outstanding stock option and the price per share thereof,
and the number of shares provided for in the Plan, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of the
Company's Common Stock resulting from a subdivision or consolidation of shares
or the payment of a stock dividend (but only on the Common Stock), a stock
split, a reverse stock split, or any other increase or decrease in the number of
such shares effected without receipt of consideration by the Company, and shall
also be proportionately adjusted in the event of a spin-off, spin-out, or other
distribution of assets to shareholders of the Company, to the extent necessary
to prevent dilution of the interests of grantees pursuant to the Plan or of the
other shareholders of the Company, as applicable. If the Company shall engage in
a merger, consolidation, reorganization or recapitalization, each outstanding
stock option (or if such transaction involves less than all of the shares of the
Company's Common Stock, then a number of stock options proportionate to the
number of such involved shares), shall become exercisable for the securities and
other consideration to which a holder of the number of shares of the Company's
Common Stock subject to each such stock option would have been entitled to
receive in any such merger, consolidation, reorganization or recapitalization.
(b) If, while unexercised stock options remain outstanding under the Plan,
(i) the Company is merged into or consolidated with another corporation under
circumstances where the Company is not the surviving corporation or where the
Common Stock is converted into other securities, cash or other property in
connection with such merger or consolidation, (ii) the Company is recapitalized
in such a manner that shares of the Common Stock are converted into or exchanged
for other securities of the Company, (iii) the Company sells or otherwise
disposes of substantially all of its assets to another person, corporation or
entity, (iv) over 30% of the Common Stock of the Company is acquired by another
person, corporation or entity in exchange for stock (or stock and securities) of
such corporation or (v) over 30% of the then outstanding Common Stock is
acquired in a single transaction or a series of related transactions, then,
unless the terms of the transaction described in clauses (i), (ii), (iii), (iv)
or (v) above provide that after the effective date of such merger,
consolidation, recapitalization, exchange, sale or acquisition, as the case may
be, each holder of an outstanding stock option shall be entitled, upon exercise
of such stock option to receive, in lieu of shares of the Company's Common
Stock, shares of such stock or other securities of the Company or the surviving
or acquiring corporation or such other property at the same rate per share as
the holders of shares of the Company's Common Stock received pursuant to the
terms of the merger, consolidation, exchange, recapitalization, sale or
acquisition, all outstanding stock options shall be cancelled as of the
effective date of any such merger, consolidation, recapitalization, exchange,
sale or acquisition. At least 30 days notice of such cancellation shall be given
to each holder of a stock option and each holder of a stock option shall have
the right to exercise such stock options in full during a 30-day period
preceding the effective date of such merger, consolidation, recapitalization,
exchange, sale or acquisition.
(c) Change of Par Value. In the event of a change in the Company's Common
Stock which is limited to a change of all of its authorized shares without par
value into the same number of shares with a par value, the shares resulting from
any such change shall be deemed to be Common Stock within the meaning of the
Plan.
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(d) Miscellaneous. The adjustments provided for in this Article shall be
made by the Board whose determination in that respect shall be final, binding
and conclusive. Except as hereinbefore expressly provided in this Article, the
holder of a stock option shall not be entitled to the privilege of stock
ownership as to any shares of Common Stock or other stock not actually issued
and delivered to the holder, and any issue by the Company of shares of stock of
any class, or securities convertible into shares of stock of any class, shall
not affect and no adjustment by reason thereof shall be made with respect to the
number or price of shares of the Company's Common Stock subject to any stock
option. The grant of a stock option pursuant to the Plan shall not affect in any
way the right or power of the Company to, among other things, make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge or to consolidate or to dissolve or liquidate or sell or
transfer all or any part of its business or assets.
ARTICLE VII
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POWER TO AMEND
The Board of Directors may amend, terminate or suspend this Plan at any
time and from time to time; provided, however, that the Plan shall not be
amended more than once every six months, other than to comport with changes in
the Code, ERISA, or the regulations thereunder, or the regulations thereunder.
However, no termination or amendment of the Plan may, without the consent of the
holder of any Option then outstanding, adversely affect the rights of such
holder under the Options.
ARTICLE VIII
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EFFECTIVE DATE; SHAREHOLDER APPROVAL
The Plan shall be effective as of September 3, 1997, the date on which
it received the unanimous approval of the Board. However, the Plan and all stock
options granted under the Plan shall be void if the Plan is not approved by the
shareholders within 12 months from the date the Plan is approved by the Board.
The Plan shall be deemed approved by the holders of the outstanding voting stock
of the Company by the affirmative votes of the holders of a majority of the
outstanding voting stock of the Company present, or represented, and entitled to
vote at a meeting of such shareholders duly held in accordance with the
applicable laws of the state or other jurisdiction in which the Company is
incorporated. No stock option granted under the Plan shall be exercisable in
whole or in part unless and until such shareholder approval is obtained.
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