<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 28, 1997
REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
BELL INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
CALIFORNIA 95-2039211
(State of Incorporation) (I.R.S. Employer
Identification Number)
2201 E. El Segundo Boulevard, El Segundo, California 90245
(Address of Principal Executive Office)
Bell Industries, Inc. Deferred Compensation Plan
(Full Title of the Plan)
TRACY A. EDWARDS
Vice President and
Chief Financial Officer
Bell Industries, Inc.
2201 E. El Segundo Boulevard
El Segundo, California 90245
(310) 563-2300
(Name, Address and Telephone Number, Including Area
Code, of Registrant's Agent for Service)
Copy to:
JOHN J. COST, ESQ.
Irell & Manella LLP
333 South Hope Street
Suite 3300
Los Angeles, California 90071-3042
(213) 620-1555
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Amount to be Offering Price Aggregate Amount of
Securities to be Registered Registered(1) Per Share(2) Offering Price Registration Fee
<S> <C> <C> <C> <C>
Deferred Compensation Obligations $10,000,000 100% $10,000,000 $3030.00
</TABLE>
(1) The Deferred Compensation Obligations are unsecured obligations of Bell
Industries, Inc. to pay deferred compensation in the future in
accordance with the terms of the Bell Industries, Inc. Deferred
Compensation Plan.
(2) Pursuant to Rule 457(h), estimated solely for the purpose of
calculating the registration fee.
PAGE 1 OF 28 PAGES
INDEX APPEARS AT PAGE 9
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
*Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) and (b) below are incorporated by reference
in this Registration Statement on Form S-8. In addition, all documents
subsequently filed by Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior
to the filing of a post-effective amendment that indicates that all securities
offered have been sold or that deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be part hereof from the date of filing of such documents.
(a) Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996; and
(b) Registrant's Quarterly Report on Form 10-Q for the three month
period ended June 30, 1997.
Any statement contained herein or in a document incorporated or deemed
to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which also is
incorporated or deemed to be incorporated herein by reference modifies or
supersedes such prior statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Under the Bell Industries, Inc. Deferred Compensation Plan (the
"Deferred Compensation Plan"), the Registrant will provide a select group of
management and highly compensated employees and officers (the "Deferred
Compensation Employees") the opportunity to enter into agreements for the
deferral of a specified percentage of their cash compensation. The obligations
of the Registrant under such agreements (the "Deferred Compensation
Obligations") will be unsecured general obligations of the Registrant to pay the
deferred compensation in the future in accordance with the terms of the Deferred
Compensation Plan and will rank pari passu with other unsecured and
unsubordinated indebtedness of the Registrant from time to time outstanding.
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<PAGE> 3
To participate in the Deferred Compensation Plan in a particular year,
the Deferred Compensation Employee must enroll in the Deferred Compensation Plan
and select the percentage of deferral before the beginning of that calendar
year. The amount of compensation to be deferred by each participating employee
("Deferred Compensation Participant") will be determined in accordance with the
Deferred Compensation Plan based on election by the employee. Deferred
Compensation Participants may elect to defer any percentage of their salary or
commissions, so long as such percentage exceeds one percent (1%) annually.
Deferred Compensation Participants may also elect to defer from their bonus, if
applicable, as long as the minimum amount deferred is one percent (1%) of their
annual bonus.
The Deferred Compensation Obligations will be indexed to one or more
investment accounts, which will be individually chosen by each Deferred
Compensation Participant from a list of investment accounts (currently eighteen
selections). Each Deferred Compensation Participant's deferred compensation
account will be adjusted to reflect the investment performance of the selected
investment accounts, including any appreciation or depreciation. Gains or losses
are posted to the Deferred Compensation Participant's account at the end of
every quarter. The investment accounts are for bookkeeping purposes only and the
Registrant is not obligated to invest the deferred compensation in the
investment accounts specified by the Deferred Compensation Participants.
A committee (the "Deferred Compensation Plan Committee") shall be
appointed by the Board of Directors of the Registrant and shall be charged with
the general administration of the Deferred Compensation Plan and the Deferred
Compensation Obligations. The Deferred Compensation Obligations are not
convertible into another security of the Registrant. The Deferred Compensation
Obligations will not have the benefit of a negative pledge or any other
affirmative or negative covenant on the part of the Registrant. No trustee has
been appointed having the authority to take action with respect to the Deferred
Compensation Obligations and each Deferred Compensation Participant will be
responsible for acting independently with respect to, among other things, the
giving of notices, responding to any requests for consents, waivers or
amendments pertaining to the Deferred Compensation Obligations, enforcing
covenants and taking action upon a default.
The Deferred Compensation Plan permits the Registrant, in the
discretion of the Deferred Compensation Plan Committee, to make a deemed
contribution (a "Corporate Contribution") to the Deferred Compensation Plan on
behalf of a Deferred Compensation Participant, which will be treated in
essentially the same manner as if the contribution had been made by the Deferred
Compensation Participant, except that the Deferred Compensation Participant's
interest in the Corporate Contribution is subject to a vesting schedule. The
Registrant has no present intention of making any such contributions.
The Deferred Compensation Obligations will be distributed by the
Registrant in accordance with the terms of the Deferred Compensation Plan and
upon the following circumstances: upon termination of employment, death or long
term disability, termination of the Deferred Compensation Plan, or upon the
occurrence of certain hardship circumstances as determined by the Deferred
Compensation Plan Committee of the Registrant.
A Deferred Compensation Participant's right or the right of any other
person to the Deferred Compensation Obligations cannot be assigned, alienated,
sold, garnished, transferred, pledged or encumbered.
-3-
<PAGE> 4
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 317 of the California Corporations Code (the "CCL") allows each
corporation incorporated thereunder, such as Registrant, the power to indemnify
its directors and officers against liabilities for certain of their acts.
Section 309(c) of the CCL permits a provision in the articles of incorporation
eliminating or limiting, with certain exceptions, the personal liability of a
director to the corporation or its shareholders for monetary damages for breach
of fiduciary duty as a director. Registrant's articles of incorporation contain
such a provision.
Article Five of Registrant's Bylaws provides that each person who is or
was a director or officer of Registrant shall be indemnified by Registrant as a
right to the full extent permitted by the CCL. Registrant has also entered into
indemnity agreements with its directors and executive officers. These agreements
provide for indemnification of such individuals in cases where indemnification
might not otherwise be available. Registrant has obtained directors' and
officers' liability insurance which protect such directors and officers against
certain liabilities which may arise from the performance of their respective
duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.1 Bell Industries, Inc. Deferred Compensation Plan
4.2 Registrant's Articles of Incorporation (incorporated by
reference to Exhibit 3.1 to Registrant's Form 8-B dated March
22, 1995, as amended)
4.3 Registrant's Bylaws (incorporated by reference to Exhibit 3.2
to Registrant's Form 8-B dated March 22, 1995, as amended)
5 Opinion of Irell & Manella LLP as to the legality of the
Deferred Compensation Obligations being registered
23.1 Consent of Independent Accountants
23.2 Consent of Irell & Manella LLP (included in Exhibit 5)
24 Powers of Attorney (included on the signature page of this
Registration Statement
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<PAGE> 5
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of
this Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in this Registration
Statement;
(iii) to include any material information with
respect to the plan of distribution not
previously disclosed in this Registration
Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of Registrant pursuant to the foregoing
provisions or otherwise, Registrant
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<PAGE> 6
has been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Registrant
of expenses incurred or paid by a director, officer or
controlling person of Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the
securities being registered, Registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by
it is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.
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<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on this 27th day of
August 1997.
BELL INDUSTRIES, INC.
a California corporation
By:/s/ Tracy A. Edwards
-------------------------------------------
Tracy A. Edwards
Vice President and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Tracy A. Edwards and John J. Cost,
or either of them, his true and lawful attorneys-in-fact and agents, each with
full power of substitution for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments (including without limitation
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each of said attorneys-in-fact
and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, lawfully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that either of said attorneys-in-fact and agents, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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<PAGE> 8
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Theodore Williams Chairman of the Board August 28, 1997
- --------------------------- and Chief Executive Officer
Theodore Williams (principal executive officer)
/s/ Tracy A. Edwards Vice President and Chief August 28, 1997
- --------------------------- Financial Officer (principal
Tracy A. Edwards financial and accounting officer)
/s/ Gordon M. Graham Director and President and Chief August 28, 1997
- --------------------------- Operating Officer
Gordon M. Graham
/s/ John J. Cost Director and Secretary August 28, 1997
- ---------------------------
John J. Cost
Director August___, 1997
- ---------------------------
Anthony L. Craig
/s/ Milton Rosenberg Director August 28, 1997
- ---------------------------
Milton Rosenberg
/s/ Charles S. Troy Director August 28, 1997
- ---------------------------
Charles S. Troy
Director August___, 1997
- ---------------------------
Herbert Davidson
</TABLE>
-8-
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Description Numbered Page
- ------- ----------- -------------
<S> <C> <C>
4.1 Bell Industries, Inc. Deferred Compensation Plan 10
4.2 Registrant's Articles of Incorporation (incorporated by --
reference to Exhibit 3.1 to Registrant's Form 8-B dated
March 22, 1995, as amended)
4.3 Registrant's Bylaws (incorporated by reference to --
Exhibit 3.2 to Registrant's Form 8-B dated March 22,
1995, as amended)
5 Opinion of Irell & Manella LLP as to the legality of the 25
Deferred Compensation Obligations being registered
23.1 Consent of Independent Accountants 27
23.2 Consent of Irell & Manella LLP (included in Exhibit 5) --
24 Powers of Attorney (included on the signature page of --
this Registration Statement)
</TABLE>
-9-
<PAGE> 1
EXHIBIT 4.1
BELL INDUSTRIES, INC.
DEFERRED COMPENSATION PLAN
WHEREAS, Bell Industries, Inc. (the "Corporation") desires to retain the
services of a select group of management, highly compensated employees, and
officers and recognizes that the loss of the services of any member of such
group would result in substantial loss to the Corporation; and
WHEREAS, Bell Industries, Inc. desires to recognize the services rendered in the
past and to be rendered in the future by the members of such group until the
respective dates of their termination, retirement or death;
NOW THEREFORE, Bell Industries, Inc. hereby adopts a Deferred Compensation Plan
for such group as hereinafter set forth.
ARTICLE 1 -- DEFINITIONS
For purposes hereof, where the following terms appear as proper nouns, they
shall have the meanings indicated below:
1.1 ACCOUNT BALANCE: With respect to each Participant, the Deferred Amounts
and/or any Corporate Contributions under this Plan as further adjusted
for Additions on the Deferred Amounts and/or Corporate Contributions.
1.2 ADDITIONS: The dollar amount equivalent to the underlying performance
of the hypothetical investment accounts designated by the Participant
for that portion of the Deferral Account that has been so designated.
1.3 BENEFICIARY: Any person or persons, as designated pursuant to Article
4, to whom any benefits may be payable upon the death of a Participant
pursuant to Section 3.2.
1.4 COMMITTEE: The Deferred Compensation Plan Committee established by the
Board of Directors of the Corporation, or as otherwise amended by the
Chairman of the Board.
1.5 COMPENSATION: Total salary, bonuses, commissions, and fees paid or
accrued by the Corporation for services rendered by a Participant and
reportable on Form W-2 or Form 1099 as taxable income for federal
income tax purposes.
1.6 CORPORATE CONTRIBUTION: An amount which may be credited to the Plan by
the Corporation on behalf of a Participant. Such amounts shall be
determined by the Committee at its discretion.
1.7 CORPORATION: Bell Industries, Inc. and any wholly-owned subsidiary
thereof.
1.8 DEFERRED AMOUNT: An amount credited to the Account Balance by the
Corporation in lieu of payment to a Participant as Compensation.
1.9 EFFECTIVE DATE OF PLAN: October 1, 1997.
<PAGE> 2
1.10 PARTICIPANT: Any manager, highly compensated employee, or officer of
the Corporation designated by the Committee to be eligible for
participation in the Plan and who has executed any and all forms for
participation pursuant to Section 2.1. Such individual shall first
become a Participant as of the effective date of his or her initial
election to defer Compensation in accordance with Section 2.1 hereof
and, subject to the terms and conditions of the Plan, such individual's
status as a Participant shall continue until the occurrence of any of
the events listed in Section 2.5, except where the Participant is
granted a leave of absence by the Corporation.
1.11 PLAN: The Plan shall consist of this document and any amendments
thereto.
1.12 PLAN YEAR: January 1 to December 31; provided, that the initial Plan
Year shall be October 1, 1997 to December 31, 1997.
1.13 TERMINATION OF THE PARTICIPANT: The end of the employer/employee or
officer/Corporation relationship between the Participant and the
Corporation for any reason (including but not limited to by reason of
death or retirement.)
ARTICLE 2 -- DEFERRED COMPENSATION
2.1 ELIGIBILITY AND PARTICIPATION: Eligibility to commence participation in
this Plan shall be restricted to those managers, highly compensated
employees, and officers who are so designated by the Committee.
(a) Application. Any individual so selected shall become a
Participant by filing with the Corporation a written
application for participation in a form or forms satisfactory
to the Committee, within thirty (30) days of the date when he
or she is first notified, in writing, that he or she is
eligible to participate in the Plan. If such application is
not filed within such thirty (30) day period, such individual
shall not thereafter be permitted to participate in the Plan
until the next opportunity generally available to all
Participants or individuals eligible to participate to make or
change their deferral elections.
(b) Deferral Election. The Participant shall indicate, in a
written form satisfactory to the Corporation, the percentage
of Compensation otherwise payable to him or her to be deferred
commencing on the first day that he or she is eligible to
defer amounts under the Plan with respect to a specific Plan
Year. The Participant generally may defer zero percent (0%) or
more, in whole numbers, subject to any maximum or minimum
percentage established by the Committee. Such Deferral
Election shall be irrevocable and shall remain in effect until
the earliest of the following: (i) the Participant files a new
Deferral Election, or (ii) the Participant is no longer
eligible to defer Compensation under Section 2.5. Should the
Participant fail to provide a Deferral Election or fail to
timely provide a Deferral Election for any given Plan Year
subsequent to the first Plan Year in which the Participant
participated, the Deferral Election of the prior Plan Year
shall apply.
(c) Deferral Percentage. Should a Participant elect to defer a
portion of his or her Compensation greater than zero percent
(0%), such election with respect to the Participant's
projected compensation must equal, on a projected basis, at
least one percent (1%) (in whole numbers) of the Participant's
projected annual
<PAGE> 3
Compensation for the Plan Year for which such election is
being made. A Participant is not required, however, to defer
any amount in order to Participate in the Plan. The Committee
may, in its sole discretion, permit a separate deferral
election to be made with respect to a Participant's base
salary/commissions/fees and/or a Participant's bonus (if
applicable).
(d) Deferral Maximum. The Corporation may establish a dollar
maximum with respect to the total amount which may be deferred
in any Plan Year by each Participant. The Corporation shall
notify Participants in writing of any such maximum prior to
the beginning of each Plan Year. If no such notification is
given, the maximum in effect for the immediately preceding
Plan Year, if any, shall apply for the new Plan Year.
Notwithstanding any determination by the Committee of the
maximum deferral amount or lack thereof, a Participant shall
not be entitled to defer Compensation to the extent that funds
would not be available to the Corporation to meet the payroll
taxes or other claims presently due and payable with regard to
such Participant's Compensation.
2.2 NOTICE OF PLAN TERMS AND CONDITIONS. No less than thirty (30) days
prior to the start of each Plan Year, the Committee shall provide
notice to each Participant of the terms and conditions upon which
deferrals may be made with respect to such Plan Year and shall make
available a deferral form with which to make deferral elections for
such Plan Year. Such election form must be filed at least twenty (20)
days prior to the beginning of the Plan Year to which it pertains and
shall be effective on the first day of the Plan Year following the
filing thereof.
2.3 HYPOTHETICAL INVESTMENTS. Upon commencement of participation in the
Plan, a Participant may designate, from a list of hypothetical
investments or hypothetical investment funds selected by the Committee,
the percentage, in whole numbers, of the total Deferred Amounts he or
she desires to be invested in such individual hypothetical investments
or hypothetical investment funds then presently available (the
"Investment Allocation Selection"). The Participant may from time to
time, but no more frequently than once per calendar month, in advance,
request that his or her Deferral Account and/or all future Deferred
Amounts be changed from one deemed investment to whatever other deemed
investment may be listed by the Committee at the time of such request.
The Committee, in its sole discretion, may determine whether such
amounts will, in fact, be deemed to be so invested or will be invested
otherwise. Should the Participant fail to provide an Investment
Allocation Selection or fail to timely provide an Investment Allocation
Selection for any given Plan Year subsequent to the first Plan Year in
which the Participant participated, the Investment Allocation Selection
of the prior Plan Year shall apply.
2.4 The Corporation agrees that it will credit the Account Balance with
Additions thereon, on a date and time as determined in the Committee's
sole discretion. However, such Additions shall be credited no sooner
than the first day of each calendar month following a Participant's
Investment Allocation Selection and at least once per calendar month
from and after the dates the Deferred Amounts are credited to the
Participant's Account.
2.5 A Participant shall continue to be eligible to defer amounts of
Compensation under the Plan until the earliest date on which any of the
following events occur:
(a) the Plan is terminated, including but not limited to the
termination of the Plan by means of the Change of Control of
the Corporation as set forth in Section 5.2;
<PAGE> 4
(b) there occurs a Distribution or Non-Distribution Event as
described in Sections 2.7-2.8;
(c) the Committee makes a determination that the Participant is no
longer eligible to continue to defer amounts under the Plan;
(d) the Plan Committee determines that the Participant has become
totally disabled for 180 days or more in that he or she is no
longer able, properly and satisfactorily, to engage in his or
her regular duties as an employee, or officer, based upon
medical evidence satisfactory to the Plan Committee, and that
such disability will be expected to continue for an additional
180 days or more;
(e) a Participant is granted a leave of absence by the
Corporation.
2.6 Should a Participant's eligibility to defer amounts under the Plan be
discontinued under Section 2.5, he or she shall not be automatically
eligible to re-commence deferrals under the Plan. Eligibility to
commence or re-commence deferrals in the Plan will be determined on a
year by year basis during the enrollment period and at the sole
discretion of the Committee.
2.7 DISTRIBUTION EVENTS: Subject to all other terms and conditions of this
Plan, a Participant or his or her Beneficiary, as applicable, shall be
subject to a distribution of the relevant Account Balance as set forth
in Article 3 upon the occurrence of one of the following events (a
"Distribution Event"):
(a) the Plan is terminated;
(b) there occurs a Termination of the Participant as defined in
Section 1.13;
(c) the Plan Committee determines that the Participant has become
totally disabled for 180 days or more in that he or she is no
longer able, properly and satisfactorily, to engage in his or
her regular duties as an employee, officer, or director, based
upon medical evidence satisfactory to the Plan Committee, and
that such disability will be expected to continue for an
additional 180 days or more.
2.8 NON-DISTRIBUTION EVENTS: Subject to all other terms and conditions of
this Plan, neither a Participant nor his or her Beneficiary shall be
subject to a distribution of the relevant Account Balance as set forth
in Article 3 upon the occurrence of one of the following events (a
"Non-Distribution Event"):
(a) the Committee makes a determination that the Participant is no
longer eligible to continue to defer amounts under the Plan;
(b) a Participant is granted a leave of absence by the
Corporation.
2.9 LEAVE OF ABSENCE: As set forth in Section 2.8(b), in the event a
Participant is granted a leave of absence by the Corporation, no
further Deferred Amounts shall be credited to the Participant's Account
Balance for the duration of the period of such leave. However,
Additions shall continue to be credited during such period and, subject
to Section 3.3(c), such period shall constitute a period of Service
under the Vesting requirements of this Plan. Furthermore, should a
Participant die while on an approved leave of absence and
<PAGE> 5
while he or she otherwise remains eligible to defer Compensation under
this Plan, he or she may be entitled to the Additional Death Benefit
under Section 3.2(b), subject to all the other terms and conditions of
this Plan. The taking of an approved leave of absence shall not entitle
the Participant to a distribution of his or her Termination Benefit.
ARTICLE 3 -- BENEFITS
3.1 TERMINATION BENEFIT: Should a Participant's have a Distribution Event,
other than in the event of the Participant's death and except as
provided in Sections 2.9, he or she shall be deemed to have a
"Termination Date" and shall be entitled to receive a distribution of
his or her Account Balance as defined in Section 1.1 (the "Termination
Benefit"), subject to the Vesting requirements of Section 3.3.
(a) Standard Distribution Options. As provided in Section 3.1(c),
pursuant to the Participant's Termination Benefit Election (as
defined below), the Termination Benefit attributable to
Deferred Amounts and Additions thereto shall be paid either
(i) in a lump sum within thirty (30) days following the
Termination Date, (ii) in five annual installments or (iii) in
ten annual installments (each, a "Standard Distribution
Option"). Should annual installments be selected, the first
such payment shall be made within thirty (30) days following
the Termination Date except as otherwise limited by the Plan.
With respect to the portion of the Participant's Account
Balance attributable to any Corporate Contributions, such
portion shall be paid according to a schedule established by
the Committee upon termination of the Participant's
participation. In any event, the first of such payments shall
be made within thirty (30) days following the Participant's
Termination Date.
Notwithstanding any election to the contrary, there will be no
installment payout for a Participant whose Account Balance is
less than $10,000 at the time that he or she has a Termination
Date; within thirty (30) days following his or her Termination
Date, his or her Account Balance will be paid in one lump sum.
(b) Termination Benefit Election. As of the date a Participant
commences participation in the Plan, the Participant shall
elect a Standard Distribution Option (a "Termination Benefit
Election"). The Termination Benefit Election may thereafter be
changed only once a year, effective as of the first day of the
next Plan Year beginning after the date of such election. The
Termination Benefit Election shall not be binding unless made
at least one full year prior to the Termination Date. If the
Termination Date should occur within one year of the
Termination Benefit Election, the last valid Termination
Benefit Election made one year or more before the Termination
Date will be effective, or if no Termination Benefit Election
is otherwise in effect, the Termination Benefit attributable
to the Deferred Amounts and Additions thereto shall be payable
in a lump sum within thirty (30) days following the
Termination Date.
The Corporation shall make available to the Participant the
appropriate form for making the Termination Benefit Election.
This form shall be made available at the time the Participant
commences participation in the Plan, and at least thirty (30)
days before the start of each subsequent Plan Year.
<PAGE> 6
(c) Installment Method. In the event the Participant chooses to
receive the Termination Benefit attributable to Deferred
Amounts and Additions thereto in installments over a period of
five years, except as otherwise limited by the Plan, the first
payment would be equal to one-fifth of the full value of the
Account Balance as of the date of such payment. The
installment payment to be made the following year would be
equal to one-fourth of the value of the Account Balance as of
the date of such payment (including any Additions credited to
the remaining balance since the date of the first payment),
and so forth. A similar payment schedule would apply to a
Termination Benefit payable in installments over a ten- year
period. Such method of payment is referred to herein as the
"Installment Method."
(d) In Service Distribution: Notwithstanding Section 3.1(a) and
subject to Section 3.2, each Participant, may make an
irrevocable election, at the time specified in Section 2.1 or
Section 2.2 for Deferred Amount elections or changes, to
receive all or any part of their Deferred Amount for any Plan
Year, together with Additions with respect thereto, in the
form of an "In Service Distribution." This election will allow
the Participant to set in advance the year in which the In
Service Distribution will be made, whether or not the
Participant's Termination date is within or subsequent to such
year. In no event, however, can this distribution be less than
five years from the date the election is made. The Committee,
in its discretion, shall select the date in the year elected
by the Participant on which the In Service Distribution will
be made. Notwithstanding the Participant's prior Termination
Benefit Election, if an In Service Distribution election is
made, the distribution shall be made in a lump sum.
3.2 DEATH BENEFIT: In the event of the death of a Participant, one or both
of the following death benefits may be available to the Beneficiary of
the Participant in the Plan:
(a) Primary Death Benefit: If a Participant should die at a time
when the Participant's Account Balance is greater than zero,
whether or not he or she is still participating in the Plan at
the time, then, according to the Participant's designation
pursuant to Article 4 below, the Beneficiary may receive
payment equal to the value of the Participant's Account
Balance as of the date of death (the "Primary Death Benefit")
in a lump sum, not withstanding any prior election to the
contrary, within thirty (30) days of the Corporation's notice
of such event in accordance with Article 4 and as limited by
Section 5.6.
(b) Additional Death Benefit: In the event that a Participant dies
while eligible to defer Compensation under the Plan or while
he or she continues to participate in the Plan, and so long as
he or she timely filed with the Corporation all forms
necessary to participate in the Plan, the Beneficiary
designated in accordance with Article 4 shall be entitled to
an additional single lump sum death benefit (the "Additional
Death Benefit") in the amount of $25,000. The Additional Death
Benefit shall be payable, where applicable, according to the
Participant's designation subject to Section 5.6.
(c) Exclusion: In the event a Participant commits suicide, while
sane or insane, within two (2) years from the date he or she
commenced participation in the Plan, no Additional Death
Benefit shall be payable under this Plan. Further, no
Additional Death Benefit shall be payable if, within said two
year period, any fraudulent misrepresentation of any facts
material to any application for any life
<PAGE> 7
insurance policy purchased by the Corporation on the life of
the Participant are discovered.
3.3 VESTING OF ACCOUNT BALANCE: The vesting of the Participant's ownership
interest in his or her Account Balance will occur as follows:
(a) With respect to the portion of each Participant's Account
Balance attributable to Deferred Amounts from the
Participant's Compensation, whether or not said amount is
payable as a Termination or Death Benefit, such portion shall
be immediately and fully vested.
(b) With respect to that portion of the Participant's Account
Balance under the Termination Benefit attributable to any
Corporate Contributions, such portion shall be vested as
follows:
5-Year Cliff Vesting
Years of Service Percentage Vested
0-4 0
5 or more 100
(c) "Service" shall be defined as the full time, continuous, and
consecutive relationship between the Participant and the
Corporation as an employee or officer, as applicable. Such
Service shall include a Corporation-approved leave of absence
to the extent that the period of leave of such Participant
continues to be approved by the Corporation.
(d) In the event of the Participant's death while participating in
the Plan (the Death Benefit), that portion of the
Participant's Account Balance attributable to any Corporate
Contributions shall be immediately and fully vested.
(e) The Additional Death Benefit described in Section 3.2(b)
shall not be subject to the Vesting requirements set
forth herein.
3.4 DISABILITY OR HARDSHIP: On the request of a Participant, the Committee
is empowered to accelerate the payment of benefits to a Participant in
the event the Committee determines that the Participant:
(a) is disabled as defined in Section 2.5(d); or
(b) has an unforeseeable emergency caused by an event beyond the
control of the Participant that would result in severe
financial hardship to the Participant if the payment is not
permitted. Such an emergency must severely affect the
Participant's financial affairs or clearly endanger the
Participant's family with present or impending want or
deprivation. The amount of payment is to be limited to the
amount necessary to meet the emergency.
Payments to a Participant in accordance with this Article shall be
made within thirty (30) days following the date the Committee
determines the Participant is eligible for such payment.
<PAGE> 8
ARTICLE 4 -- BENEFICIARY
4.1 At the time participation in the Plan commences, each Participant shall
designate on a form satisfactory to the Corporation one or more
Beneficiaries to receive any benefits which may become payable
hereunder in the event of his or her death ("Beneficiary Designation").
Any such Beneficiary(ies) can be changed by a Participant at any time
upon written notice to the Corporation.
4.2 If the Participant shall have made more than one Beneficiary
Designation, the Beneficiary Designation most recently filed with the
Corporation prior to the time of the Participant's death shall govern.
4.3 If any amounts under the Plan become payable following the
Participant's death at a time when no Beneficiary Designation is
applicable, such payments shall be made in a lump sum as the
Participant may designate under his or her last Will, making specific
reference hereto; or if the Participant fails to so designate such
person or persons by Will, then such payments shall be made in one lump
sum to the Participant's estate.
ARTICLE 5 -- MISCELLANEOUS
5.1 AMENDMENT AND TERMINATION: The Corporation reserves the right to amend,
in whole or in part, in writing, or to terminate this Plan at any time,
with or without notice; provided, however, that no such action shall
reduce the value of a Participant's Account Balance accrued prior to
the date of any such amendment or termination. Upon the termination of
the Plan, any remaining Account Balance shall be paid to the
Participant or his or her Beneficiary, as applicable, in a lump sum,
notwithstanding any prior election to the contrary, within thirty (30)
days of such termination.
5.2 CHANGE IN CONTROL: Should the Corporation become subject to a Change in
Control, as described below, the Plan shall be terminated as of the
effective date of such transaction. Provisions will be made for
determining the Account Balance of each Participant which shall then be
paid, in a lump sum, notwithstanding any election to the contrary,
within 30 days of the date of the Change of Control unless provisions
are made for continuing the Plan and for the successor corporation's
assuming or substituting payments of equivalent or greater value.
For purposes of this Section, a Change in Control shall be defined as
follows:
(a) Any "Person" or "Group" (as such terms are defined in Section
13(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") and the rules and regulations promulgated thereunder) is
or becomes the "Beneficial Owner" (within the meaning of Rule
13d-3 under the Exchange Act), directly or indirectly, of
securities of the Corporation, or of any entity resulting from
a merger or consolidation involving the Corporation,
representing more than fifty percent (50%) of the combined
voting power of the then outstanding securities of the
Corporation or such entity.
(b) The individuals who, as of the date hereof, are members of the
Board (the "Existing Directors"), cease, for any reason, to
constitute more than fifty percent(50%) of the number of
authorized directors of the Corporation as determined in the
manner prescribed in the Corporations's Certificate of
<PAGE> 9
Incorporation and Bylaws; provided, however, that if the
election, or nomination for election, by the Corporation's
stockholders of any new director was approved by a vote of at
least fifty percent (50%) of the Existing Directors, such new
director shall be considered an Existing Director; provided
further, however, that no individual initially assumed office
as a result of either an actual or threatened "Election
Contest" (as described in Rule 14a-11 promulgated under the
Exchange Act) or other actual or threatened solicitation of
proxies by or on behalf of anyone other than the Board (a
"Proxy Contest"), including by reason of any agreement
intended to avoid or settle any Election Contest or Proxy
Contest.
(c) The consummation of (x) a merger, consolidation or
reorganization to which the Corporation is a party, whether or
not the Corporation is the Person surviving or resulting
therefrom, or (y) a sale, assignment, lease, conveyance or
other disposition of all or substantially all of the assets of
the Corporation, in one transaction or a series of related
transactions, to any Person other than the Corporation, where
any such transaction or series of related transactions as is
referred to in clause (x) or clause (y) above in this
subparagraph (c) (a "Transaction") does not otherwise result
in a "Change in Control" pursuant to subparagraph (a) of this
definition of "Change in Control" under this subparagraph (c)
if the Persons who were the stockholders of the Corporation
immediately before the consummation of such Transaction are
the Beneficial Owners, immediately following the consummation
of such Transaction, of fifty percent (50%) or more of the
combined voting power of the then outstanding voting
securities of the Person surviving or resulting from any
merger, consolidation or reorganization referred to in clause
(x) above in the subparagraph (c) or the Person to whom the
assets of the Corporation are sold, assigned, leased, conveyed
or disposed of in any transaction or series of related
transactions referred to in clause (y) above in this
subparagraph (c).
5.3 LIFE INSURANCE: The Corporation may purchase one or more life insurance
policies on the life of a Participant, as a means of providing, in
whole or in part, for the payment of benefits hereunder. However, in
such event neither the Participant, his or her designated Beneficiary
nor any other beneficiary shall have any rights whatsoever therein or
in the proceeds therefrom. The Corporation (or any "Rabbi Trust" (as
described in Section 5.7) formed in connection with the Plan) shall be
the sole owner and beneficiary of any such insurance policy and shall
possess and may exercise all incidents of ownership therein. No such
policy, policies or other property shall be held in any trust for the
Participant or any other person or as collateral security for any
obligation of the Corporation hereunder. This Plan shall under no
circumstances be deemed to constitute a contract of insurance.
5.4 NO CONTRACT OF EMPLOYMENT: The Plan shall under no circumstance be
deemed to have any effect upon the terms or conditions of employment of
any employee of the Corporation whether or not he or she is a
Participant hereunder. Neither the offering of the Plan, the payment of
any expenses, costs or benefit amounts associated with the Plan, nor
any documents published in connection with the Plan shall be construed
as having created a contract of employment between the Participant and
the Corporation.
5.5 BENEFITS NOT TRANSFERABLE: Benefits under this Plan shall not be
subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge or encumbrance by any Participant or Beneficiary and
any attempt to do so shall be null and void. Benefits under this Plan
shall not be subject to or liable for the debts, contracts,
liabilities,
<PAGE> 10
engagements or torts of any Participant or any Beneficiary, nor may the
same be subject to attachment or seizure by any creditor of any
Participant or any Beneficiary under any circumstances.
5.6 DETERMINATION OF BENEFITS: Upon the Termination Date of a Participant
(or, in addition, the death following Termination if, at the time of
death, a portion of the Participant's Account Balance remains unpaid),
the Participant or applicable Beneficiary, as the case may be, shall
notify the Corporation promptly of such event, and the Corporation will
then provide a claimant's statement form for completion which should be
returned to the Corporation, together with an official death
certificate, if applicable before Plan benefits may be paid.
Within ninety (90) days after receipt of an application for benefits,
the Corporation shall notify the applicant of its decision with respect
to the payment of benefits under the Plan. If special circumstances
require an extension of time, the Corporation shall notify the
applicant of such circumstances within ninety days after receipt of the
application, and the Corporation shall thereafter notify the applicant
of its decision within 180 days after receipt of the application. If
the application is denied in whole or in part, the Corporation's notice
of denial shall be in writing and shall state:
(a) the specific reasons for denial with specific reference to
pertinent Plan provisions upon which the denial was based;
(b) a description of any additional materials or information
necessary for the applicant to perfect his or her claim and an
explanation of why the materials or information are necessary;
and
(c) an explanation of the Plan's claim review procedure.
During the sixty-day period following an applicant's receipt of a
notice of denial of his or her application for benefits, the applicant
or his or her duly authorized representative may review pertinent
documents and within said sixty (60) day period submit a written
request to the Corporation for review of the denial.
An applicant submitting a request for review shall be allowed to submit
questions and comments in writing to the Corporation. The Corporation
shall afford an applicant who requests a hearing a full and fair review
of the decision denying the application and may, in its sole
discretion, hold a hearing to review any or all issues raised by the
applicant, which hearing shall take place within thirty (30) days of
the date of the applicant's request. Within sixty (60) days after
receipt of the request for review, the Corporation shall issue a
written decision to the applicant. If special circumstances, such as
the need to hold a hearing, require an extension of time, the
Corporation shall issue a written decision no later than 120 days after
receipt of the request for review. The Corporation's decision shall
include specific reasons for the decision, written in a manner
calculated to be understood by the applicant, and contain specific
references to pertinent Plan provisions upon which the decision is
based.
5.7 NO TRUST: For tax purposes and for purposes of Title I of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), this Plan
is intended to qualify as an unfunded plan maintained primarily for the
purpose of providing deferred compensation for a select group of
management, highly compensated employees, or directors, and shall be
interpreted accordingly.
<PAGE> 11
No action by the Corporation or its Board of Directors under this Plan
shall be construed as creating a trust, escrow or other secured or
segregated fund or other fiduciary relationship of any kind in favor of
any Participant or Beneficiary or any other persons otherwise entitled
to benefits under the Plan. The status of the Participant and any
Beneficiary with respect to any liabilities assumed by the Corporation
hereunder shall be solely that of unsecured creditors of the
Corporation. The Plan constitutes a mere promise by the Corporation to
make benefit payments in the future. Any insurance policy or any other
asset acquired or held by the Corporation in connection with
liabilities assumed by it hereunder, shall not be deemed to be held
under any trust, escrow or other secured or segregated fund or other
fiduciary relationship of any kind for the benefit of the Participant
or Beneficiary or to be security for the performance of the obligations
of the Corporation, but shall be, and remain a general, unpledged,
unrestricted asset of the Corporation at all times subject to the
claims of general creditors of the Corporation. Notwithstanding the
foregoing, the Corporation may transfer some or all of the assets
attributable to this Plan, including any insurance policies to a
grantor trust of the type known as a "Rabbi Trust" with the Corporation
as grantor and owner of such trust.
5.8 PLAN ADMINISTRATION: The Plan shall be administered by the Committee.
The Committee shall have the exclusive authority, discretion, and
responsibility for all matters in connection with the operation and
administration of the Plan. The Committee's powers and duties shall
include, but not be limited to, the following: (a) responsibility for
the compilation and maintenance of all records necessary in connection
with the Plan; (b) authorizing the payment of all benefits under and
expenses of the Plan; (c) authority to engage such legal, accounting
and other professional services as it may deem proper; (d)
discretionary authority to interpret the Plan; and (e) discretionary
authority to determine eligibility for benefits under the Plan and to
resolve all issues of fact and law in connection with such
determination. Decisions by the Committee shall be final and binding
upon all parties.
The Committee, from time to time, may allocate to other persons or
organizations any of its rights, powers, and duties with respect to the
operation and administration of the Plan. Any such allocation shall be
reviewed from time to time by the Committee; shall, unless the
Committee specifies otherwise, carry such discretionary authority as
the Committee possesses regarding the matter; and shall be terminable
upon such notice as the Committee in its sole discretion, deems
reasonable and prudent under the circumstances.
5.9 SATISFACTION OF CLAIMS: Any payment to a Participant or Beneficiary or
the legal representative of either, in accordance with the terms of
this Plan shall to the extent thereof be in full satisfaction of all
claims such person may have against the Corporation. The Corporation
may require such payee, as a condition to such payment, to execute a
receipt and release therefore in such form as shall be determined by
the Corporation.
5.10 GOVERNING LAW: The Plan shall be construed, administered, and governed
in all respects in accordance with the laws of the State of California
to the extent not preempted by ERISA or other federal law(s).
5.11 GENDER AND NUMBER: Words used herein in the masculine, feminine or
neuter gender shall be construed as though they were also used in
another gender in all cases where they would so apply. Words used
herein in the singular or plural form shall be construed as though they
were also used in the other form in all cases where they would so
apply.
<PAGE> 12
5.12 SEVERABILITY: In the event that a court of competent jurisdiction
determines that any provision of the Plan is in violation of any
statute or public policy, only those provisions of the Plan that
violate such statute or public policy shall be stricken. All provisions
of the Plan that do not violate any statute or public policy shall
continue in full force and effect. Further, any court order striking
any provision of the Plan shall modify the stricken terms as narrowly
as possible to give as much effect as possible to the intentions of the
Corporation in establishing the Plan.
5.13 TAXATION: If the Internal Revenue Service finds that the Compensation
intended to be deferred for Federal income tax purposes pursuant to the
Plan is immediately taxable to a Participant for Federal income tax
purposes, the Corporation may, but shall not be required to, amend the
Plan to comply with the Internal Revenue Service requirements necessary
to achieve the desired Federal income tax benefits relating to the
Plan. Notwithstanding the foregoing, each Participant agrees to be
liable for any tax that may be imposed by the Internal Revenue Service
or any other taxing entity with respect to any benefits provided to or
on behalf of such Participant or Beneficiary pursuant to the Plan
(including, without limitation, any and all withholding taxes),
irrespective of whether such tax consequences were intended pursuant to
the Plan. In the event amounts of Compensation otherwise intended to be
deferred under the Plan result in immediate taxation to the Participant
for Federal income tax purposes, and the Plan is not amended to achieve
the intended deferral, then the Committee may, at its sole discretion,
provide for a distribution of that portion of the value of a
Participant's Account Balance subject to such taxation. Participant
further agrees that the Corporation may withhold any portion of the
Participant's Termination or Death Benefit to pay for such taxes as
required under law at the time of distribution.
Furthermore, if payroll taxes are required to be withheld on deferred
amounts before the time of payment, the Corporation may withhold such
taxes from any other Compensation paid to the Participant.
5.14 INDEMNIFICATION: The Corporation agrees to and shall indemnify and hold
harmless each Indemnified Person (as hereinafter defined) from and
against all claims, losses, damages, causes of action, suits, and
liability of every kind, including all expenses of litigation, court
costs and reasonable attorney's fees, incurred in connection with the
Plan. "Indemnified Person" shall mean each director, officer, Committee
member, or employee of the Corporation acting as a fiduciary of the
Plan. Such indemnity shall apply regardless of whether the claims,
losses, damages, causes of action, suits or liabilities arise in whole
or in part from the negligence or fault on the part of the Indemnified
Person, except to the extent there has been a final adjudication by a
court or other tribunal of competent jurisdiction that the claim or
liability is the result of gross negligence or intentional or willful
misconduct of the Indemnified Person.
5.15 OTHER BENEFITS: Deferrals by the Participant shall be given effect
under the Corporation's other benefits plans and/or whenever the
Corporation is required to verify the employment of a Participant, as
follows:
(a) deferrals shall be considered for purposes of determining the
Participant's total income when verifying a Participant's
employment for credit grantors, credit reporting agencies, in
response to legal process and/or to other authorized persons
or entities;
<PAGE> 13
(b) where permitted by the terms of the applicable plan, and
subject to applicable law, amounts deferred under the Plan
shall be taken into account for purposes of determining
amounts to be paid to the Participant under any insurance or
salary continuation or replacement plan maintained by the
Corporation;
(c) except where specifically excluded by the terms of such plans
or agreements, deferrals of base salary and other amounts
under the Plan shall be taken into account by the Corporation
when determining a Participant's compensation in connection
with determining eligibility for bonus, incentive or severance
pay plans maintained by the Corporation;
(d) amounts deferred under the Plan shall not be treated as
compensation for purposes of determining the amount of a
Participant's deferrals under any qualified pension plan of
the Corporation.
5.16 ARBITRATION: Arbitration shall be the exclusive remedy for resolving
any dispute or controversy between the Corporation and any employee,
Participant, or Beneficiary, including but not limited to, any dispute
regarding an employee's status as a Participant, a Participant's
employment or the termination of a Participant's employment or any
dispute regarding the application, interpretation or validity of this
Plan not otherwise resolved through the claims procedure set forth in
Section 5.6. Such arbitration shall be conducted in accordance with the
then most applicable rules of the American Arbitration Association. The
arbitrator shall be empowered to grant only such relief as would be
available in a court of law. In the event of any conflict between this
Agreement and the rules of the American Arbitration Association, the
provisions of the Agreement shall be determinative. If the parties are
unable to agree upon an arbitrator, they shall select a single
arbitrator from a list designated by the office of the American
Arbitration Association having responsibility for the city in which the
employee, Participant, or Beneficiary last resided while employed by
the Corporation of seven arbitrators, all of whom shall be retired
judges who are actively involved in hearing private cases or members of
the National Academy of Arbitrators. If the parties are unable to agree
upon an arbitrator from such list, they shall each strike names
alternatively from the list, with the first to strike being determined
by lot. After each party has used three strikes, the remaining name on
the list shall be the arbitrator. The fees and expenses of the
arbitrator shall initially be borne equally by the parties; provided,
however, that each party shall initially be responsible for the fees
and expenses of its own representatives and witnesses. If the parties
cannot agree upon a location for the arbitration, the arbitrator shall
determine the location. Judgment may be entered on the award of the
arbitrator in any court having jurisdiction. The prevailing party in
the arbitration proceeding as determined by the arbitrator, and in any
enforcement or other court proceedings, shall be entitled, to the
extent provided by law, to reimbursement from the other party for all
of the prevailing party's costs (including but not limited to the
arbitrator's compensation), expenses and reasonable attorney's fees.
ACKNOWLEDGED:
Bell Industries, Inc. Date
By:________________________________________________ ____________
<PAGE> 1
EXHIBIT 5
August 28, 1997
Bell Industries, Inc.
2201 E. El Segundo Boulevard
El Segundo, California 90245
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by you with the Securities and Exchange
Commission in connection with the registration of $10 million in obligations
(the "Obligations") pursuant to the terms of the Bell Industries, Inc. Deferred
Compensation Plan (the "Deferred Compensation Plan") of Bell Industries, Inc., a
California corporation (the "Company"). As your counsel in connection with this
transaction, we have examined the proceedings proposed to be taken in connection
with the Deferred Compensation Plan and the issuance of the Obligations pursuant
thereto and such other matters and documents as we have deemed necessary or
relevant as a basis for this opinion.
Based on these examinations, it is our opinion that upon completion of
the proceedings being taken or which we, as your counsel, contemplate will be
taken prior to the issuance of the Obligations, such Obligations, when issued in
the manner referred to in the Registration Statement and the Deferred
Compensation Plan, will be duly authorized, legally and validly issued and
binding obligations of the Company.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Irell & Manella
Irell & Manella LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 4, 1997 appearing on page 12
of Bell Industries, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1996.
PRICE WATERHOUSE LLP
/s/PRICE WATERHOUSE LLP
Los Angeles, California
August 28, 1997
