WYLE ELECTRONICS
INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT is dated as of the __ day of __________
19__, between Wyle Electronics, a California corporation (the
"Corporation"), and _______________ (the "Employee").
W I T N E S S E T H
WHEREAS, the Corporation has adopted and the share-
holders of the Corporation have approved the Wyle Electronics
1995 Stock Incentive Plan (the "Plan").
WHEREAS, pursuant to Article 2 of the Plan, the
Committee has granted an option to the Employee upon the terms
and conditions evidenced hereby, as required by the Plan, which
option is intended as and shall be deemed to be an incentive
stock option within the meaning of Section 422 of the Code.
NOW, THEREFORE, in consideration of the services
rendered and to be rendered by the Employee, the Corporation and
the Employee agree to the terms and conditions set forth herein
(including the terms and conditions incorporated by reference
from the Plan).
1. Defined Terms. Capitalized terms not otherwise
defined herein shall have the meaning assigned to such terms in
the Plan.
2. Option Grant. This Agreement evidences the grant
to the Employee, as of _______________, 19__ (the "Award Date"),
of an incentive stock option (the "Option") to purchase an
aggregate of _________ shares of Common Stock under Article 2 of
the Plan, subject to adjustment as provided in or pursuant to the
Plan.
3. Exercise Price. The Option entitles the Employee
to purchase on the terms and conditions set forth herein all or
any part of the Option shares at a price per share of $_________,
which represents the Fair Market Value of a share of Common Stock
on the Award Date.
4. Vesting. Except as provided in the Plan or in any
resolution of the Committee adopted after the date hereof, no
portion of the Option may be exercised until one year after the
Award Date. [ALTERNATIVE: After such date, the Option may be
exercised from time to time up to the total number of shares
subject to the Option (subject to adjustment).] [ALTERATIVE:
After such date, the Option may be exercised in installments as
to 20% of the aggregate number of shares set forth in Section 2
hereof (subject to adjustment) on or after the first anniversary
of the Award Date and as to an additional 20% of the aggregate
number of such shares (subject to adjustment) on or after each of
the second, third, fourth and fifth anniversaries of the Award
Date.] If the Employee does not, in any given year, purchase all
of the shares which he or she is entitled to purchase, the
Employee's right to purchase any shares not so purchased shall
continue until expiration or termination of the Option.
Fractional share interests shall be disregarded, but may be
cumulated.
5. Option Term. The Option shall terminate on
_________________ (the day before the tenth anniversary of the
Award Date) (the "Expiration Date") unless earlier terminated in
accordance with the Plan.
6. Termination of Employment.
(a) The Option and all other rights hereunder, to the
extent not exercised prior to the date the Employee ceases to be
employed by the Corporation or any Subsidiary, shall terminate on
such date; provided, however, that the Employee may, to the
extent the Option shall have become exercisable prior to such
time as the Employee ceased to be employed by the Corporation or
any Subsidiary, exercise the Option at any time within (i) up to
three months after termination of employment by reason of
retirement under the provisions of any retirement plan of the
Corporation then in effect, unless such period is extended by the
Committee pursuant to Section 6.3 of the Plan; or (ii) up to 12
months after the Employee's death or Total Disability, if the
Employee dies or becomes Totally Disabled while in the employ of
the Corporation. The Committee shall have the authority to
provide (at the time of termination) in the event of cessation of
employment, voluntary or involuntary and with or without cause,
that the exercise of the Option may be permitted up to any later
date (but not beyond the Expiration Date) to the extent the
Option is exercisable on the date of cessation of employment.
A leave of absence approved in writing by the Committee shall
not be deemed a termination of employment for purposes of this
section, but no Option may be exercised during any such leave of
absence, except during the first three months thereof. Unless
sooner terminated pursuant to the Plan or extended by the
Committee pursuant to Section 6.3 of the Plan, the Option shall
expire at the end of the applicable period specified in clauses
(i) or (ii) above, to the extent not exercised within that
period.
(b) Notwithstanding the foregoing, the Option will
cease to be an incentive stock option and will be treated for tax
purposes as a nonqualified stock option unless the Option is
exercised prior to (i) three months after the Employee's
termination of employment for any reason other than death or
Total Disability, (ii) one year after the Employee's termination
of employment, if such termination is by reason of Total
Disability or if the Employee's Total Disability occurs within
the three-month period following termination of employment, or
(3) the Expiration Date, if the Employee's termination of
employment is by reason of death or if the Employee dies within
the three-month period following termination of employment. In
no event may the Option be exercised by any person after the
Expiration Date.
7. Method of Exercise. The Option shall be exercised
by the Employee's delivery to the Corporation of a written notice
stating the number of shares to be purchased pursuant to the
Option and accompanied by payment made in accordance with and in
the forms described in Section 2.2 of the Plan for the full
purchase price of the shares to be purchased, subject to such
limitations and rules or procedures as the Committee may from
time to time establish as to non-cash payment and, if then
applicable, to the tax withholding requirements of Section 6.5 of
the Plan. To the extent the Committee has not established rules
and procedures with respect to non-cash payments for shares, the
Employee may only deliver shares of Common Stock or pay with
notes pursuant to Section 2.2 of the Plan, with the prior
approval of the Committee.
8. Limitations on Incentive Stock Options. In the
event that the Employee is granted incentive stock options
(whether under this Agreement or any other incentive stock option
agreement) and the aggregate fair market value (determined as of
the date of grant of each option) of the Common Stock with
respect to which such options are first exercisable in any
calendar year exceeds $100,000, the most recently granted options
shall be treated as nonqualified stock options to the extent of
the excess. In addition, in the case of simultaneously granted
options, the Corporation may, in the manner and to the extent
permitted by law, designate which shares are to be treated as
stock acquired pursuant to the exercise of an incentive stock
option.
9. Non-Transferability of Option. The Option and any
other rights of the Employee under this Agreement and the Plan
are nontransferable as provided in Section 1.8 of the Plan.
10. Adjustments upon Specified Changes. As set forth
in Section 6.2 of the Plan, upon the occurrence of certain events
relating to the Corporation's stock, including, without
limitation, merger, reorganizations and recapitalizations, the
Committee has the discretion to make adjustments in the number
and kind of shares that may be issuable under, or in the
consideration payable with respect to, the Option.
11. Notices. Any notice to be given to the
Corporation under the terms of this Agreement shall be in writing
and addressed to the Corporation at its principal office located
at 00000 Xxxxxxxx Xxxxxxx, Xxxxxx, Xxxxxxxxxx 00000, to the
attention of the Corporate Secretary, and any notice to be given
to the Employee shall be addressed to him or her at the address
given beneath the Employee's signature hereto or at such other
address as either party may hereafter designate in writing to the
other party.
12. Tax Withholding. The provisions of Section 6.5 of
the Plan shall govern any withholding of taxes that the Company
is required to make with respect to the exercise of the Option.
13. Notice of Disposition. The Employee agrees to
notify the Corporation of any sale or other disposition of any
shares of Common Stock received upon exercise of the Option if
such sale or disposition occurs within two years after the Award
Date or within one year after the date of exercise of the Option.
14. Amendment, Termination and Suspension. The
amendment, termination and suspension of the Plan shall be
governed by Section 6.6 of the Plan. The Committee with the
consent of the Employee may make such modifications of the terms
and conditions of the Option as the Committee shall deem
advisable, including, without limitation, those adjustments
described in Section 6.6(d) of the Plan.
15. General Terms. The Option and this Agreement are
subject to, and the Corporation and the Employee agree to be
bound by, the provisions of the Plan that apply to the Option,
including but not limited to Articles I, II, VI and VII. Such
provisions are incorporated herein by this reference. The
Employee acknowledges receiving a copy of the Plan and reading
its applicable provisions. Provisions of the Plan that grant
discretionary authority to the Committee shall not create any
rights in the Employee, unless such rights are expressly set
forth herein.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.
WYLE ELECTRONICS
By: _________________________
Title: ______________________
EMPLOYEE
_____________________________
(Signature)
_____________________________
(Print Name)
_____________________________
(Address)
_____________________________
(City, State, Zip Code)
_____________________________
(Social Security Number)
CONSENT OF SPOUSE
In consideration of the execution of the foregoing
Incentive Stock Option Agreement by Wyle Electronics, I,
________________________________, the spouse of the Employee
herein named, do hereby join with my spouse in executing the
foregoing Incentive Stock Option Agreement and do hereby agree
to be bound by all of the terms and provisions thereof and of
the Plan.
DATED: ______________, 19__. _____________________________
Signature of Spouse
