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