COMPUTER PRODUCTS, INC.
1990 OUTSIDE DIRECTORS STOCK OPTION PLAN
(RESTATED AS OF JANUARY 25, 1996)
ARTICLE I
DEFINITIONS
As used herein, the following terms have the meanings hereinafter set forth
unless the context clearly indicates to the contrary:
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Company" shall mean Computer Products, Inc.
(c) "Compensation" shall mean, for any Eligible Director, the amount of
cash actually paid to such Director as compensation for his or her service on
the Board and any committees thereof including, without limitation, all amounts
paid to such Director in connection with his or her attendance at any meetings
of the Board or committees thereof.
(d) "Date of Grant" shall mean the date an Eligible Director is initially
elected to the Board of Directors and each date after the Effective Date of the
Plan on which the Stockholders of the Company shall elect directors at an Annual
Meeting of such Stockholders or any adjournment thereof.
(e) "Deemed Value" shall mean, with respect to each share of Stock owned
by an Eligible Director on any Date of Grant, the Fair Market Value of a share
of Stock on the last day of the fiscal year of the Company immediately preceding
such Date of Grant.
(f) "Effective Date of the Plan" shall mean the original date of adoption
by the stockholders of the Company.
(g) "Eligible Director" shall mean any Director of the Company who is not
an employee of the Company or its subsidiaries.
(h) "Fair Market Value" shall mean the closing sales price, or the mean
between the closing high "bid" and low "asked" prices, as the case may be, of
the Stock in the over-the-counter market on the day on which such value is to be
determined, as reported by the National Association of Securities Dealers
Automated Quotation System or successor national quotation service. If the
Stock is listed on a national securities exchange, "Fair Market Value" shall
mean the closing price of the Stock on such national securities exchange on the
day on which such value is to be determined, as reported in the composite
quotations for securities traded on such exchange provided by the National
Association of Securities Dealers or successor national quotation service. In
the event no such quotations are available for the day in question, "Fair Market
Value" shall be determined by reference to the appropriate prices on the next
preceding day for which such prices are reported.
(i) "Option" shall mean an Eligible Director's stock option to purchase
Stock granted pursuant to the provisions of Article V hereof.
(j) "Optionee" shall mean an Eligible Director to whom an Option has been
granted hereunder.
(k) "Option Price" shall mean the price at which an Optionee may purchase
a share of Stock under a Stock Option Agreement.
(l) "Plan" shall mean the Computer Products, Inc. 1990 Outside Directors
Stock Option Plan, the terms of which are set forth herein.
(m) "Stock" shall mean the common stock, par value $.01 per share, of the
Company or, in the event that the outstanding shares of Stock are hereafter
changed into or exchanged for different stock or securities of the Company or
some other corporation, such other stock or securities.
(n) "Stock Option Agreement" shall mean an agreement between the Company
and the Optionee under which the Optionee may purchase Stock in accordance with
the Plan.
ARTICLE II
THE PLAN
2.1 Name. This Plan shall be known as the "Computer Products, Inc. 1990
Outside Directors Stock Option Plan."
2.2 Purpose. The purpose of the Plan is to advance the interests of the
Company and its Stockholders by affording Eligible Directors of the Company an
opportunity to acquire or increase their proprietary interests in the Company,
and thereby to encourage their continued service as directors and to provide
them additional incentives to achieve the growth objectives of the Company.
2.3 Effective Date. The Effective Date of the Plan is the date of
adoption by the stockholders of the Company.
2.4 Termination Date. The Plan shall terminate and no further Options
shall be granted hereunder upon the tenth anniversary of the Effective Date of
the Plan.
ARTICLE III
PARTICIPANTS
Each Eligible Director shall participate in the Plan, provided that he is
elected to a regular term as such a member at an Annual Meeting of Stockholders,
or any adjournment thereof.
ARTICLE IV
SHARES OF STOCK SUBJECT TO PLAN
4.1 Limitations. Subject to any antidilution adjustment pursuant to the
provisions of Section 4.2 hereof, the maximum number of shares of Stock which
may be issued and sold hereunder shall not exceed 500,000 shares of Stock.
Shares of Stock subject to an Option may be either authorized and unissued
shares or shares issued and later acquired by the Company; provided however, the
shares of Stock with respect to which an Option has been exercised shall not
again be available for Option hereunder. If outstanding Options granted
hereunder shall terminate or expire for any reason without being wholly
exercised prior to the end of the period during which Options may be granted
hereunder, new Options may be granted hereunder covering such unexercised
shares.
4.2 Antidilution. In the event that the outstanding shares of Stock are
changed into or exchanged for a different number or kind of shares or other
securities of the Company or of another corporation by reason of merger, con-
solidation, reorganization, recapitalization, reclassification, combination of
shares, stock splitup or stock dividend:
(a) The aggregate number and kind of shares of Stock for which Options may
be granted hereunder shall be adjusted appropriately;
(b) The rights under outstanding Options granted hereunder, both as to the
number of subject shares and the Option price, shall be adjusted
appropriately; and
(c) Where dissolution or liquidation of the Company or any merger or
combination in which the Company is not a surviving corporation is
involved, each outstanding Option granted hereunder shall terminate, but
the Optionee shall have the right, immediately prior to such dissolution,
liquidation, merger or combination, to exercise his Option, in whole or in
part, to the extent that it shall not have been exercised, without regard
to the date on which such Option would otherwise have become exercisable
pursuant to Sections 5.4 and 5.5.
The foregoing adjustments and the manner of application thereof shall be
determined solely by the Board, and any such adjustment may provide for the
elimination of fractional share interests. The adjustments required under this
Article shall apply to any successor or successors of the Company and shall be
made regardless of the number or type of successive events requiring adjustments
hereunder.
ARTICLE V
OPTIONS
5.1 Option Grant, Number of Shares and Agreement.
(a) Subject to the provisions of Section 5.1(b) hereof, each Eligible
Director shall automatically be granted an Option to purchase Ten Thousand
(10,000) shares Stock on each Date of Grant. Each Option so granted shall be
evidenced by a written Stock Option Agreement, dated as of the Date of Grant and
executed by the Company and the Optionee, stating the Option's duration, time of
exercise, and exercise price. The terms and conditions of the Option shall be
consistent with the Plan.
(b) Notwithstanding the provisions of Section 5.1(a) hereof, an Eligible
Director shall not be entitled to receive a grant of an Option on any Date of
Grant unless the Deemed Value of all shares of Stock owned by such Eligible
Director on such Date of Grant shall be no less than three hundred percent
(300%) of (i) such Director's Compensation during the preceding fiscal year of
the Company or (ii) if such Director has not previously served, or served for
less than a full fiscal year, the average of all other Eligible Directors'
Compensation during the preceding fiscal year of the Company. An Eligible
Director, who shall not be entitled to receive a grant of an Option on any
particular Date of Grant as a result of the limitation set forth in this Section
5.1(b), shall not be precluded from receiving a grant of an option pursuant to
Section 5.1(a) hereof on any subsequent Dates of Grant on which the limitation
set forth herein shall be satisfied.
5.2 Option Price. The Option Price of the Stock subject to each Option
shall be the Fair Market Value of the Stock on its Date of Grant.
5.3 Exercise Period. The period for the exercise of each Option shall
expire on the tenth anniversary of the Date of Grant.
5.4 Option Exercise.
(a) Any Option granted under the Plan shall only become exercisable in
full on the first anniversary of the Date of Grant, provided that the Eligible
Director has not voluntarily resigned, or been removed "for cause", as a member
of the Board of Directors on or prior to the first anniversary of the Date of
Grant. An Option shall remain exercisable after its exercise date at all times
during the Exercise Period, regardless of whether the Optionee thereafter
continues to serve as a member of the Board.
(b) An Option may be exercised at any time or from time to time during the
term of the Option as to any or all full shares which have become exercisable in
accordance with this Section, but not as to less than 25 shares of Stock unless
the remaining shares of Stock that are so exercisable are less than 25 shares of
Stock. The Option price is to be paid in full in cash upon the exercise of the
Option. The holder of an Option shall not have any of the rights of a
Stockholder with respect to the shares of Stock subject to the Option until such
shares of Stock have been issued or transferred to him upon the exercise of his
Option.
(c) An Option shall be exercised by written notice of exercise of the
Option, with respect to a specified number of shares of Stock, delivered to the
Company at its principal office, and by cash payment to the Company at said
office of the full amount of the Option price for such number of shares. In
addition to, and prior to the issuance of a certificate for shares pursuant to
any Option exercise, the Optionee shall pay to the Company in cash the full
amount of any federal and state withholding or other employment taxes applicable
to the taxable income of such Optionee resulting from such exercise.
5.5 Nontransferability of Option. Options may not be transferred by an
Optionee otherwise than by will or the laws of descent and distribution. During
the lifetime of an Optionee, his Option may be exercised only by him (or by his
guardian or legal representative, should one be appointed). In the event of the
death of an Optionee, any Option held by him may be exercised by his legatee(s)
or other distributee(s) or by his personal representative.
ARTICLE VI
STOCK CERTIFICATES
The Company shall not be required to issue or deliver any certificate for
shares of Stock purchased upon the exercise of any Option granted hereunder or
any portion thereof unless, in the opinion of counsel to the Corporation, there
has been compliance with all applicable legal requirements. An Option granted
under the Plan may provide that the Company's obligation to deliver shares of
Stock upon the exercise thereof may be conditioned upon the receipt by the
Company of a representation as to the investment intention of the holder thereof
in such form as the Company shall determine to be necessary or advisable solely
to comply with the provisions of the Securities Act of 1933, as amended, or any
other federal, state or local securities laws.
ARTICLE VII
TERMINATION, AMENDMENT AND MODIFICATION OF PLAN
The Board may at any time terminate the Plan, and may at any time and from
time to time and, in any respect amend or modify the Plan. Notwithstanding the
foregoing, the provisions of Section 5.1 of this Plan may not be amended more
than once every six months, other than to comport with changes in the Internal
Revenue Code of 1986, as amended, the Employee Retirement Income Security Act of
1974, as amended, or the rules thereunder.
ARTICLE VIII
RELATIONSHIP TO OTHER COMPENSATION PLANS
The adoption of the Plan shall neither affect any other stock option,
incentive or other compensation plans in effect for the Company or any of its
subsidiaries, nor shall the adoption of the Plan preclude the Company from
establishing any other forms of incentive or other compensation plan for
directors of the Company.
ARTICLE IX
MISCELLANEOUS
9.1 Plan Binding on Successors. The Plan shall be binding upon the
successors and assigns of the Company.
9.2 Singular, Plural; Gender. Whenever used herein, nouns in the singular
shall include the plural, and the masculine pronoun shall include the feminine
gender.
9.3 Headings, etc., No Part of Plan. Headings of articles and paragraphs
hereof are inserted for convenience and reference, and do not constitute a part
of the Plan.