SECOND AMENDED AND RESTATED
CAMPO ELECTRONICS, APPLIANCES AND COMPUTERS, INC.
1992 STOCK INCENTIVE PLAN
Section 1. Purpose. The purpose of the Campo Electronics, Appliances
and Computers, Inc. 1992 Stock Incentive Plan (the "Plan") is to increase
shareholder value and to advance the interests of Campo Electronics,
Appliances and Computers, Inc. ("Campo") and its subsidiaries
(collectively, the "Company") by granting stock options and restricted
stock (the "Incentives") to key employees of the Company in order to
attract, retain and motivate these employees. The Board of Directors of
Campo hereby approves and adopts the Plan, subject to approval of the
shareholders of Campo.
Section 2. Administration.
Section 2.1 Composition. The Plan shall be administered by the
Compensation Committee (the "Committee") of the Board of Directors of
Campo. The Committee shall consist of not fewer than two members of
the Board of Directors, all of whom shall, to the extent required,
qualify to administer the Plan under Rule 16b-3 under the Securities
Exchange Act of 1934 (the "Exchange Act") as currently in effect or
any successor rule.
Section 2.2 Authority. The Committee shall have plenary
authority to award Incentives under the Plan, to set the terms of such
Incentives, to interpret the Plan, to establish any rules or
regulations relating to the Plan that it determines to be appropriate,
and to make any other determination that it believes necessary or
advisable for the proper administration of the Plan. Its decisions in
matters relating to the Plan shall be final and conclusive on the
Company and participants.
Section 3. Eligible Participants. Key employees of the Company
(including officers and directors, but excluding directors who are not also
full-time employees of the Company) who, in the opinion of the Committee
have significant responsibility for the continued growth, development and
financial success of the Company shall become eligible to receive
Incentives under the Plan when designated by the Committee. Participants
may be designated individually or by groups or categories as the Committee
deems appropriate.
Section 4. Types of Incentives. Incentives under the Plan may be
granted in any one or a combination of the following forms: (a) incentive
stock options or non-qualified stock options and (b) shares of restricted
stock.
Section 5. Shares Subject to the Plan.
Section 5.1 Number of Shares. Subject to adjustment as
provided in Section 8.5, a total of 550,000 shares of Campo common
stock, $.10 par value per share (the "Common Stock"), may be issued
under the Plan. Incentives with respect to no more than 200,000
shares of Common Stock may be granted under the Plan to a single
participant in any calendar year.
Section 5.2 Calculation of Shares Available for Issuance and
Cancellation of Options. If a stock option granted hereunder expires
or is terminated or cancelled as to any shares of Common Stock, such
shares may again be issued under the Plan either pursuant to stock
options or as restricted stock. If shares of Common Stock are issued
as restricted stock and thereafter are forfeited or reacquired by the
Company pursuant to rights reserved upon issuance thereof, such
forfeited and reacquired shares may again be issued under the Plan,
either as restricted stock or pursuant to a stock option, if such
issuance does not result in a violation of Rule 16b-3 under the
Exchange Act or any successor rule. Shares of Common Stock otherwise
issuable under the Plan and used for the payment of withholding taxes
shall again be available for issuance under the Plan. Shares of
Common Stock delivered to pay the exercise price of stock options
shall be added to the number of shares available for issuance through
the Plan. The Committee may also determine to cancel, and agree to
the cancellation of, stock options in order to grant new stock options
to the same participant at a lower price than the options to be
cancelled.
Section 5.3 Type of Common Stock. Common Stock issued under
the Plan in connection with Incentives may be authorized and unissued
shares or issued shares held as treasury shares.
Section 5.4 Reinvestment of Dividends. Shares of Common Stock
that are delivered to a participant in the Plan as a result of the
reinvestment of dividends in conjunction with restricted stock shall
be applied against the maximum number of shares provided in Section
5.1.
Section 6. Stock Options. A stock option is a right to purchase
shares of Common Stock from the Company. Stock options granted under this
Plan may be incentive stock options or non-qualified stock options. Any
option that is designated as a non-qualified stock option shall not be
treated as an incentive stock option. Each stock option granted by the
Committee under the Plan shall be subject to the following terms and
conditions:
Section 6.1 Price. The option price per share shall be
determined by the Committee, subject to adjustment under Section 8.5;
provided that in no event shall the option price be less than the Fair
Market Value (as defined in Section 8.11) of a share of Common Stock
on the date of grant.
Section 6.2 Number. The number of shares of Common Stock
subject to the option shall be determined by the Committee, subject to
adjustment as provided in Section 8.5.
Section 6.3 Duration and Time for Exercise. The term of each
option shall be determined by the Committee. Each option shall become
exercisable at such time or times during its term as shall be
determined by the Committee and as provided in Section 8.10; provided,
however, that, except as provided in Section 8.10, no stock option
granted to an officer or director of Campo who is subject to Section
16 of the Exchange Act (an "Insider") shall be exercisable within the
six month period immediately following the date of grant and, unless
otherwise provided in the stock option agreement and unless the
options are incentive stock options, with respect to which other
restrictions apply, all stock options shall expire (a) 12 months from
the date of termination of employment as the result of death or
disability, (b) six months and one day after termination of employment
as a result of retirement and (c) immediately if employment terminates
for any other reason, including resignation and termination by the
Company. The Committee may in its discretion extend the term of
options which would otherwise expire as a result of resignation or
termination by the Company. The Committee may also impose such terms
and conditions to the exercise of each option as it deems advisable
and may accelerate the exercisability of any outstanding option at any
time in its sole discretion.
Section 6.4 Repurchase. Upon approval of the Committee, the
Company may repurchase a previously granted stock option from a
participant by mutual agreement before such option has been exercised
by payment to the participant of the amount per share by which: (a)
the Fair Market Value of the Common Stock subject to the option on the
date of purchase exceeds (b) the option price.
Section 6.5 Manner of Exercise. A stock option may be
exercised, in whole or in part, by giving written notice to the
Company, specifying the number of shares of Common Stock to be
purchased. The exercise notice shall be accompanied by the full
purchase price for such shares. The option price shall be payable in
United States dollars and may be paid (a) by cash, uncertified or
certified check or bank draft, (b) if the Committee permits, by
delivery of shares of Common Stock held by the optionee for at least
six months in payment of all or any part of the option price, which
shares shall be valued for this purpose at the Fair Market Value on
the date such option is exercised, (c) by delivering a properly
executed exercise notice together with irrevocable instructions to a
broker approved by the Company (with a copy to the Company) to
promptly deliver to the Company the amount of sale or loan proceeds to
pay the exercise price or (d) in such other manner as may be
authorized from time to time by the Committee. Shares of Common Stock
delivered in payment of the exercise price that were acquired upon the
exercise of a stock option are deemed to have been held from the date
of grant of the stock option. In the case of delivery of an
uncertified check or bank draft upon exercise of a stock option, no
shares shall be issued until the check or draft has been paid in full.
Prior to the issuance of shares of Common Stock upon the exercise of a
stock option, a participant shall have no rights as a stockholder.
Section 6.6 Incentive Stock Options. Notwithstanding anything
in the Plan to the contrary, the following additional provisions shall
apply to the grant of stock options that are intended to qualify as
incentive stock options (as such term is defined in Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"):
(a) Any incentive stock option authorized under the Plan
shall contain such other provisions as the Committee shall deem
advisable, but shall in all events be consistent with and contain
or be deemed to contain all provisions required in order to
qualify the options as incentive stock options;
(b) All incentive stock options must be granted within ten
years from the date on which this Plan was adopted by the Board
of Directors;
(c) Unless sooner exercised, all incentive stock options
shall expire no later than ten years after the date of grant;
(d) No incentive stock option shall be granted to any
participant who, at the time such option is granted, would own
(within the meaning of Section 422 of the Code) stock possessing
more than 10% of the total combined voting power of all classes
of stock of the employer corporation or of its parent or
subsidiary corporation; and
(e) The aggregate Fair Market Value (determined with respect
to each incentive stock option as of the time such incentive
stock option is granted) of the Common Stock with respect to
which incentive stock options are exercisable for the first time
by a participant during any calendar year (under the Plan or any
other plan of the Company) shall not exceed $100,000. To the
extent that such limitation is exceeded, such options shall not
be treated, for federal income tax purposes, as incentive stock
options.
Section 6.7 Non-Transferability of Options. Options granted
under the Plan shall not be transferred, pledged or assigned by the
holder thereof (except, in the event of the holder's death, by will or
by the laws of descent and distribution), and options may be exercised
during the lifetime of a participant only by the participant or by the
participant's guardian or legal representative. Any attempted
assignment, transfer, pledge, hypothecation or other disposition of an
option, or levy of attachment or similar process upon the option not
specifically permitted herein shall be null and void and without
effect.
Section 7. Restricted Stock
Section 7.1 Grant of Restricted Stock. The Committee may award
shares of restricted stock to such key employees as the Committee
determines to be eligible pursuant to the terms of Section 3. An
award of restricted stock may be subject to the attainment of
specified performance goals or targets, restrictions on transfer,
forfeitability provisions and on such other terms and conditions as
the Committee may determine, subject to the provisions of the Plan.
Section 7.2 Award and Delivery of Restricted Stock. At the time
an award of restricted stock is made, the Committee shall establish a
period of time (the "Restricted Period") applicable to such an award.
Each award of restricted stock may have a different Restricted Period.
The Committee may, in its sole discretion, prescribe conditions for
the lapse of restrictions upon death, disability, retirement or other
termination of employment or for the lapse or termination of
restrictions upon the satisfaction of other conditions in addition to
or other than the expiration of the Restricted Period with respect to
all or any portion of the shares of restricted stock. In addition,
any Insider shall be prohibited from selling shares of restricted
stock for a period of six months from the grant thereof. The
Committee shall have the power to accelerate the expiration of the
Restricted Period with respect to all or any part of the shares
awarded to a participant and the expiration of the Restricted Period
shall automatically occur under the conditions described in Section
8.10 hereof.
Section 7.3 Escrow. In order to enforce the restrictions
imposed by the Committee pursuant to this Section 7, the participant
receiving restricted stock shall enter into an agreement with the
Company setting forth the conditions of the grant. Certificates
representing shares of restricted stock shall be registered in the
name of the participant and deposited with the Company, together with
a stock power endorsed in blank by the participant. Each such
certificate shall bear a legend in substantially the following form:
The transferability of this certificate and the shares of
Common Stock represented by it are subject to the terms and
conditions (including conditions of forfeiture) contained in
the Campo Electronics, Appliances and Computers, Inc.
Amended and Restated 1992 Stock Incentive Plan (the "Plan"),
and an agreement entered into between the registered owner
and Campo Electronics, Appliances and Computers, Inc.
Copies of the Plan and the agreement are on file at the
principal office of the Company.
Section 7.4 Dividends on Restricted Stock. Any and all cash and
stock dividends paid with respect to the shares of restricted stock
shall be subject to any restrictions on transfer, forfeitability
provisions or reinvestment requirements as the Committee may, in its
discretion, determine.
Section 7.5 Forfeiture. Upon the forfeiture of any restricted
stock (including any additional shares of restricted stock that may
result from the reinvestment of cash and stock dividends in accordance
with such rules as the Committee may establish pursuant to Section
7.4), such forfeited shares shall be surrendered. The participants
shall have the same rights and privileges, and be subject to the same
forfeiture provisions with respect to any additional shares received
pursuant to Section 8.5 due to a recapitalization, merger or other
change in capitalization.
Section 7.6 Expiration of Restricted Period. Upon the
expiration or termination of the Restricted Period and the
satisfaction of any other conditions prescribed by the Committee or at
such earlier time as provided for in Section 7.2 and in the restricted
stock agreement, the restrictions applicable to the restricted stock
shall lapse and a stock certificate for the number of shares of
restricted stock with respect to which the restrictions have lapsed
shall be delivered, free of all such restrictions, except any that may
be imposed by law, to the participant or the participant's estate, as
the case may be.
Section 7.7 Rights as a Stockholder. Subject to the terms and
conditions of the Plan and subject to any restrictions on the receipt
of dividends that may be imposed by the Committee, each participant
receiving restricted stock shall have all the rights of a stockholder
with respect to shares of stock during any period in which such shares
are subject to forfeiture and restrictions on transfer, including
without limitation, the right to vote such shares. Unless otherwise
restricted by the Committee, dividends paid in cash or property, other
than Common Stock with respect to shares of restricted stock, shall be
paid to the participant currently.
Section 8. General.
Section 8.1 Duration. The Plan shall remain in effect until
all stock options granted under the Plan have either been satisfied by
the issuance of shares of Common Stock or been terminated under the
terms of the Plan and all restrictions imposed on shares of restricted
stock in connection with their issuance under the Plan have lapsed.
Section 8.2 Effect of Termination of Employment or Death. If a
participant ceases to be an employee of the Company for any reason,
including death, any stock options may be exercised or shall expire as
provided in Section 6.3 hereof and shares of restricted stock shall be
forfeited or restrictions thereon shall lapse at such times as may be
determined by the Committee.
Section 8.3 Legal and Other Requirements. The obligation of
the Company to sell and deliver Common Stock under the Plan shall be
subject to all applicable laws, regulations, rules and approvals,
including, but not by way of limitation, the effectiveness of a
registration statement under the Securities Act of 1933 if deemed
necessary or appropriate by the Company.
Section 8.4 Effective Date. The Plan shall become effective
upon the later of (a) the date of approval of the Plan by Campo's
shareholders or (b) the closing of the sale of Common Stock to the
underwriters of a public offering of the Common Stock registered under
the Securities Act of 1933.
Section 8.5 Adjustment. In the event of any reorganization,
recapitalization, stock dividend, stock split, reverse stock split,
combination of shares or other change in the Common Stock, the number
of shares of Common Stock then subject to the Plan, including
outstanding shares of restricted stock and options shall be adjusted
in proportion to the change in outstanding shares of Common Stock. In
the event of any such adjustments, the exercise price of any option,
the performance objectives of any Incentive, and the number of shares
of Common Stock issuable pursuant to any stock option shall be
adjusted as and to the extent appropriate, in the reasonable
discretion of the Committee, to provide participants with the same
relative rights before and after such adjustment.
Section 8.6 Incentive Agreements. The terms of each Incentive
shall be stated in an agreement approved by the Committee. The
Committee may also determine to enter into agreements with holders of
options to reclassify or convert certain outstanding options, within
the terms of the Plan, as incentive stock options or as non-qualified
stock options with respect to all or part of such options and any
other previously issued options. Notwithstanding anything to the
contrary contained in the Plan, the Company is under no obligation to
grant an Incentive to a participant or continue an Incentive in force
unless the participant executes all appropriate agreements with
respect to such Incentives in such form as the Committee may determine
from time to time.
Section 8.7 Withholding. The Company shall have the right to
withhold from any payments made under the Plan or to collect as a
condition of payment, any taxes required by law to be withheld. At
any time that a participant is required to pay to the Company an
amount required to be withheld under the applicable income tax laws in
connection with the issuance of shares of Common Stock upon exercise
of an option or upon the lapse of restrictions on shares of restricted
stock, the participant may, subject to the Committee's right of
disapproval, satisfy this obligation in whole or in part by electing
(the "Election") to have the Company withhold from the distribution
shares of Common Stock having a value equal to the amount required to
be withheld. The value of the shares to be withheld shall be based on
the Fair Market Value of the Common Stock on the date that the amount
of tax to be withheld shall be determined (the "Tax Date").
Each Election must be made prior to the Tax Date. The Committee
may disapprove of any Election or may suspend or terminate the right
to make Elections. If a participant makes an election under Section
83(b) of the Internal Revenue Code with respect to shares of
restricted stock, an Election is not permitted to be made.
If a participant is an Insider, then an Election is subject to
the following additional restrictions:
(a) No Election shall be effective for a Tax Date that
occurs within six months of the grant of the option or restricted
stock.
(b) The Election must be made either (i) six months prior to
the Tax Date or (ii) during a period beginning on the third
business day following the date of release for publication of the
Company's quarterly or annual summary statements of earnings and
ending on the twelfth business day following such date (a "window
period"). If the Election is made under (b)(ii) hereof and
relates to the exercise of an option, the exercise must also
occur during a window period.
(c) The Election is irrevocable except upon six months'
advance written notice to the Company.
Section 8.8 No Continued Employment. No participant in the
Plan shall have any right, because of his or her participation, to
continue in the employ of the Company for any period of time or to any
right to continue his or her present or any other rate of
compensation.
Section 8.9 Amendment of the Plan. The Board may amend or
discontinue the Plan at any time; provided, however, that no such
amendment or discontinuance shall change or impair, without the
consent of the recipient, an Incentive previously granted and; further
provided that if any such amendment requires shareholder approval to
meet the requirements of Rule 16b-3 under the Exchange Act or any
successor rule such amendment shall be subject to the approval of the
shareholders of Campo.
Section 8.10 Immediate Acceleration of Incentives.
Notwithstanding any provision in this Plan or in any Incentive
Agreement to the contrary, the Committee, in its sole discretion shall
have the power to cause at any time (a) the restrictions on all shares
of restricted stock awarded to lapse immediately and (b) all
outstanding options to become exercisable immediately.
Section 8.11 Definition of Fair Market Value. "Fair Market
Value" of the Common Stock on any date shall be deemed to be the final
closing sale price per share of Common Stock on the trading day
immediately prior to such date. If the Common Stock is listed upon an
established stock exchange or exchanges or any automated quotation
system that provides sale quotations, such Fair Market Value shall be
deemed to be the closing price of the Common Stock on such exchange or
quotation system, or if no sale of the Common Stock shall have been
made on that day, on the next preceding day on which there was a sale
of such stock. If the Common Stock is not listed on any exchange or
quotation system, but bid and asked prices are quoted and published,
such Fair Market Value shall be the mean between the quoted bid and
asked price on the day the option is granted, and if bid and asked
quotations are not available on such day, on the latest preceding day
on which such prices were available. If the Common Stock is not
actively traded, or quoted, such Fair Market Value shall be
established by the Committee based upon a good faith effort to value
the Common Stock.
Section 8.12 Compliance with Section 16. With respect to
persons subject to Section 16 of the Exchange Act, transactions under
the Plan are intended to comply with all applicable conditions of Rule
16b-3 or its successors under the Exchange Act. To the extent any
provision of the Plan or action by the Committee is deemed not to
comply with any applicable condition of Rule 16b-3, it shall be deemed
null and void to the extent permitted by law and deemed advisable by
the Committee.
Section 8.13 Tax Benefits Rights. The Committee may grant a
tax benefit right ("TBR") to a participant in the Plan on such terms
as the Committee in its discretion shall determine. A TBR may be
granted only with respect to an Incentive granted under the Plan and
may be granted concurrently with or after the grant of the Incentive.
A TBR shall entitle a participant to receive from the Company an
amount in cash not to exceed the product of the ordinary income, if
any, which the participant may realize as the result of the exercise
of an option or the grant or vesting of restricted stock (including
any income realized as a result of the related TBR) multiplied by the
then applicable highest stated federal and state income tax rate for
individuals. The Committee shall determine all terms and provisions
of the TBR granted hereunder.
Section 8.14 Change of Control. (a) Notwithstanding anything to
the contrary in the Plan or any related Incentive Agreement, if
(1) Campo shall not be the surviving entity in any merger,
consolidation or other reorganization (or survives only as a
subsidiary of an entity other than a previously wholly-owned
subsidiary of Campo),
(2) Campo sells, leases or exchanges all or substantially
all of its assets to any other person or entity (other than a
wholly-owned subsidiary of Campo),
(3) Campo is to be dissolved or liquidated,
(4) any person or entity, including a "group" as
contemplated by Section 13(d)(3) of the Exchange Act, other than
an employee benefit plan of the Company or a related trust,
acquires or gains ownership or control (including, without
limitation, power to vote) of more than 30% of the outstanding
shares of the Common Stock, or
(5) as a result of or in connection with a contested
election of directors, the persons who were directors of Campo
before such election shall cease to constitute a majority of the
Board of Directors of Campo (each such event is referred to
herein as a "Corporate Change"),
then upon the approval by the Board of Directors of Campo of any
Corporate Change of the type described in clause (1), (2) or (3), or
upon a Corporate Change described in clause (4) or (5), all
outstanding options shall automatically become fully exercisable, all
restrictions or limitations on any Incentives shall lapse and all
performance criteria and other conditions relating to the payment of
Incentives shall be deemed to be achieved or waived by the Company,
without the necessity of any action by any person.
(b) In addition, no later than
(i) 30 days after the approval by the Board of Directors of
Campo of any Corporate Change of the type described in clauses
(1), (2) or (3) of Section 8.14(a) or
(ii) 30 days after a Corporate Change of the type described
in clause (4) or (5) of Section 8.14(a),
the Committee, acting in its sole discretion without the consent or
approval of any participant (and notwithstanding any removal or
attempted removal of some or all of the members thereof as directors
or committee members), may act to effect one or more of the following
alternatives, which may vary among individual participants and which
may vary among Incentives held by any individual participant:
(1) require that all outstanding options be exercised on or
before a specified date (before or after such Corporate Change)
fixed by the Committee, after which specified date all
unexercised options and all rights of participants thereunder
shall terminate,
(2) provide for mandatory conversion of some or all of the
outstanding options held by some or all participants as of a
date, before or after such Corporate Change, specified by the
Committee, in which event such options shall be deemed
automatically cancelled and the Company shall pay, or cause to be
paid, to each such participant an amount of cash per share equal
to the excess, if any, of the Change of Control Value of the
shares subject to such option, as defined and calculated below,
over the exercise price(s) of such options, or, in lieu of such
cash payment, the issuance of Common Stock having a Fair Market
Value equal to such excess,
(3) make such equitable adjustments to Incentives then
outstanding as the Committee deems appropriate to reflect such
Corporate Change (provided, however, that the Committee may
determine in its sole discretion that no adjustment is necessary
to Incentives then outstanding), or
(4) provide that thereafter upon any exercise of an option
theretofore granted the participant shall be entitled to purchase
under such option, in lieu of the number of shares of Common
Stock then covered by such option, the number and class of shares
of stock or other securities or property (including, without
limitation, cash) to which the participant would have been
entitled pursuant to the terms of the agreement providing for the
merger, consolidation, asset sale, dissolution or other Corporate
Change of the type described in clause (1), (2) or (3) above, if,
immediately prior to such Corporate Change, the participant had
been the holder of record of the number of shares of Common Stock
then covered by such options.
(c) For the purposes of clause (2) of Section 8.14(b) the "Change
of Control Value" shall equal the amount determined by whichever of
the following items is applicable:
(1) the per share price offered to shareholders of the
Company in any such merger, consolidation or other
reorganization, determined as of the date of the definitive
agreement providing for such transaction,
(2) the price per share offered to shareholders of the
Company in any tender offer or exchange offer whereby a Corporate
Change takes place, or
(3) in all other events, the Fair Market Value per share of
Common Stock into which such options being converted are
exercisable, as determined by the Committee as of the date
determined by the Committee to be the date of conversion of such
options.
(d) In the event that the consideration offered to shareholders
of the Company in any transaction described herein consists of
anything other than cash, the Committee shall determine the fair cash
equivalent of the portion of the consideration offered that is other
than cash.
Adopted by the Board of Directors
on October 30, 1995 and approved by
the shareholders on January 12, 1996.