AMENDMENT NO. 1 TO THE
SECOND AMENDED AND RESTATED
CAMPO ELECTRONICS, APPLIANCES AND COMPUTERS, INC.
1992 STOCK INCENTIVE PLAN
WHEREAS, the Board of Directors of Campo Electronics, Appliances and
Computers, Inc. (the "Company") desires to amend the Second Amended and
Restated Campo Electronics, Appliances and Computers, Inc. 1992 Stock
Incentive Plan (the "Plan") to remove restrictions no longer applicable
under recent amendments to Rule 16b-3 under the Securities Exchange Act of
1934 that (a) relate to the elimination of a six-month holding period
applicable to stock options and restricted stock; (b) permit transfer of
stock options for estate planning purposes and (c) eliminate restrictions
no longer applicable to the payment of withholding taxes in stock.
NOW THEREFORE, the Plan is hereby amended as follows:
I.
Section 6.3 is hereby amended to read in its entirety as follows:
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 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.
II.
Section 6.7 is hereby amended to read in its entirety as follows:
6.7 Transferability of Options. No stock option granted
hereunder may be transferred, pledged, assigned or otherwise
encumbered by the holder thereof except:
(a) by will;
(b) by the laws of descent and distribution; or
(c) in the case of non-qualified stock options only,
pursuant to a domestic relations order, as defined in the Code,
to family members, to a family partnership, to a family limited
liability company, to a trust for the benefit of family members
or to charitable institutions, if permitted by the Committee and
so provided in the option agreement or an amendment thereto.
Any attempted assignment, transfer, pledge, hypothecation or
other disposition of a stock option or levy of attachment or
similar process upon a stock option not specifically permitted
herein, shall be null and void and without effect.
III.
Section 7.2 is hereby amended to read in its entirety as follows:
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. 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.
IV.
Section 8.7 shall be amended to read in its entirety as follows:
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.
Adopted by the Board of Directors: October 4, 1996