THIRD 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, (b) shares of restricted stock and (c) stock awards.
Section 5. Shares Subject to the Plan.
Section 5.1 Number of Shares. Subject to adjustment
as provided in Section 9.5, a total of 850,000 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 9.5; provided that in no event shall the option
price be less than the Fair Market Value (as defined in
Section 9.11) 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 9.5.
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 9.10; 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.
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. 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.
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. 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 9.10 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 9.5 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. Stock Awards. A stock award consists of the
transfer by the Company to a participant of shares of Common
Stock, without other payment therefor, in lieu of salary or
bonus, including a bonus to be paid in connection with a person
accepting employment with the Company. The number of shares to
be transferred by the Company to a participant pursuant to a
stock award shall be determined by the Committee. To the extent
a stock award is intended to qualify as performance based
compensation under Section 162(m) it must meet the additional
requirements imposed thereby.
Section 9. General.
Section 9.1 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 9.2 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 9.3 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 9.4 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 9.5 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 9.6 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 9.7 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.
Section 9.8 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 9.9 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 9.10 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 9.11 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 9.12 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 9.13 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 9.14 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 9.14(a)
or
(ii) 30 days after a Corporate Change of the type
described in clause (4) or (5) of Section 9.14(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 9.14(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 August 8,
1997
Amendments effected
hereby - not approved by
the shareholders.