Exhibit (a)(1)(H)
WITHHOLDING TAX ELECTION FORM
To: Bell Microproducts Inc.
1941 Ringwood Avenue
San Jose, California 95131-1721
Facsimile: (408) 467-2720
Attn: Linda Teague
As a result of my participation in the Bell Microproducts Inc. (the
"Company") exchange offer (the "Exchange Offer"), which was effective from
November 25, 2002 to _______________, the Company issued to me restricted stock
units under the Company's 1998 Amended and Restated Stock Plan, as amended.
Twenty-five percent (25%) of these restricted stock units will vest on
_______________ (the "Vest Date"). In accordance with the terms of the Exchange
Offer, I understand that I am required to notify you within sixty (60) days of
the Vest Date of the manner that I have chosen to satisfy my income and payroll
tax obligations resulting from the issuance of shares of common stock of the
Company to me on the Vesting Date.
I understand that I have been provided with two alternatives to satisfy
my tax obligations, as described below, and that I may only elect ONE (1) of the
specified alternatives. I have indicated below, by marking my election, the ONE
(1) alternative that I have chosen, and am returning this Withholding Tax
Election Form to you to notify you of such election.
[ ] I will, within thirty (30) days following the Vesting Date,
deliver to the Company a personal check to pay all of my
minimum income and payroll taxes. I understand that: (i) if
I have not delivered valid payment to satisfy my minimum tax
obligation prior to the expiration of the 30-day period to
the Company, the Company will, and is hereby authorized to,
withhold from my first paycheck (and subsequent paychecks if
necessary) following the expiration of the 30-day period an
amount sufficient to satisfy all of the unsatisfied portion
of my minimum income and payroll tax obligation; and (ii)
the Company will, and is hereby authorized to, deduct the
entire amount of my minimum income and payroll tax
obligation from my final paycheck in the event that my
employment is terminated for any reason before I have
satisfied my income and payroll tax obligations.
[ ] I will, within thirty (30) days following the Vesting Date,
instruct E*Trade to sell a sufficient portion of my shares
of common stock from my Options Link account to pay my
minimum income and payroll taxes. I understand that upon
such sale, E*Trade will automatically withhold an amount
sufficient to pay my minimum income and payroll taxes and
remit it directly to the Company on my behalf, and that I
will receive all other proceeds from the sale. I further
understand that: (i) if I have not initiated the sale of a
sufficient number of shares from my Options Link account to
satisfy my minimum tax obligation prior to the expiration of
the 30-day period, the Company will, and is hereby
authorized to, withhold from my first paycheck (and
subsequent paychecks if necessary) following the expiration
of the 30-day period an amount sufficient to satisfy all of
the unsatisfied portion of my minimum income and payroll tax
obligation; and (ii) the Company will, and is hereby
authorized to, withhold the entire amount of my minimum
income and payroll tax obligation from my final paycheck in
the event that my employment is terminated for any reason
before I have satisfied my income and payroll tax
obligations.
IN WITNESS WHEREOF, I have duly executed this Withholding Tax Election
Form as of the date set forth below.
Date:
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Employee Signature
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Print Name of Employee
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Tax Identification Number