1
Exhibit 10.7
PIONEER-STANDARD ELECTRONICS, INC.
1999 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
OPTION AGREEMENT
This Option Agreement (the "Agreement") is entered into as of
this ___ day of _____________, _____, by and between Pioneer-Standard
Electronics, Inc., an Ohio corporation (the "Company"), and __________________
(the "Optionee").
WHEREAS, on April 27, 1999, the Board of Directors of the
Company (the "Board") adopted a stock option plan known as the Pioneer-Standard
Electronics, Inc. 1999 Stock Option Plan for Outside Directors (the "Plan") and
recommended that the Plan be approved by the Company's shareholders; and
WHEREAS, on July 27, 1999, the shareholders of the Company
approved the Plan; and
WHEREAS, the Company has granted the Optionee an Option (as
defined below) to purchase the number of the Company's common shares, without
par value (the "Common Shares"), as set forth below; and
WHEREAS, the Company and the Optionee desire to enter into a
written agreement with respect to the Option in accordance with the Plan; and
WHEREAS, capitalized terms not defined herein shall have the
meanings ascribed to them in the Plan;
NOW, THEREFORE, in consideration of the mutual covenants
contained herein the parties hereto agree as follows.
1. INCORPORATION OF PLAN. This Option is granted pursuant to
the provisions of the Plan, and the terms and definitions of the Plan are
incorporated herein by reference and made a part hereof. A copy of the Plan has
been delivered to, and receipt is hereby acknowledged by, the Optionee.
Notwithstanding anything in this Agreement to the contrary, to the extent the
terms of this Agreement conflict with or otherwise attempt to exceed the
authority set forth under the Plan, the Plan shall govern and control in all
respects.
2. GRANT OF OPTION. Subject to the terms, restrictions,
limitations and conditions stated herein and the terms of the Plan, the Company
hereby evidences its grant to the Optionee of the right and option to purchase
all or any part of the number of Common Shares set forth on SCHEDULE A hereto
and incorporated herein by reference (the "Option"). The Option shall expire and
shall not be exercisable after the date specified on SCHEDULE A as the
expiration date or on such earlier date as determined pursuant to the Plan.
2
3. PURCHASE PRICE. The price per share to be paid by the
Optionee for the Common Shares subject to this Option (the "Exercise Price")
shall be as specified on SCHEDULE A.
4. RESTRICTIONS ON TRANSFERABILITY. No Option shall be
transferable by the Optionee other than by will or the laws of descent and
distribution.
5. NOTICE OF EXERCISE OF OPTION. This Option may be exercised
by provision of a written notice (in substantially the form of the Notice of
Exercise of Option attached hereto as SCHEDULE B) signed by the person or
persons exercising the Option, and delivered or mailed to the Company as
specified in Section 11 hereof to the attention of the Secretary or the Vice
President, Treasurer and Assistant Secretary. Such notice shall (a) specify the
number of Common Shares which the person or persons exercising the Option then
elects to purchase hereunder, (b) contain such information as may be reasonably
required pursuant to Section 9 hereof; (c) if exercised by any person or persons
other than the Optionee, be accompanied by appropriate proof of the right of
such person or persons to exercise the Option; and (d) be accompanied by (i)
cash or check payable to the Company in payment of the total Exercise Price
applicable to such Common Shares as provided herein, or (ii) Common Shares,
previously owned by the Optionee and duly endorsed or accompanied by stock
transfer powers, having a fair market value (as determined under the Plan) equal
to the total Exercise Price applicable to such Common Shares purchased
hereunder, or (iii) cash or check payable to the Company accompanied by the
number of Common Shares previously owned by the Optionee and duly endorsed or
accompanied by stock transfer powers having a fair market value (as determined
under the Plan) that, when added to the amount of the cash or check, equals the
total Exercise Price applicable to such Common Shares purchased hereunder,
subject to compliance with applicable federal and state laws. Upon receipt of
such Notice of Exercise of Option and accompanying payment, and subject to the
terms, restrictions, limitations and conditions stated herein and the terms of
the Plan, the Company agrees to issue to the person or persons exercising the
Option certificates representing the Common Shares as to which the Option is so
exercised, registered in the name of the person or persons exercising the
Option.
6. PERSONS ENTITLED TO EXERCISE. During his lifetime, no
person other than the Optionee, or if a guardian or legal representative has
been appointed for the Optionee, the Optionee's guardian or legal
representative, as the case may be, shall be entitled to exercise the Option.
After the Optionee's death, no person other than the person or persons to whom
the Option is transferred pursuant to the Optionee's Last Will and Testament, or
if the Optionee died intestate, as provided by the applicable laws of descent
and distribution, shall be entitled to exercise the Option.
7. ADJUSTMENTS. The number of Common Shares subject to this
Option, the Exercise Price and other matters are subject to adjustment during
the term of this Option in accordance with the terms of the Plan.
8. DATE OF GRANT. This Option was granted by the Committee on
the date set forth in SCHEDULE A (the "Date of Grant").
2
3
9. COMPLIANCE WITH REGULATORY MATTERS. The Optionee
acknowledges that the issuance of capital stock is subject to limitations
imposed by federal and state law, and the Optionee hereby agrees that the
Company shall not be obligated to issue any Common Shares upon exercise of the
Option that would cause the Company to violate any rule, regulation, order or
consent decree of any regulatory authority (including without limitation the
Securities and Exchange Commission and The Nasdaq Stock Market) having
jurisdiction over the affairs of the Company. The Optionee agrees that he or she
will provide the Company with such information as is reasonably requested by the
Company or its counsel to determine whether the issuance of Common Shares
complies with the provisions described by this Section.
10. INVESTMENT REPRESENTATION OF OPTIONEE.
(a) The Optionee represents to the Company the following:
(i) that the Optionee has read and understands
the terms and provisions of the plan, and
hereby accepts this Agreement subject to all
the terms and provisions of the Plan;
(ii) that the Optionee shall accept as binding
and final all decisions or interpretations
of the Board, or in the Board's absence, the
Compensation Committee of the Board upon any
questions arising under the Plan; and
(iii) the Optionee understands that, unless at the
time of exercise of the Option a
registration statement under the Securities
Act of 1933, as amended, is in effect
covering the Common Shares, as a condition
to the exercise of the Option the Company
may require the Optionee to represent that
the Optionee is acquiring the Common Shares
for the Optionee's own account only and not
with a view to, or for sale in connection
with, any distribution of the Shares.
(b) The Optionee understands and agrees that the
certificate or certificates representing any Common
Shares acquired hereunder may bear an appropriate
legend relating to registration and resale under
federal and state securities laws.
(c) The Optionee shall not have any rights of a
shareholder of the Company with respect to the Common
Shares which may be purchased upon exercise of this
Option, unless and until such Common Shares have been
issued and delivered and his or her name has been
entered as a shareholder on the share transfer
records of the Company.
11. MISCELLANEOUS.
(a) This Agreement shall be binding upon the parties
hereto and their representatives, successors and
assigns.
3
4
(b) This Agreement shall be governed by the laws of the
State of Ohio, without regard to conflicts of laws
principles.
(c) Any notice, request, document or other communication
given hereunder shall be deemed to be sufficiently
given upon personal delivery to the other party or
upon the expiration of three (3) days after
depositing same in the United States mail, return
receipt requested, properly addressed to the
respective parties or such other address as they may
give to the other party in writing in the same
manner as follows:
Company:
Pioneer-Standard Electronics, Inc.
4800 East 131st Street
Cleveland, OH 44105
Attention: Secretary or Vice President, Treasurer
and Assistant Secretary
Optionee:
-----------------------------
-----------------------------
-----------------------------
(d) This Agreement may not be modified except in writing
executed by each of the parties hereto.
(e) The parties agree that the provisions of this
Agreement are severable and the invalidity or
unenforceability of any provision shall not affect
the validity or enforceability of any enforceable
part of such provision or any other provisions
hereof.
(f) This Agreement, together with the Plan, contains the
entire understanding of the parties hereto and
supersedes any prior understanding and/or written or
oral agreement between them respecting the subject
matter hereof.
(g) The headings with Sections herein are included
solely for convenience of reference and shall not
control the meaning or interpretation of any of the
provision of this Agreement.
(h) No waiver of any breach or default hereunder shall
be deemed a waiver of any subsequent breach or
default of the same or similar nature.
4
5
(i) This Agreement may be executed in one or more
counterparts, each of which shall be deemed an
original but all of which together shall constitute
one and the same instrument.
5
6
IN WITNESS WHEREOF, the parties thereto have executed this
Agreement, all as of the day and year first above written.
PIONEER-STANDARD ELECTRONICS, INC.
By:
--------------------------------------
James L. Bayman
Chairman and Chief Executive Officer
OPTIONEE:
By:
--------------------------------------
6
7
SCHEDULE A
TO OPTION AGREEMENT
BETWEEN
PIONEER-STANDARD ELECTRONICS, INC.
AND
___________________, OPTIONEE
Dated: ___________________________
Number of Common Shares Subject to Option: _____________________ Common Shares
Option Exercise Price: ________________________
Date of Grant: ________________________
Expiration Date: ______________________
7
8
SCHEDULE B
TO OPTION AGREEMENT
BETWEEN
PIONEER-STANDARD ELECTRONICS, INC.
AND
____________________, OPTIONEE
Dated: _______________________
NOTICE OF EXERCISE OF OPTION
The undersigned hereby notifies Pioneer-Standard Electronics,
Inc. (the "Company") of this election to exercise the undersigned's option to
purchase _________________ Common Shares (as defined in the Plan) pursuant to
the Option Agreement (the "Agreement") between the undersigned and the Company
dated _____________________. Accompanying this Notice is (1) cash or a check in
the amount of $_____________ payable to the Company, and/or (2)
_________________ Common Shares (as defined in the Plan) currently owned by the
undersigned and duly endorsed or accompanied by stock transfer powers, having an
aggregate fair market value (as determined under the Plan) as of the date hereof
of $_____________, such amount(s) being equal in the aggregate to the Exercise
Price (as defined in the Agreement, subject to such appropriate adjustments as
provided in the Plan and the Agreement) multiplied by the number of Common
Shares being purchased hereby.
The undersigned is a resident of the State of
__________________.
IN WITNESS WHEREOF, the undersigned has set his or her hand
this ___ day of ______________________, ______.
_________________________________________
Signature
_________________________________________
Title or Capacity (if other than Optionee)
8