Exhibit 4.1
AVX CORPORATION
1995 STOCK OPTION PLAN
AS AMENDED JULY 17, 1997
1. Adoption and Purpose. The Company hereby adopts this Plan
providing for the granting of stock options to selected employees of the
Company and its Subsidiaries. The general purpose of the Plan is to promote
the interests of the Company and its Subsidiaries by providing to their
employees incentives to continue and increase their efforts with respect
to, and remain in the employ of, the Company and its Subsidiaries.
Options granted under the Plan may be "incentive stock options"
within the meaning of Section 422 of the Code or "nonqualified stock
options", and the specific type of option granted shall be designated in an
applicable stock option agreement.
2. Administration. The Plan will be administered by the Equity
Compensation Committee (the "Committee"), which shall be comprised of two
or more persons, each of whom shall qualify as (a) an "outside director"
within the meaning of Section 162(m) of the Code and (b) a "Non-Employee
Director" within the meaning of Rule 16b-3(b)(3)(i) promulgated under the
Exchange Act.
Subject to the express provisions of the Plan, the Committee
shall have plenary authority, in its discretion, to administer the Plan and
to exercise all powers and authority either specifically granted to it
under the Plan or necessary and advisable in the administration of the
Plan, including without limitation the authority to interpret the Plan; to
prescribe, amend and rescind rules and regulations relating to the Plan; to
determine the terms of all options granted under the Plan (which need not
be identical), the purchase price of the shares covered by each option, the
individuals to whom and the time or times at which options shall be
granted, whether an option shall be an incentive stock option or a
nonqualified stock option, when an option can be exercised and whether in
whole or in installments, and the number of shares covered by each option;
and to make all other necessary or advisable determinations with respect to
the Plan. The determination of the Committee on such matters shall be
conclusive.
3. Participants. The Committee shall from time to time select the
officers and key employees of the Company and its Subsidiaries to whom
options are to be granted, and who will, upon such grant, become
participants in the Plan.
4. Shares Subject to Plan. The Committee may not grant options
under the Plan for more than 2,650,000 shares of Common Stock, subject to
any adjustment as provided in Section 13 hereof. Shares to be optioned and
sold may be made available from either authorized but unissued Common Stock
or Common Stock held by the Company in its treasury. Shares that by reason
of the expiration of an option or otherwise are no longer subject to
purchase pursuant to an option granted under the Plan may be reoffered
under the Plan.
5. Limitation on Number of Options. The Committee may not grant
incentive stock options under the Plan to any employee unless either (i)
the aggregate Fair Market Value (determined as of the time an incentive
stock option is granted) of the stock with respect to which incentive stock
options granted to an employee under the Plan (including all options
qualifying as incentive stock options pursuant to Section 422 of the Code
granted to such employee under any other plan of the Company or its Parent
or Subsidiaries) are exercisable for the first time by such employee during
any calendar year does not exceed $100,000 or (ii) such option is issued in
exchange for a previously granted incentive stock option in a substitution
which is not treated as a modification of such option pursuant to Section
424 of the Code.
No person may be granted options under the Plan in any five-year
period representing an aggregate of more than 300,000 shares of Common
Stock. The limitation established by the preceding sentence shall be
subject to adjustment as provided in Section 13 hereof.
6. Grant of Options. All options under the Plan shall be granted
by the Committee. The Committee shall determine the number of shares of
Common Stock to be offered from time to time by grant of options to
employees who are participants of the Plan (it being understood that more
than one option may be granted to the same employee). The grant of an
option to an employee shall not be deemed either to entitle the employee
to, or to disqualify the employee from, participation in any other grant of
options under the Plan.
The grant of options shall be evidenced by stock option
agreements containing such terms and provisions as are approved by the
Committee, but not inconsistent with the Plan, including provisions that
may be necessary to ensure, in the case of an incentive stock option, that
the option qualifies as an incentive stock option under the Code. The
Company shall execute stock option agreements upon instruc tions from the
Committee.
7. Option Price. Subject to the provisions set forth in this
Section 7 relating to incentive stock options, the purchase price per share
of the Common Stock under each option shall be determined by the Committee,
but shall not be less than (i) 100% of the Fair Market Value per share of
the Common Stock on the date the option is granted, or (ii) with respect to
an option issued in exchange for a previously granted option in a
substitution which is not treated as a modification of such option (or
would be so treated if such option was an incentive stock option) pursuant
to Section 424 of the Code, the appropriately adjusted exercise price
determined in accordance with Section 424 and the regulations issued
thereunder. No incentive stock option shall be granted to an employee who,
at the time such option is granted, is a Ten Percent Shareholder unless at
the time such incentive stock option is granted the option price per share
is at least 110% of the Fair Market Value per share of the Common Stock
subject to the incentive stock option.
8. Option Period. The option period will begin on the date the
option is granted, which will be the date the Committee authorizes the
option unless the Committee specifies a later date. No option may terminate
later than the day prior to the tenth anniversary of the date the option is
granted; provided, however, that an incentive stock option granted to an
employee who, at the time of such grant, is a Ten Percent Shareholder shall
not be exercisable after the expiration of five years after the date of
grant. The Committee may provide for the exercise of options in
installments and upon such terms, conditions and restrictions as it may
determine. The Committee may provide in a stock option agreement for
termination of an option in the case of termination of employment or any
other reason.
9. Exercisability of Options. The Committee may in its discretion
prescribe in the stock option agreement the installments, if any, in which
an option granted under the Plan shall become exercisable; provided,
however, that no option shall be exercisable (x) until the six-month
anniversary of the date of its grant and (y) unless the holder thereof is
then an employee of the Company or a Subsidiary, except in each case as
otherwise provided in this Plan (including Section 12) or as the Committee
otherwise determines.
Except as provided in the applicable option agreement, if the
participant voluntarily terminates his employment or his employment with
the Company or Subsidiary is terminated for cause (as defined below),
neither the Company, the Parent nor any Subsidiary shall have any further
obligation to the participant hereunder, and the options (whether or not
vested) shall immediately terminate in full. In the event a participant's
employment is terminated by the Company for any reason other than for cause
(defined as the commission of an act of dishonesty, gross incompetency or
intentional or willful misconduct, which act occurs in the course of
participant's performance of his duties as an employee), options may be
exercised, to the extent of the shares with respect to which the option
could have been exercised by the participant as of his date of termination
of employment, by the participant in accordance with its terms but in no
event beyond the earlier of (x) 90 days after the date of termination or
(y) the scheduled expiration of such option.
10. Payment; Method of Exercise. Payment shall be made in cash
or, unless otherwise prohibited in the applicable stock option agreement,
in shares of Common Stock already owned by the holder of the option or
partly in cash and partly in such shares. No shares may be issued until
full payment of the purchase price therefor has been made, and a
participant will have none of the rights of a stockholder until shares are
issued to him.
An option may be exercised by written notice to the Company. Such
notice shall state that the holder of the option elects to exercise the
option, the number of shares in respect of which it is being exercised and
the manner of payment for such shares and shall either (i) be accompanied
by payment of the full purchase price of such shares or (ii) fix a date
(not more than 10 business days from the date of exercise) for the payment
of the full purchase price of such shares. Cash payments shall be made by
cash or check payable to the order of the Company. Common Stock payments
(valued at Fair Market Value on the date of exercise) shall be made by
delivery of stock certificates in negotiable form. If certificates
representing Common Stock are used to pay all or part of the purchase price
of an option, a separate certificate shall be delivered by the Company
representing the same number of shares as each certificate so used, and an
additional certificate shall be delivered representing the additional
shares to which the holder of the option is entitled as a result of the
exercise of the option.
11. Withholding Taxes. If the Committee shall so require, as a
condition of exercise, each participant shall agree that (a) no later than
the date of exercise of any option, the participant will pay to the Company
or make arrangements satisfactory to the Committee regarding payment of any
Federal, state or local taxes of any kind required by law to be withheld
upon the exercise of such option (any such tax, a "Withholding Tax"); and
(b) the Company shall, to the extent permitted or required by law, have the
right to deduct from any payment of any kind otherwise due to the
participant, any such Withholding Tax.
12. Rights in the Event of Death, Retirement or Incapacity. If a
participant's employment is terminated due to death, Retirement or
Incapacity prior to termination of his or her right to exercise an option
in accordance with the provisions of his or her stock option agreement
without having fully exercised the option, then (a) the Committee in its
discretion may cause the option to become fully vested and (b) such option
may be exercised by the participant (or in the event of the participant's
death, by his estate or by the person who acquired the right to exercise
the option by bequest or inheritance), to the extent of the shares with
respect to which the option could have been exercised by the participant as
of the date of his or her death, Retirement or Incapacity but also taking
into account any acceleration of vesting pursuant to clause (a) above,
provided that the option is exercised prior to the earlier of (x) one year
after the date of such death, Retirement or Incapacity and (y) the date of
its original expiration. In the event of the death of a participant
following his or her termination of employment during the period in which
his or her option remains exercisable, such option may be exercised to, the
extent the option could have been exercised by the decedent, by the
participant's estate or by the person who acquired the right to exercise
the option by bequest or inheritance at any time within one year after the
date of death but in no event beyond the original expiration date of the
option.
13. Effect of Certain Changes. (a) If there is any change in the
number of outstanding shares of Common Stock by reason of any stock
dividend, stock split, recapitalization, combination, exchange of shares,
merger, consolidation, liquidation, split-up, spin-off or other similar
change in capitalization, any distribution to common shareholders,
including a rights offering, other than cash dividends, or any like change,
then the number of shares of Common Stock available for options, the number
of such shares covered by outstanding options, and the price per share of
such options shall be proportionately adjusted by
the Committee to reflect such change or distribution; provided, however,
that any fractional shares resulting from such adjustment shall be
eliminated.
(b) In the event of a change in the Common Stock of the Company
as presently constituted, the shares resulting from any such change shall
be deemed to be the Common Stock within the meaning of the Plan.
(c) In the event of a reorganization, recapitalization, merger,
consolidation, acquisition of property or stock, extraordinary dividend or
distribution (other than as covered by Section 13(a) hereof), separation or
liquidation of the Company, or any other event similarly affecting the
Company, the Board or the Committee shall have the right, but not the
obligation, notwithstanding anything to the contrary in this Plan, to
provide that outstanding options granted under this Plan shall (i) be
canceled in respect of a cash payment or the payment of securities or
property, or any combination thereof, with a per share value determined by
the Board in good faith to be equal to the value received by the
stockholders of the Company in such event in the respect of each share of
Common Stock, with appropriate deductions of exercise prices, or (ii) be
adjusted to represent options to receive cash, securities, property, or any
combination thereof, with a per share value determined by the Board in good
faith to be equal to the value received by the stockholders of the Company
in such event in respect of each share of Common Stock, at such exercise
prices as the Board or the Committee in its discretion may determine is
appropriate.
(d) To the extent that the foregoing adjustments relate to stock
or securities of the Company, such adjustments shall be made by the
Committee, whose determination in that respect shall be final, binding and
conclusive; provided that each incentive stock option granted pursuant to
this Plan shall not be adjusted in a manner that causes such option to fail
to continue to qualify as an incentive stock option within the meaning of
Section 422 of the Code.
14. Nonexclusive Plan. Neither the adoption of the Plan by the
Board nor the submission of the Plan to the stockholders of the Company for
approval shall be construed as creating any limitations on the power of the
Board to adopt such other incentive arrangements as it may deem desirable,
including, without limitation, the granting of stock options otherwise than
under the Plan, and such
arrangements may be either generally applicable or applica ble only in
specific cases.
15. Section 16 Persons. 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 fails to so comply, it shall be deemed null and void, to the
extent permitted by law and deemed advisable by the Committee.
16. Nonassignability. Options may not be trans ferred other than
by will or by the laws of descent and distribution. During a participant's
lifetime, options granted to a participant may be exercised only by the
participant or by his or her guardian or legal representative.
17. Amendment or Discontinuance. The Plan may be amended or
discontinued by the Board without the approval of the stockholders of the
Company, except that stockholder approval shall be required for any
amendment that would (a) increase (except as provided in Section 13 hereof)
the maximum number of shares of Common Stock for which options may be
granted under the Plan or (b) change the class of employees eligible to
participate in the Plan. No termination, modification or amendment of the
Plan may, without the consent of the participant to whom any option shall
theretofore have been granted, adversely affect the rights of such employee
(or his or her transferee) under such option.
18. Effect of Plan. Neither the adoption of the Plan nor any
action of the Board or Committee shall be deemed to give any officer or
employee any right to be granted an option to purchase Common Stock or any
other rights except as may be evidenced by a stock option agreement, or any
amendment thereto, duly authorized by the Board or Committee and executed
on behalf of the Company, and then only to the extent and on the terms and
conditions expressly set forth therein.
19. Term. Unless sooner terminated by action of the Board, this
Plan will terminate on August 1, 2005. The Committee may not grant options
under the Plan after that date, but options granted before that date will
continue to be effective in accordance with their terms.
20. Effectiveness; Approval of Stockholders. The Plan shall take
effect upon its adoption by the Board, but its effectiveness and the
exercise of any options shall be subject to the approval of the holders of
a majority of the voting shares of the Company, which approval must occur
within twelve months after the date on which the Plan is adopted by the
Board.
21. Definitions. For the purpose of this Plan, unless the context
requires otherwise, the following terms shall have the meanings indicated:
(a) "Board" means the board of directors of the Company.
(b) "Code" means the Internal Revenue Code of 1986, as amended.
(c) "Common Stock" means the Common Stock which the Company is
currently authorized to issue or may in the future be authorized to
issue (as long as the Common Stock varies from that currently
authorized, if at all, only in amount of par value).
(d) "Company" means AVX Corporation, a Delaware corporation.
(e) "Exchange Act" means the Securities Exchange Act of 1934, as
from time to time amended.
(f) "Fair Market Value" means the average of the high and the low
sales prices of a share of Common Stock on the date of grant (or, if
not a trading day, on the last preceding trading day) as reported on
the New York Stock Exchange Composite Transactions Tape or, if not
listed on the New York Stock Exchange, the principal stock exchange or
the NASDAQ National Market on which the Common Stock is then listed or
traded; provided, however, that if the Common Stock is not so listed
or traded then the Fair Market Value shall be determined in good faith
by the Board.
(g) "Incapacity" means any material physical, mental or other
disability rendering the participant incapable of substantially
performing his services hereunder that is not cured within 180 days of
the first occurrence of such incapacity. In the event of any dispute
between the Company and the participant as to whether the participant
is incapacitated as defined herein, the determination of whether the
participant is
so incapacitated shall be made by an independent physician selected by
the Company's Board of Directors and the decision of such physician
shall be binding upon the Company and the participant.
(h) "Option Period" means the period during which an option may
be exercised.
(i) "Parent" means any corporation in an unbroken chain of
corporations ending with the Company if, at the time of granting of
the option, each of the corporations other than the Company owns stock
possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in the chain.
(j) "Plan" means this AVX Corporation 1995 Stock Option Plan as
amended from time to time.
(k) "Retirement" means, with respect to any participant, the
participant's retirement as an employee of the Company on or after
reaching age 55.
(l) "Subsidiary" means any corporation in an unbroken chain of
corporations beginning with the Company if, at the time of the
granting of the option, each of the corporations other than the last
corpora tion in the unbroken chain owns stock possessing 50% or more
of the total combined voting power of all classes of stock in one of
the other corporations in the chain. The "Subsidiaries" means more
than one of any such corporations.
(m) "Ten Percent Shareholder" means an individual who owns (or is
treated as owning under Section 424(d) of the Code) stock possessing
more than 10% of the total combined voting power of all classes of
stock of the Company or any Subsidiary.