Exhibit 4
AMENDMENT NO. 3 TO THE
HEICO CORPORATION COMBINED STOCK OPTION PLAN
WHEREAS, on March 16, 1999, the Board of Directors of HEICO Corporation
(the "Board") approved an Amendment to the HEICO Combined Stock Option Plan (the
"Plan") amending Section 9 of the Plan (Exercise of Options);
NOW THEREFORE, in accordance with the terms of the Plan, the Plan is
hereby amended as follows:
1. Section 9 of the HEICO Corporation Combined Stock Option Plan is
hereby amended to read in its entirety:
9. EXERCISE OF OPTIONS. An Option shall be deemed exercised
when (i) the Company has received written notice of such exercise in
accordance with the terms of the Option, (ii) full payment of the
aggregate option price of the Shares as to which the Option is
exercised has been made, and (iii) arrangements that are satisfactory
to the Committee in its sole discretion have been made for the
Optionee's payment to the Company of the amount, if any, that is
necessary for the Company or Subsidiary employing the Optionee to
withhold in accordance with applicable Federal or state tax withholding
requirements. The consideration to be paid for the Shares to be issued
upon exercise of an Option, as well as the method of payment of the
exercise price and of any withholding and employment taxes applicable
thereto, shall be determined by the Committee or the Board and may, in
the discretion of the Committee or the Board, consist of: (1) cash, (2)
certified or official bank check, (3) money order, (4) Shares that have
been held by the Optionee for at least six (6) months (or such other
Shares, including the withholding of Shares issuable upon exercise of
the Option, as the Company determines will not cause the Company to
recognize for a financial accounting purposes a charge for compensation
expense, (5) pursuant to a "cashless exercise" procedure, by delivery
of a properly executed exercise notice together with such other
documentation, and subject to such guidelines, as the Board or the
Committee shall require to effect an exercise of the Option and
delivery to the Company by a licensed broker acceptable to the Company
of proceeds from the sale of Shares or a margin loan sufficient to pay
the exercise price and any applicable income or employment taxes, (6)
promissory note, or (7) in such other consideration as the Committee or
the Board deems appropriate, or by a combination of the above. In the
case of an Incentive Stock Option, the permissible methods of payment
shall be specified at the time the Option is granted. The Committee or
the Board in its sole discretion may accept a personal check in full or
partial payment of any Shares. If the exercise price is paid in whole
or in part with Shares, or through the withholding of Shares issuable
upon exercise of the Option, the value of the Shares surrendered or
withheld shall be their Fair Market Value on the date the Option is
exercised. The Company in its sole discretion may, on an individual
basis or pursuant to a general program established in connection with
this Plan, lend money to an Optionee, guarantee a loan to an Optionee,
or otherwise assist an Optionee to obtain
the cash necessary to exercise all or a portion of an Option granted
hereunder or to pay any tax liability of the Optionee attributable to
such exercise. If the exercise price is paid in whole or part with
Optionee's promissory note, such note shall (i) provide for full
recourse to the maker, (ii) be collateralized by the pledge of the
Shares that the Optionee purchases upon exercise of such Option or such
other collateral as the Board shall require, (iii) bear interest at the
prime rate of the Company's principal lender, and (iv) contain such
other terms as the Board in its sole discretion shall reasonably
require. No Optionee shall be deemed to be a holder of any Shares
subject to an Option unless and until a stock certificate or
certificates for such Shares are issued to such person(s) under the
terms of this Plan. No adjustment shall be made for dividends (ordinary
or extraordinary, whether in cash, securities or other property) or
distributions or other rights for which the record date is prior to the
date such stock certificate is issued, except as expressly provided
herein.
2. The effective date of this Amendment No. 3 to the Plan shall be
March 16, 1999.
IN WITNESS WHEREOF, HEICO Corporation has caused this Amendment to be
executed this 16th day of March, 1999.
HEICO Corporation
BY: /s/ LAURANS A. MENDELSON
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Laurans A. Mendelson
Chairman of the Board, President
and Chief Executive Officer
ATTEST:
/s/ ELIZABETH R. LETENDRE
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Elizabeth R. Letendre
Corporate Secretary