Exhibit 10.8
ALL AMERICAN SEMICONDUCTOR, INC.
AMENDED AND RESTATED
2000 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
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1. Purpose. ALL AMERICAN SEMICONDUCTOR, INC., a Delaware
corporation (the "Company"), hereby adopts the Amended and Restated 2000
Nonemployee Director Stock Option Plan (the "Plan"). The purpose of the Plan is
to attract and retain outstanding individuals to serve as members of the Board
of Directors of the Company by providing such persons opportunities to acquire
common stock, $.01 par value, of the Company ("Common Shares"), thereby
strengthening the mutuality of interest between such persons and the Company's
shareholders.
2. Shares Reserved under the Plan. There is hereby reserved for
issuance under the Plan an aggregate of Seventy-Five Thousand (75,000) Common
Shares, which may be authorized but unissued shares. Upon the lapse, expiration,
termination or cancellation of any option granted under the Plan, all unissued
shares subject to or reserved for such option may again be used for options
thereafter granted under the Plan.
3. Participation. Participation in the Plan is limited to members
of the Board of Directors who are not salaried officers or employees of the
Company or any of its direct or indirect subsidiaries (hereinafter sometimes
referred to in the Plan as a "Nonemployee Director" or "Participant").
4. Options Granted under the Plan.
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A. Existing Nonemployee Directors
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Effective on June 6, 2000 (the date the 2000
Nonemployee Director Stock Option Plan was originally approved by the
shareholders of the Company), each of the then existing Nonemployee Directors
(subject, however, as to any of them standing for re-election as a director at
the meeting at which the Company's shareholders approved the Plan, to his
re-election) was automatically awarded nonqualified stock options to purchase
One Thousand Five Hundred (1,500) Common Shares.
B. Other Nonemployee Directors
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Effective on the date of the initial election of a
Nonemployee Director to the Board of Directors (other than the existing
Nonemployee Directors granted nonqualified stock options pursuant to paragraph
A. above), each such Nonemployee Director shall automatically be awarded
nonqualified stock options to purchase at least One Thousand Five Hundred
(1,500) Common Shares, but not to exceed a maximum of Fifteen Thousand (15,000)
Common Shares (the "Initial Option"). The actual number of Common Shares subject
to the nonqualified stock options comprising the Initial Option awarded to each
Nonemployee Director pursuant to this Section 4 shall be determined by the Board
of Directors as it shall deem
necessary or advisable and in the best interests of the Company in order to
attract and obtain outstanding and highly qualified candidates to serve on the
Company's Board of Directors.
C. Annual Grants
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On the date of each annual meeting of the
shareholders of the Company (an "Annual Meeting") commencing with the annual
meeting of shareholders of the Company to be held in 2001 (subject, however, as
to any Nonemployee Director standing for re-election as a director at such
Annual Meeting, to his re-election), each then existing Nonemployee Director
shall automatically be awarded an additional nonqualified stock option (the
"Additional Option") to purchase One Thousand (1,000) Common Shares; provided,
however, that such Nonemployee Director shall not be awarded the Additional
Option if such Nonemployee Director was awarded an Initial Option in the
immediately preceding twelve (12) month period upon his or her initial election
to the Board of Directors in accordance with the provisions of this Section 4.
D. Stock Option Agreement
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The Company is authorized to provide the Participant
with a stock option agreement consistent with the terms and provisions of the
Plan.
5. Option Exercise Price. Each option granted under the Plan
shall be exercisable at an option price equal to one hundred (100%) percent of
the Fair Market Value (as defined in Section 10 hereof) of the Common Shares on
the date of the grant of such option hereunder.
6. Limitations on Exercise. Any option granted under the Plan may
be exercised (in accordance with the provisions of Section 7 hereof), in whole
or in part, from time to time after the date granted, subject to the following
limitations:
(a) No option granted hereunder may be exercised during
the first year following the date such option is granted. On or after the first
anniversary of the date the option is granted, such option may be exercised to
the maximum cumulative extent of fifty (50%) percent of the total number of
Common Shares subject to the option and, on or after the second anniversary of
the date the option is granted, such option may be exercised to the maximum
cumulative extent of one hundred (100%) percent of the total number of Common
Shares subject to the option.
(b) Notwithstanding the limitations of Section 6(a)
hereof, any option granted under the Plan shall become fully exercisable upon:
(i) the death or Permanent Disability (as
hereinafter defined) of a Nonemployee Director while serving on the Board of
Directors, or the Retirement (as hereinafter defined) of a Nonemployee Director;
provided, however, that such death, Permanent Disability, or Retirement shall
occur on or after the date such option is granted. For purposes of this Section
6, a Nonemployee Director shall be deemed to have a "Permanent Disability" if,
in the reasonable judgment of the Board of Directors, the Nonemployee Director
is unable, due to mental, emotional, or physical injury or illness, to perform
the essential functions of his or her position as a member of the Board of
Directors. For purposes of this Section 6, the term
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"Retirement" shall mean and refer to a Nonemployee Director's termination of
service as a member of the Board of Directors after the age of seventy (70)
years, or at any other time with the consent of the Board of Directors; or
(ii) Any Change in Control (as hereinafter
defined) of the Company if such Change in Control occurs on or after the date
such option is issued. A "Change in Control" shall be deemed to have occurred
upon the happening of any of the following events: (A) the acquisition in one or
more transactions by any "person" (as the term "person" is used for purposes of
Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) of "beneficial ownership" (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of twenty-five (25%) percent or more of the
combined voting power of the Company's then outstanding voting securities (the
"Voting Securities"); provided, however, that for purposes hereof the Voting
Securities acquired (by sale, merger, consolidation or in any other manner) from
the Company by any person shall be excluded from the determination of such
person's beneficial ownership of Voting Securities (but such Voting Securities
shall be included in the calculation of the total number of Voting Securities
then outstanding); or (B) the individuals who, as of the date hereof, are
members of the Board of Directors of the Company (the "Incumbent Board") shall
cease for any reason to constitute more than one-half (1/2) of the members of
the Board; provided, however, that, if the election, or nomination for election
by the Company's shareholders of any new director is approved by a vote of more
than one-half (1/2) of the members of the Incumbent Board, such new director
shall, for purposes hereof, be considered as a member of the Incumbent Board; or
(C) approval by the shareholders of the Company of (i) a merger or consolidation
involving the Company if the shareholders of the Company immediately before such
merger or consolidation do not own, directly or indirectly immediately following
such merger or consolidation, more than one-half (1/2) of the combined voting
power of the outstanding voting securities of the corporation resulting from
such merger or consolidation in substantially the same proportion as their
ownership of the Voting Securities immediately before such merger or
consolidation (unless, however, the event described in subparagraph (B) above
does not occur in connection therewith) or (ii) a complete liquidation or
dissolution of the Company or an agreement for the sale or other disposition of
all or substantially all of the assets of the Company; provided, however, that,
notwithstanding the foregoing, (x) a Change in Control shall not be deemed to
occur solely because twenty-five (25%) percent or more of the then outstanding
Voting Securities is acquired by (1) a trustee or other fiduciary holding
securities under one or more employee benefit plans maintained by the Company or
any of its subsidiaries, (2) any corporation which, immediately prior to such
acquisition, is owned directly or indirectly by the shareholders of the Company
in the same proportion as their ownership of stock in the Company immediately
prior to such acquisition or (3) Paul Goldberg and/or Bruce M. Goldberg and/or
any member of his respective Immediate Family (as hereinafter defined) or any
person or entity directly or indirectly controlled, under common control with or
controlled by any, some or all of them, and (y) a Change in Control shall not be
deemed to occur solely because any person or entity (the "Subject Person")
acquired beneficial ownership of more than the permitted amount of the
outstanding Voting Securities as a result of the acquisition of Voting
Securities by the Company which, by reducing the number of Voting Securities
outstanding, increases the proportional number of shares beneficially owned by
the Subject Person, provided that, if a Change in Control would occur (but for
the operation of this sentence) as a result of the acquisition of Voting
Securities by the Company and, after such share acquisition by the Company, the
Subject Person becomes the beneficial owner of any
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additional Voting Securities which increases the percentage of the then
outstanding Voting Securities beneficially owned by the Subject Person, then a
Change in Control shall occur. For purposes of this Section 6(b)(ii), the date
of the Change in Control (the "Change in Control Date") shall be the later to
occur of the closing date or the effective date (as the case may be) of the
transaction or event resulting in the Change in Control; provided, however,
that, notwithstanding the foregoing, the Change in Control Date solely for the
event set forth in item (A) of this Section 6(b)(ii) shall be the date which is
fifteen (15) business days after the occurrence of such event.
(c) Any option granted under the Plan may not be
exercised after the earliest to occur of any of the following events:
(i) more than ninety (90) days after the
termination of a Nonemployee Director's service as a member of the Board of
Directors for any reason other than Retirement, Permanent Disability or death
(and then only to the extent that such Nonemployee Director could have exercised
such option on such date of termination);
(ii) more than one hundred eighty (180) days
after the Retirement of a Nonemployee Director from the Board of Directors;
(iii) more than one hundred eighty (180) days
after the Permanent Disability of a Nonemployee Director;
(iv) more than twelve (12) months after the death
of a Nonemployee Director; or
(v) more than ten (10) years after the date the
option is granted.
7. Method and Time of Exercise: Delivery of Certificates. Any
option granted under the Plan shall be deemed to be exercised on the date on
which written notice of the exercise of such option is received by the Secretary
of the Company at the Company's corporate headquarters. Such notice shall be
accompanied by: (i) a check payable to the Company in the amount of the purchase
price of the Common Shares to be purchased pursuant to the exercise of such
option; (ii) the delivery of Common Shares which shall have been owned by the
Participant for at least six (6) months whose Fair Market Value on the date of
the exercise of such option equals the purchase price of the Common Shares to be
purchased pursuant to the exercise of such option; or (iii) any combination of
(i) and (ii) resulting in the amount of the purchase price of the Common Shares
to be purchased pursuant to the exercise of such option.
8. Nontransferability. Any option granted under the Plan shall
not be transferable other than as required by law, or by will or the laws of
descent and distribution, or to the Participant's Immediate Family (as
hereinafter defined), or to trusts, family partnerships, or other entities for
the benefit of such persons (hereinafter such persons being collectively
referred to in the Plan as "Permitted Transferees"), and shall be exercisable,
during the Participant's lifetime, only by the Participant or the Participant's
guardian or legal representative, unless transferred to a Permitted Transferee,
in which case such option may be exercised by the Permitted Transferee. On and
after the death of a Nonemployee Director, any outstanding option granted to
such Participant may be exercised by his or her estate or the person to whom the
option passes by will
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or the laws of descent and distribution or, if previously transferred to a
Permitted Transferee, by the Permitted Transferee, but only in accordance with
the provisions of Section 6 and Section 7 hereof. For purposes of this Section
8, the term "Immediate Family" shall mean and refer to a Participant's spouse
and lineal descendants.
9. Other Provisions; Securities Registration. The grant of any
option under the Plan may also be subject to such other provisions as counsel to
the Company shall deem appropriate, including, without limitation, such
provisions as may be necessary or appropriate to comply with federal or state
securities laws and stock listing requirements.
10. Definition of Fair Market Value. The term "Fair Market Value",
as used in the Plan, shall mean, as of any date, the average of the "market
price" of a Common Share for each of the seven (7) consecutive business days
preceding such date. The "market price" on each such day shall be (i) if the
Common Share is listed on a securities exchange (including The Nasdaq Stock
Market), the closing sales price on such exchange on such day or, in the absence
of reported sales on such day, the mean between the reported closing bid and
asked prices on such exchange on such day, or (ii) if the Common Share is not
listed on a securities exchange (including The Nasdaq Stock Market), the mean
between the closing bid and asked prices as quoted by the National Association
of Securities Dealers, Inc. through the National Association of Securities
Dealers Automated Quotation System ("NASDAQ") for such day; provided, however,
that if there are no such quotations or if it is determined that the fair market
value is not properly reflected by such NASDAQ quotations or the Common Share is
not traded on an exchange or over the counter, Fair Market Value shall be
determined by such other method as the Board of Directors determines to be
reasonable.
11. Adjustment Provisions. If the Company shall at any time change
the number of issued Common Shares without new consideration to the Company
(such as by stock dividend or stock split), the total number of shares reserved
for issuance under the Plan and the number of shares covered by each outstanding
option and the exercise price thereunder shall be automatically adjusted so that
the aggregate consideration payable to the Company and the value of each option
shall not be changed. If, during the term of any option granted under the Plan,
the Common Shares shall be changed into another kind of stock, securities, cash
or other property whether as a result of reorganization, sale, merger,
consolidation, or other similar transaction, the Board of Directors shall cause
adequate provision to be made whereby the Participants shall thereafter be
entitled to receive, upon the due exercise of any outstanding options, the
stock, securities, cash or other property the Participants would have been
entitled to receive immediately prior to the effective date of any such
transaction for Common Shares which could have been acquired through the
exercise of such options.
12. Amendment or Discontinuation of Plan. The Board of Directors
may amend, suspend or discontinue the Plan at any time, but no such action shall
adversely affect any outstanding option granted hereunder; provided, however,
that any such amendment shall be adopted subject to and conditioned upon
obtaining the approval of the Company's shareholders if the amendment, without
such subsequent approval of the Company's shareholders, (a) would result in the
Plan losing its status as a protected plan under Rule 16b-3 (as then in effect)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or (b)
would violate the Exchange Act, or any other rules or regulations promulgated
thereunder, or the rules of The
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Nasdaq Stock Market, Inc., or any other securities exchange on which the
Company's Common Shares are traded.
13. Governing Law. The Plan, and the options granted hereunder,
shall be governed by and construed in accordance with the laws of the State of
Delaware, without reference to the principles of conflicts of laws.
14. Shareholder Approval. The Plan was originally adopted by the
Board of Directors of the Company effective as of April 26, 2000 and was
approved by the Company's shareholders on June 6, 2000. The Plan was amended by
action taken by the Board of Directors of the Company on June 12, 2001, which
was approved by the shareholders of the Company at the Company's annual meeting
of shareholders held on August 22, 2001 to increase the number of Common Shares
included in the options automatically granted to a Nonemployee Director on the
date of each annual meeting of the Company's shareholders from 750 to 1,000.
Accordingly, the Plan represents the original Plan as amended and restated
through August 22, 2001.
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