AVX CORPORATION
2004 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
As
amended through July 23, 2008
1.
Adoption and Purpose. The AVX Corporation (the
"Company") hereby adopts the 2004 AVX Corporation Non-Employee
Directors' Stock Option Plan (the "Plan") to secure for the Company
and its stockholders the benefits of the incentive inherent in
increased common stock ownership by the members of the Board of
Directors (the "Board") of the Company who are not employees of the
Company or any of its subsidiaries (a "Non-Employee Director").
2.
Administration. The Plan shall be administered
by the Board. The Board shall have all the powers vested
in it by the terms of the Plan, such powers to include authority
(within the limitations described herein) to prescribe the form of
the agreement embodying awards of stock options made under the Plan
(the "Options") and the power to determine the restrictions, if
any, on the ability of participants to earn-out and to dispose of
any stock issued in connection with the exercise of any Options
granted pursuant to the Plan. The Board shall, subject
to the provisions of the Plan, have the power to interpret the Plan
and to prescribe, amend and rescind rules and regulations for the
administration of the Plan as it may deem desirable. Any
decisions of the Board in the administration of the Plan, as
described herein, shall be final and conclusive. The
Board may authorize any one or more of their number (each, a
"Director") or the Secretary or any other officer of the Company to
execute and deliver documents on behalf of the
Board. The Board hereby authorizes the Secretary to
execute and deliver all documents to be delivered by the Board
pursuant to the Plan. No member of the Board shall be
liable for anything done or omitted to be done by such member or by
any other member of the Board in connection with the Plan, except
for such member's own willful misconduct or as expressly provided
by statute.
3.
Shares Subject to Plan. The stock which may be
issued and sold under the Plan will be the Common Stock (par value
$0.01 per share) of the Company. The total amount of
stock for which Options may be granted under the Plan shall not
exceed 1,000,000 shares of Common Stock, subject to adjustment as
provided in Section 6 below. The stock to be issued may
be either authorized and unissued shares, shares held by the
Company in its treasury, or Common Stock purchased on the open
market. 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.
4.
Participants. Each Non-Employee Director shall
be eligible to receive an Option in accordance with Section 5
below.
5.
Terms and Conditions of Options. Each Option
granted under the Plan shall comply with the following terms and
conditions:
(a) The
Option exercise price shall be the "Fair Market Value" of the
Common Stock shares subject to such Option on the date the Option
is granted, which shall be the closing price for options granted
after July 1, 2008 or the average of the high and the low sales
prices for options granted before July 1, 2008 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.
(b) Each
new Non-Employee Director elected on the date of an Annual Meeting
of Stockholders of the Company shall automatically receive an
Option for 15,000 shares of Common Stock as of the first day of the
month following such annual meeting. Each Non-Employee
Director who has been re-elected as a Non-Employee Director shall
automatically receive an additional Option for 15,000 shares of
Common Stock in the year in which the third anniversary of his or
her latest option grant occurs provided that he/she has been
re-elected as a Non-Employee Director in such year. Such
Option shall be granted as of the first day of the month following
the Annual Meeting of Stockholders of the Company in such year.
(c) Each
Non-Employee Director may also be granted Options from time to time
upon prior approval by the full Board.
(d) No
Option or any part of an Option shall be exercisable:
(i) after
the expiration of ten years from the date the Option was
granted,
(ii) unless written notice of the exercise is delivered
to the Company specifying the number of shares to be purchased and
payment in full is made for the shares of Common Stock being
acquired thereunder at the time of exercise; such payment shall be
made
(B) by
tendering to the Company Common Stock shares owned by the person
exercising the Option and having a Fair Market Value equal to the
cash exercise price applicable to such Option, it being understood
that the Board shall determine acceptable methods for tendering
Common Stock shares and may impose such conditions on the use of
Common Stock shares to exercise Options as it deems appropriate,
or
(C) by a
combination of cash or check and Common Stock shares as aforesaid;
or
(D) by
additional methods as may be authorized by the Board in it sole
discretion (including "cashless exercise" arrangements); and
(iii) unless the person exercising the Option has been,
at all times during the period beginning with the date of grant of
the Option and ending on the date of such exercise, a Director of
the Company, except that if such person shall cease to be such a
Director by reason of Retirement (as defined below), Incapacity (as
defined below) or death while holding an Option that has not
expired and has not been fully exercised, such person, or in the
case of death, the executors, administrators, or distributees, as
the case may be, may at any time after the date such person ceased
to be such a Director (but in no event after the Option has expired
under the provisions of subparagraph 5(d)(i) above) exercise the
Option (to the extent exercisable by the Director on the date he
ceased to be a Director) with respect to any shares of Common Stock
as to which such person has not exercised the Option on the date
the person ceased to be such a Director.
If any person who
has ceased to be a Director for any reason other than death, shall
die holding an Option that has not expired and has not been fully
exercised, such person's executors, administrators, or
distributees, as the case may be, may exercise the Option (to the
extent vested and exercisable by the decedent on his date of death)
provided that in no event may the Option be exercised after it has
expired pursuant to subparagraph 5(d)(i).
In the event any
Option is exercised by the executors, administrators, legatees, or
distributees of the estate of a deceased optionee, the Company
shall be under no obligation to issue stock thereunder unless and
until the Company is satisfied that the person or persons
exercising the Option are the duly appointed legal representatives
of the deceased optionee's estate or the proper legatees or
distributees thereof.
