Stock Option Agreement



 






Exhibit 10.23




STOCK OPTION AGREEMENT



AGREEMENT made as of Date of Grant, as set forth on the Notice of Grant of Stock Options and Grant
Agreement (the “Notice”) attached hereto, by and between Artesyn Technologies, Inc., a Florida
corporation, having its office and principal place of business located at 7900 Glades Road, Suite
500, Boca Raton, Florida 33434 (the “Company”) and the person identified in the Notice (the
“Optionee”).




WITNESSETH:



WHEREAS, on the Date of Grant the Stock Option Committee of the Company authorized the grant to the
Optionee of an option (the “Option”) to purchase the number of shares of the authorized but
unissued Common Stock of the Company, $.01 par value (the “Common Stock”) as set forth in the
Notice, pursuant to the Company’s 2000 Performance Equity Plan, as amended and restated effective
March 8, 2004 (the “Amended 2000 Plan”), conditioned upon the Optionee’s acceptance of the terms
and conditions set forth in this Agreement within 60 days after this Agreement is presented to the
Optionee for review; and



WHEREAS, the Optionee desires to acquire the Option on the terms and conditions set forth in this
Agreement:




     NOW, THEREFORE, and in consideration of the foregoing and of the terms and conditions herein
contained, the parties hereto agree as follows:




	1.  	Grant of Stock Option. Subject to the terms and conditions of the Amended 2000 Plan,
the Company hereby grants to the Optionee, as a matter of separate agreement and not in lieu
of salary, the Option to purchase all or any part of an aggregate of the number of shares of
Common Stock set forth in the Notice (the “Option Shares”) on the terms and conditions set
forth herein.




The Option has been granted to the Optionee under the Amended 2000 Plan. All of the terms,
conditions and other provisions of the Amended 2000 Plan are hereby incorporated by reference into
this Agreement. Capitalized terms used in the Agreement but not defined herein shall have the same
meanings as in the Amended 2000 Plan.





	2.  	Exercise Price. The Exercise Price of the Option shall be as set forth in the
Notice, subject to adjustment as hereinafter provided.






	3.  	Exercise Period. Except as provided in Section 4 hereof and in this Section 3, the
Option is exercisable as set forth in the attached Notice.





     Optionee’s right to exercise the Option is cumulative. Except as may be otherwise provided in
Section 4, the Option expires at the close of business on the fifth anniversary of the Date of
Grant and may not be exercised at any time unless the Optionee is then an employee of the Company
or one of its subsidiaries.




	4.  	Effect of Termination of Employment.






	 	4.1  	General. In the event that the Optionee’s employment is terminated
for any reason other than death or permanent and total disability or For Cause by the
Company (as hereinafter defined), the Optionee may exercise the Option within three
months of the date on which he ceases to be an employee (but not thereafter and in no
event after the date on which the Option would otherwise expire) but only if, and to
the




 









 






	 	   	extent that, the Option was exercisable on the date of termination. The Option, to
the extent not exercised within such three-month period shall terminate forthwith.






	 	4.2  	Death or Disability. In the event that the Optionee’s employment is
terminated by reason of death or permanent and total disability (as determined by the
Committee), the Optionee (or his legal representative, as the case may be) may
exercise the Option within twelve months of the date on which he ceases to be an
employee (but not thereafter and in no event after the date on which the Option would
otherwise expire) but only if, and to the extent that, the Option was exercisable on
the date of termination. The Option, to the extent not exercised within such
twelve-month period shall terminate forthwith.






	 	4.3  	For Cause. In the event that the Optionee’s employment is terminated
For Cause by the Company, the Option or any unexercised portion thereof shall
terminate and be of no further force and effect from the date of termination. As used
herein, a “For Cause” termination shall mean, unless otherwise defined in the
employment agreement between the Optionee and the Company, the termination of the
Optionee’s employment based upon objective factors determined in good faith by either
the President of the Company or the Board of Directors of the Company.
Notwithstanding the foregoing, the Company has a reasonable basis to terminate the
employment of Optionee for cause at the time of such attempted exercise.






	5.  	Nonqualified Option: Withholding Tax. The Option shall not be deemed an “Incentive
Stock Option” under the Internal Revenue Code of 1986, as amended (“the Code”). To the extent
required by applicable federal, state, local or foreign law, the Optionee shall make
arrangements satisfactory to the Company for the satisfaction of any withholding tax
obligations that arise in connection with the exercise of the Option. The Company shall not
be required to issue any Option Shares until such obligations are satisfied.
	 
	6.  	Adjustments. In accordance with the provisions of Article 11 of the Amended 2000
Plan, the Committee shall make adjustments in the number and kind of Option Shares, and the
Exercise Price of the Option, as the Committee in its discretion deems appropriate to maintain
the Optionee’s rights hereunder.
	 
	7.  	Method of Exercise.






	 	7.1  	Notice to the Company. The Option shall be exercised by written
notice in substantially the form attached hereto as Exhibit A directed to the Company
at its principal place of business accompanied by full payment of the Exercise Price
as hereinafter provided for the number of whole Option Shares specified in the notice
up to the number then permitted to be exercised.
	 
	 	7.2  	Delivery of Option Shares. The Company shall make prompt delivery of
the Option Shares upon receipt of good and available funds in payment of the Exercise
Price and, if any, withholding taxes, provided that if any law or regulation requires
the Company to take any action with respect to the Option Shares specified in such
notice before the issuance thereof (and the Company shall use its best efforts to take
such action), then the date of delivery of such Option Shares shall be extended for
the period necessary to take such action. The Optionee shall not have any of the
rights of a shareholder with respect to the Option Shares until such Shares have been
issued after the due exercise of the Option.
	 
	 	7.3  	Additional Documents. In addition, the Board of Directors of the
Company may require, as a condition to the sale of any Option Shares, that the
Optionee deliver to the Company such documents, including such appropriate investment




 









 






	 	   	representations, as may reasonably be required by counsel for the Company to
effectuate compliance with applicable securities laws.






	 	7.4  	Payment of Exercise Price. The Exercise Price shall be paid in cash
at the time of exercise, subject to the Committee’s discretion to accept such other
consideration as it deems appropriate. Cash payment of the Exercise Price shall be
made by means of wire transfer, certified or bank check or personal check payable to
the Company, or such other method as is acceptable to the Committee.






	8.  	Nonassignability. The Option hereby granted is nonassignable and may not be
alienated, sold, assigned, hypothecated, pledged, exchanged, transferred, encumbered or
charged, in any way (whether by operation of law or otherwise) except in the event of the
death of Optionee in accordance with the terms of the Amended 2000 Plan and shall not be
subject to execution, attachment or similar process. No transfer of the Option by the
Optionee by will or laws of descent and distribution shall be effective to bind the Company
unless the Company shall have been furnished with written notice thereof and a copy of the
will and such other evidence as the Company may deem necessary to establish the validity of
the transfer and the acceptance of the transferee of the terms and conditions of the Option.
Upon any attempt to alienate, sell, assign, hypothecate, pledge, exchange, transfer, encumber
or charge or otherwise dispose of the Option or any right or privilege conferred hereby,
contrary to the provisions hereof, or upon the levy of any attachment or similar process on
the rights conferred hereby, the Option and the rights and privileges conferred hereby shall
immediately become null and void.






	9.  	Company Representations. The Company hereby represents and warrants to the Optionee
that:






	 	(i)  	the Company, by appropriate and all required action, is duly
authorized to enter into this Agreement and consummate all of the transactions
contemplated hereunder; and
	 
	 	(ii)  	The Option Shares, when issued and delivered by the Company
to the Optionee in accordance with the terms and conditions hereof, will be
duly and validly issued and fully paid and non-assessable.






	10.  	Optionee Representations. The Optionee hereby represents and warrants to the Company
that:






	 	(i)  	the Optionee is acquiring the Option and will acquire the
Option Shares for Optionee’s own account and not with a view towards the
distribution thereof;
	 
	 	(ii)  	the Optionee must bear the economic risk of the investment in
the Option Shares for an indefinite period of time because the Option Shares
may be subject to restrictions on their sale or resale unless certain
requirements are met;
	 
	 	(iii)  	the Optionee has received copies of the most recent
information statement relating to the Amended 2000 Plan, reports and documents
required to be filed by the Company with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934 within the last
twelve (12) months and all reports issued by the Company to its stockholders.






	11.  	Regulatory Restrictions on Option Shares. Notwithstanding any other provision of the
Amended 2000 Plan, the obligation of the Company to issue Option Shares under the Amended 2000
Plan shall be subject to all applicable laws, rules and regulations and such approval by any
regulatory body as may be required. The Company reserves the right to restrict, in whole or
in part, the delivery of Option Shares pursuant to this Option prior to the satisfaction of
all legal requirements relating to the issuance of such shares,




 









 






	   	to their registration, qualification or listing or to an exemption from registration,
qualification or listing.






	12.  	Miscellaneous.






	 	12.1  	Notices. All notices, requests, deliveries, payments, demands and
other communications which are required or permitted to be given under this Agreement
shall be in writing and shall be either delivered personally or sent by registered or
certified mail, or by private courier, return receipt requested, postage prepaid to
the parties at their respective addresses set forth herein, or to such other address
as either shall have specified by notice in writing to the other. Notice shall be
deemed duly given hereunder when delivered or mailed as provided herein.
	 
	 	12.2  	Waiver. The waiver by any party hereto of a breach of any provision
of this Agreement shall not operate or be construed as a waiver of any other or
subsequent breach.
	 
	 	12.3  	Entire Agreement. This Agreement, the Notice and the Plan constitute
the entire agreement between the parties with respect to the subject matter hereof.
The Agreement may not be amended except by a writing executed by the Optionee and the
Company.
	 
	 	12.4  	Binding Effect; Successors. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and to the extent not prohibited
herein, their respective heirs, successors, assigns and representatives. Nothing in
this Agreement, express or implied, is intended to confer on any person other than the
parties hereto and as provided above, their respective heirs, successors, assigns and
representatives any rights, remedies, obligations or liabilities.
	 
	 	12.5  	Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
	 
	 	12.6  	Headings. The headings contained herein are for the sole purpose of
convenience of reference, and shall not in any way limit or affect the meaning or
interpretation of any of the terms or provisions of this Agreement.
	 
	 	12.7  	Amendments to the Amended 2000 Plan: Conflicts. No amendment or
modification of the Amended 2000 Plan shall be construed as to terminate the Option
granted under this Agreement. In the event of a conflict between the provisions of
the Amended 2000 Plan and the provisions of this Agreement, the provisions of the
Amended 2000 Plan shall in all respects be controlling.
	 
	 	12.8  	No Right to Continued Employment. Nothing in this Agreement shall
confer upon the Optionee any right to continue in the employ or service of the Company
or affect the right of the Company to terminate his employment or service at any time.




IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the day and year first
above written.




    	 	 	 	 	 	 	 
	 	 	ARTESYN TECHNOLOGIES, INC.
	 
	 	 	 	 	 	 
	 
	 	By:	 	 	 
	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	OPTIONEE: