1990 Outside Directors Stock Option Plan



 






Exhibit 10.13




ARTESYN TECHNOLOGIES, INC.

(formerly Computer Products, Inc.)

AMENDED AND RESTATED

1990 OUTSIDE DIRECTORS STOCK OPTION PLAN

(As of January 29, 2004)




ARTICLE I




DEFINITIONS




          As used herein, the following terms have the meanings hereinafter set forth unless the context
clearly indicates to the contrary:




     (a) “Board” shall mean the Board of Directors of the Company.



     (b) “Company” shall mean Artesyn Technologies, Inc.



     (c) “Compensation” shall mean, for any Eligible Director, the amount of cash actually paid to
such Director as compensation for his or her service on the Board and any committees thereof
including, without limitation, all amounts paid to such Director in connection with his or her
attendance at any meetings of the Board or committees thereof.



     (d) “Date of Grant” shall mean the date an Eligible Director is initially elected to the
Board of Directors and for each respective fiscal year of the Company thereafter, the earlier of
(i) June 30, or (ii) the date on which the Stockholders of the Company shall elect directors at an
Annual Meeting of such Stockholders or any adjournment thereof; provided that a Date of Grant shall
not occur more frequently than annually.



     (e) “Deemed Value” shall mean, with respect to each share of Stock owned by an Eligible
Director on any Date of Grant, the Fair Market Value of a share of Stock on the last day of the
fiscal year of the Company immediately preceding such Date of Grant.



     (f) “Effective Date of the Plan” shall mean the original date of adoption by the stockholders
of the Company.



     (g) “Eligible Director” shall mean any Director of the Company who is not an employee of the
Company or its subsidiaries.



     (h) “Fair Market Value” shall mean the closing sales price, or the mean between the closing
high “bid” and low “asked” prices, as the case may be, of the Stock in the over-the-counter market
on the day on which such value is to be determined, as reported by the National Association of
Securities Dealers Automated Quotation System or successor national quotation service. If the
Stock is listed on a national securities exchange, “Fair Market Value” shall mean the closing price



 









 




of the Stock on such national securities exchange on the day on which such value is to be
determined, as reported in the composite quotations for securities traded on such exchange provided
by the National Association of Securities Dealers or successor national quotation service. In the
event no such quotations are available for the day in question, “Fair Market Value” shall be
determined by reference to the appropriate prices on the next preceding day for which such prices
are reported.




     (i) “Option” shall mean an Eligible Director’s stock option to purchase Stock granted
pursuant to the provisions of Article V hereof.



     (j) “Optionee” shall mean an Eligible Director to whom an Option has been granted hereunder.



     (k) “Option Price” shall mean the price at which an Optionee may purchase a share of Stock
under a Stock Option Agreement.



     (l) “Plan” shall mean the Artesyn Technologies, Inc. Amended and Restated 1990 Outside
Directors Stock Option Plan, the terms of which are set forth herein.



     (m) “Stock” shall mean the common stock, par value $.01 per share, of the Company or, in the
event that the outstanding shares of Stock are hereafter changed into or exchanged for different
stock or securities of the Company or some other corporation, such other stock or securities.



     (n) “Stock Option Agreement” shall mean an agreement between the Company and the Optionee
under which the Optionee may purchase Stock in accordance with the Plan.



ARTICLE II




THE PLAN




          2.1 Name. This Plan shall be known as the “Artesyn Technologies, Inc. Amended and
Restated 1990 Outside Directors Stock Option Plan.”




          2.2 Purpose. The purpose of the Plan is to advance the interests of the Company and its
stockholders by affording Eligible Directors of the Company an opportunity to acquire or increase
their proprietary interests in the Company, and thereby to encourage their continued service as
directors and to provide them additional incentives to achieve the growth objectives of the
Company.




          2.3 Effective Date. The Effective Date of the Plan is the date of adoption by the
stockholders of the Company.




          2.4 Termination Date. The Plan shall terminate on April 30, 2009 and no further Options
shall be granted hereunder thereafter.




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ARTICLE III




PARTICIPANTS




          Each Eligible Director shall participate in the Plan, provided that he is elected to a regular
term as such a member at an Annual Meeting of Stockholders, or any adjournment thereof.




ARTICLE IV




SHARES OF STOCK SUBJECT TO PLAN




          4.1 Limitations. Subject to any antidilution adjustment pursuant to the provisions
of Section 4.2 hereof, the maximum number of shares of Stock which may be issued and sold hereunder
shall not exceed 1,400,000 shares of Stock. Shares of Stock subject to an Option may be either
authorized and unissued shares or shares issued and later acquired by the Company; provided
however, the shares of Stock with respect to which an Option has been exercised shall not again be
available for Option hereunder. If outstanding Options granted hereunder shall terminate or expire
for any reason without being wholly exercised prior to the end of the period during which Options
may be granted hereunder, new Options may be granted hereunder covering such unexercised shares.




          4.2 Antidilution. In the event that the outstanding shares of Stock are changed into or
exchanged for a different number or kind of shares or other securities of the Company or of another
corporation by reason of merger, consolidation, reorganization, recapitalization, reclassification,
combination of shares, stock splitup or stock dividend:





     (a) The rights under outstanding Options granted hereunder, both as to the number of
subject shares and the Option price, shall be adjusted appropriately; and




     (b) Where dissolution or liquidation of the Company or any merger or combination in
which the Company is not a surviving corporation is involved, each outstanding Option
granted hereunder shall terminate, but the Optionee shall have the right, immediately prior
to such dissolution, liquidation, merger or combination, to exercise his Option, in whole or
in part, to the extent that it shall not have been exercised, without regard to the date on
which such Option would otherwise have become exercisable pursuant to Sections 5.4 and 5.5.



          The foregoing adjustments and the manner of application thereof shall be determined solely by
the Board, and any such adjustment may provide for the elimination of fractional share interests.
The adjustments required under this Article shall apply to any successor or successors of the
Company and shall be made regardless of the number or type of successive events requiring
adjustments hereunder.




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ARTICLE V




OPTIONS




          5.1 Option Grant, Number of Shares and Agreement.





     (a) Subject to the provisions of Section 5.1(b) hereof, each Eligible Director shall
automatically be granted an Option to purchase Ten Thousand (10,000) shares of Stock on each
Date of Grant. Each Option so granted shall be evidenced by a written Stock Option
Agreement, dated as of the Date of Grant and executed by the Company and the Optionee,
stating the Option’s duration, time of exercise, and exercise price. The terms and
conditions of the Option shall be consistent with the Plan.




     (b) Notwithstanding the provisions of Section 5.1(a) hereof, an Eligible Director
shall not be entitled to receive a grant of an Option on any Date of Grant unless the Deemed
Value of all shares of Stock owned by such Eligible Director on such Date of Grant shall be
no less than three hundred percent (300%) of (i) such Director’s Compensation during the
preceding fiscal year of the Company or (ii) if such Director has not previously served, or
served for less than a full fiscal year, the average of all Eligible Directors’ Compensation
during the preceding fiscal year of the Company, as determined by the Board and provided to
such Director in writing at least 10 days prior to the relevant Date of Grant;
provided that if an Eligible Director has satisfied the condition set forth above as
of a Date of Grant (the “Qualifying Date”), such Eligible Director shall not be required to
satisfy such condition on each subsequent Date of Grant so long as he or she owns on such
subsequent date at least that number of shares of Stock as he or she owned on the Qualifying
Date (as adjusted for stock splits, combinations, dividends and similar events). An
Eligible Director, who shall not be entitled to receive a grant of an Option on any
particular Date of Grant as a result of the limitation set forth in this Section 5.1(b),
shall not be precluded from receiving a grant of an option pursuant to Section 5.1(a) hereof
on any subsequent Dates of Grant on which the limitation set forth herein shall be
satisfied.



          5.2 Option Price. The Option Price of the Stock subject to each Option shall be the Fair
Market Value of the Stock on its Date of Grant.




          5.3 Exercise Period. The period for the exercise of each Option shall expire on the tenth
anniversary of the Date of Grant.




          5.4 Option Exercise.





     (a) Any Option granted under the Plan shall only become exercisable in full on the
first anniversary of the Date of Grant, provided that the Eligible Director has not
voluntarily resigned, or been removed “for cause”, as a member of the Board of Directors on
or prior to the first anniversary of the Date of Grant. An Option shall remain exercisable
after its exercise date at all times during the Exercise Period, regardless of whether the
Optionee thereafter continues to serve as a member of the Board.



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     (b) An Option may be exercised at any time or from time to time during the term of the
Option as to any or all full shares which have become exercisable in accordance with this
Section, but not as to less than 25 shares of Stock unless the remaining shares of Stock
that are so exercisable are less than 25 shares of Stock. The Option price is to be paid in
full in cash upon the exercise of the Option. The holder of an Option shall not have any of
the rights of a Stockholder with respect to the shares of Stock subject to the Option until
such shares of Stock have been issued or transferred to him upon the exercise of his Option.




     (c) An Option shall be exercised by written notice of exercise of the Option, with
respect to a specified number of shares of Stock, delivered to the Company at its principal
office, and by cash payment to the Company at said office of the full amount of the Option
price for such number of shares. In addition to, and prior to the issuance of a certificate
for shares pursuant to any Option exercise, the Optionee shall pay to the Company in cash
the full amount of any federal and state withholding or other employment taxes applicable to
the taxable income of such Optionee resulting from such exercise.



          5.5 Nontransferability of Option. Unless otherwise provided in the relevant Stock Option
Agreement, options may not be transferred by an Optionee otherwise than by will or the laws of
descent and distribution. Unless otherwise provided in the relevant Stock Option Agreement, during
the lifetime of an Optionee, his Option may be exercised only by him (or by his guardian or legal
representative, should one be appointed). In the event of the death of an Optionee, any Option
held by him may be exercised by his legatee(s) or other distributee(s) or by his personal
representative.




ARTICLE VI




STOCK CERTIFICATES




          The Company shall not be required to issue or deliver any certificate for shares of Stock
purchased upon the exercise of any Option granted hereunder or any portion thereof unless, in the
opinion of counsel to the Company, there has been compliance with all applicable legal
requirements. An Option granted under the Plan may provide that the Company’s obligation to
deliver shares of Stock upon the exercise thereof may be conditioned upon the receipt by the
Company of a representation as to the investment intention of the holder thereof in such form as
the Company shall determine to be necessary or advisable solely to comply with the provisions of
the Securities Act of 1933, as amended, or any other federal, state or local securities laws.




ARTICLE VII




TERMINATION, AMENDMENT AND MODIFICATION OF PLAN




          The Board may at any time terminate the Plan, and may at any time and from time to time and,
in any respect amend or modify the Plan.




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ARTICLE VIII




RELATIONSHIP TO OTHER COMPENSATION PLANS




          The adoption of the Plan shall neither affect any other stock option, incentive or other
compensation plans in effect for the Company or any of its subsidiaries, nor shall the adoption of
the Plan preclude the Company from establishing any other forms of incentive or other compensation
plan for directors of the Company.




ARTICLE IX




MISCELLANEOUS




          9.1 Plan Binding on Successors. The Plan shall be binding upon the successors and assigns
of the Company.




          9.2 Singular, Plural; Gender. Whenever used herein, nouns in the singular shall include
the plural, and the masculine pronoun shall include the feminine gender.




          9.3 Headings, etc., No Part of Plan. Headings of articles and paragraphs hereof are
inserted for convenience and reference, and do not constitute a part of the Plan.




          9.4 Compliance with Section 16 of the Securities, Act of 1934. As of September 24, 1996,
the Plan is intended to be governed by the provisions of Rule 16b-3 under Section 16 of the
Securities Exchange Act of 1934, as amended by Release Number 34-37260, and shall not be subject to
the phase-in period for such amendment after such date.





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