Stock Option Agreement



 






Exhibit 10.24




STOCK OPTION AGREEMENT

UNDER THE

1990 OUTSIDE DIRECTORS’ STOCK OPTION PLAN




     OPTION AGREEMENT made as of the 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, Boca Raton, Florida 33434 (hereinafter referred to as the “Company”), and the person
identified in the Notice (the “Eligible Director/Optionee”).



W I T N E S S E T H:




     WHEREAS, the Board of Directors of the Company adopted on August 29, 1990, a stock option plan
for the Company’s Directors, known as the Artesyn Technologies, Inc. Amended and Restated 1990
Outside Directors’ Stock Option Plan (hereinafter referred to as the “Plan”); and



     WHEREAS, the Eligible Director has, as of the date hereof, been granted an option under the
Plan to purchase the number of shares of the Company’s common stock as set forth in the attached
Notice, and the Company and the Eligible Director desire to enter into a written agreement with
respect to such option in accordance with the Plan.



     NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto
agree as follows:



     1. Incorporation of the Plan. This option is granted pursuant to the provisions of
the Plan and the terms and definitions of the Plan are incorporated by reference in this Option
Agreement and made a part hereof. A copy of the Plan has been delivered to, and receipt is hereby
acknowledged by, the Eligible Director.



     2. Grant of Option. Subject to the terms, restrictions, limitations and conditions
stated herein, the Company hereby evidences its grant to the Eligible Director of the right and
option (the “Option”) to purchase all or any part of an aggregate number of shares of the Company’s
common stock as set forth in the attached Notice.



     3. Purchase Price. The price per share to be paid by the Eligible Director on
exercise of the Option Shares shall be as set forth in the attached Notice.



     4. Exercise Terms. The Option shall be exercisable as set forth in the attached
Notice.



     5. Option Non-Transferable. The Option and all rights hereunder are neither
assignable nor transferable, and may not be pledged or hypothecated in any way, by the Eligible
Director otherwise than by will or under the laws of descent and distribution, and during the
Eligible



 









 




Director’s lifetime this Option is exercisable only by him (or by his guardian or legal
representative, should one be appointed). In the event of the Eligible Director’s death, the
Option may be exercised by his legatee(s) or other distributee(s) or by his personal
representative. The Option shall not be subject to execution, attachment or similar process, and
any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option
contrary to the provisions hereof shall be null and void and without legal effect.




     6. Notice of Exercise of Option. The Option may be exercised by a written notice
signed by the Eligible Director, or by such other person as is authorized to effect such exercise,
and delivered or mailed to the Company at its principal office located in Boca Raton, Florida, to
the attention of the Secretary or such other officer as the Company may designate. Any such notice
shall (a) specify the number of shares of Stock which such person then elects to purchase
hereunder; and (b) be accompanied by a check acceptable to the Company in payment of the total
price applicable to such shares of Stock as provided herein. In addition, prior to the issuance of
a certificate for shares of Stock pursuant to any Option exercise, the Eligible Director shall pay
to the Company the full amount of any required federal and state withholding or other taxes
applicable to the taxable income of such Eligible Director resulting from such exercise.



     Upon receipt of any such notice and accompanying payment, and subject to the terms hereof and
Article VI of the Plan, the Company agrees to cause to be issued one or more stock certificates
aggregating the number of shares of Stock specified in such notice registered in the name of the
person exercising the Option. In the event the Option is being exercised by any person or persons
other than the Eligible Director, the notice shall be accompanied by appropriate proof of the right
of such person or persons to exercise the Option.



     7. Anti-Dilution Provisions. If, after the Date of Grant and prior to the complete
exercise of the Option, the outstanding shares of the Common Stock of the Company 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 split, or stock dividends, the Board of Directors
will, in accordance with the terms of the plan, appropriately adjust the rights under this Option
pertaining to any unexercised portion thereof.



     Notwithstanding the foregoing, in the event the Company is dissolved or liquidated or involved
in any merger or combination in which the Company is not a surviving corporation, the Option shall
terminate, but the Eligible Director shall have the right, immediately prior to such dissolution,
liquidation, merger or combination, to exercise this Option, in whole or in part, to the extent
that it shall not have been exercised, without regard to the date on which the Option would
otherwise become exercisable pursuant to Section 4 hereof; provided, that the Board in its
reasonable discretion may provide for a conversion of the outstanding Option into (a) an equivalent
option to purchase shares of the surviving corporation, or (b) cash or other appropriate
consideration in lieu of the termination provisions set forth above.



 









 





     Notwithstanding the provisions of any prior option agreement under the Plan between the
Eligible Director and the Company (collectively, the “Prior Option Agreements”), the Eligible
Director and the Company hereby agree that the terms of this Section 7, as set forth in this Option
Agreement, shall apply to all outstanding Options held by the Eligible Director as of the date of
this Option Agreement, and each of the Prior Option Agreements are hereby amended to the extent
such Prior Option Agreements conflict with the terms hereof.



     8. Representations of the Company. The Company hereby represents and warrants to the
Eligible Director that:




       A. 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




       A. the shares of Stock to be issued upon the exercise of the Option, when issued and
delivered by the Company to the Eligible Director in accordance with the terms and
conditions hereof, will be duly and validly issued and fully paid and non-assessable.



     9. Regulatory Restrictions on Stock. Notwithstanding any other provision of the
Plan, the obligation of the Company to issue shares of Stock under the 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 shares of Stock
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.



     10. Representations of Eligible Director. The Eligible Director hereby represents
and warrants to the Company that he is acquiring the Option and shall acquire the Option Shares for
his own account and not with a view towards the distribution thereof.



     11. Other Matters. The Eligible Director hereby acknowledges that:




       A. he 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;




       B. the Eligible Director has received copies of the most recent information statement
relating to the 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.



     12. Amendments to Plan; Conflicts. No amendment or modification of the Plan shall be
construed as to terminate the Option under this Agreement. In the event of a conflict between the



 









 




provisions of the Plan and the provisions of this Agreement, the provisions of the Plan shall
in all respects be controlling.




     13. Miscellaneous.




       A. Notices. All notices, requests, deliveries, payments, demands and other
communications 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 so delivered or mailed as provided herein.




       B. 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.




       C. Entire Agreement. This Agreement, the Notice and the Plan constitute the
entire agreement between the parties with respect to the subject matter hereof.




       D. 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,
expressed 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.




       E. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.




       F. 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 of or
interpretation of any of the terms or provisions of this Agreement.



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




    	 	 	 	 	 	 	 
	[CORPORATE
            SEAL]
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	ARTESYN TECHNOLOGIES, INC.
	 
	 	 	 	 	 	 
	ATTEST:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	By	 	 	 	 
	 
          
	 	 	 	 	 	 
	 
        
	 	 	 	Joseph M. O’Donnell	 	 
	Richard
            J. Thompson, 
	 	 	 	Chief Executive Officer and President	 	 
	  Secretary
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	ELIGIBLE DIRECTOR