**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 GrantAgreement (the “Notice”) attached hereto, by and between Artesyn Technologies, Inc., a Floridacorporation, having its office and principal place of business located at 7900 Glades Road, Suite500, 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 theOptionee of an option (the “Option”) to purchase the number of shares of the authorized butunissued Common Stock of the Company, $.01 par value (the “Common Stock”) as set forth in theNotice, pursuant to the Company’s 2000 Performance Equity Plan, as amended and restated effectiveMarch 8, 2004 (the “Amended 2000 Plan”), conditioned upon the Optionee’s acceptance of the termsand conditions set forth in this Agreement within 60 days after this Agreement is presented to theOptionee for review; and
WHEREAS, the Optionee desires to acquire the Option on the terms and conditions set forth in thisAgreement:
     NOW, THEREFORE, and in consideration of the foregoing and of the terms and conditions hereincontained, 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 lieuof salary, the Option to purchase all or any part of an aggregate of the number of shares ofCommon Stock set forth in the Notice (the “Option Shares”) on the terms and conditions setforth 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 intothis Agreement. Capitalized terms used in the Agreement but not defined herein shall have the samemeanings as in the Amended 2000 Plan.
2.  Exercise Price. The Exercise Price of the Option shall be as set forth in theNotice, subject to adjustment as hereinafter provided.
3.  Exercise Period. Except as provided in Section 4 hereof and in this Section 3, theOption is exercisable as set forth in the attached Notice.
     Optionee’s right to exercise the Option is cumulative. Except as may be otherwise provided inSection 4, the Option expires at the close of business on the fifth anniversary of the Date ofGrant and may not be exercised at any time unless the Optionee is then an employee of the Companyor one of its subsidiaries.
4.  Effect of Termination of Employment.
 4.1  General. In the event that the Optionee’s employment is terminatedfor any reason other than death or permanent and total disability or For Cause by theCompany (as hereinafter defined), the Optionee may exercise the Option within threemonths of the date on which he ceases to be an employee (but not thereafter and in noevent after the date on which the Option would otherwise expire) but only if, and tothe
 

 

    extent that, the Option was exercisable on the date of termination. The Option, tothe extent not exercised within such three-month period shall terminate forthwith.
 4.2  Death or Disability. In the event that the Optionee’s employment isterminated by reason of death or permanent and total disability (as determined by theCommittee), the Optionee (or his legal representative, as the case may be) mayexercise the Option within twelve months of the date on which he ceases to be anemployee (but not thereafter and in no event after the date on which the Option wouldotherwise expire) but only if, and to the extent that, the Option was exercisable onthe date of termination. The Option, to the extent not exercised within suchtwelve-month period shall terminate forthwith.
 4.3  For Cause. In the event that the Optionee’s employment is terminatedFor Cause by the Company, the Option or any unexercised portion thereof shallterminate and be of no further force and effect from the date of termination. As usedherein, a “For Cause” termination shall mean, unless otherwise defined in theemployment agreement between the Optionee and the Company, the termination of theOptionee’s employment based upon objective factors determined in good faith by eitherthe President of the Company or the Board of Directors of the Company.Notwithstanding the foregoing, the Company has a reasonable basis to terminate theemployment of Optionee for cause at the time of such attempted exercise.
5.  Nonqualified Option: Withholding Tax. The Option shall not be deemed an “IncentiveStock Option” under the Internal Revenue Code of 1986, as amended (“the Code”). To the extentrequired by applicable federal, state, local or foreign law, the Optionee shall makearrangements satisfactory to the Company for the satisfaction of any withholding taxobligations that arise in connection with the exercise of the Option. The Company shall notbe required to issue any Option Shares until such obligations are satisfied. 6.  Adjustments. In accordance with the provisions of Article 11 of the Amended 2000Plan, the Committee shall make adjustments in the number and kind of Option Shares, and theExercise Price of the Option, as the Committee in its discretion deems appropriate to maintainthe Optionee’s rights hereunder. 7.  Method of Exercise.
 7.1  Notice to the Company. The Option shall be exercised by writtennotice in substantially the form attached hereto as Exhibit A directed to the Companyat its principal place of business accompanied by full payment of the Exercise Priceas hereinafter provided for the number of whole Option Shares specified in the noticeup to the number then permitted to be exercised.  7.2  Delivery of Option Shares. The Company shall make prompt delivery ofthe Option Shares upon receipt of good and available funds in payment of the ExercisePrice and, if any, withholding taxes, provided that if any law or regulation requiresthe Company to take any action with respect to the Option Shares specified in suchnotice before the issuance thereof (and the Company shall use its best efforts to takesuch action), then the date of delivery of such Option Shares shall be extended forthe period necessary to take such action. The Optionee shall not have any of therights of a shareholder with respect to the Option Shares until such Shares have beenissued after the due exercise of the Option.  7.3  Additional Documents. In addition, the Board of Directors of theCompany may require, as a condition to the sale of any Option Shares, that theOptionee deliver to the Company such documents, including such appropriate investment
 

 

    representations, as may reasonably be required by counsel for the Company toeffectuate compliance with applicable securities laws.
 7.4  Payment of Exercise Price. The Exercise Price shall be paid in cashat the time of exercise, subject to the Committee’s discretion to accept such otherconsideration as it deems appropriate. Cash payment of the Exercise Price shall bemade by means of wire transfer, certified or bank check or personal check payable tothe Company, or such other method as is acceptable to the Committee.
8.  Nonassignability. The Option hereby granted is nonassignable and may not bealienated, sold, assigned, hypothecated, pledged, exchanged, transferred, encumbered orcharged, in any way (whether by operation of law or otherwise) except in the event of thedeath of Optionee in accordance with the terms of the Amended 2000 Plan and shall not besubject to execution, attachment or similar process. No transfer of the Option by theOptionee by will or laws of descent and distribution shall be effective to bind the Companyunless the Company shall have been furnished with written notice thereof and a copy of thewill and such other evidence as the Company may deem necessary to establish the validity ofthe 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, encumberor 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 onthe rights conferred hereby, the Option and the rights and privileges conferred hereby shallimmediately become null and void.
9.  Company Representations. The Company hereby represents and warrants to the Optioneethat:
 (i)  the Company, by appropriate and all required action, is dulyauthorized to enter into this Agreement and consummate all of the transactionscontemplated hereunder; and  (ii)  The Option Shares, when issued and delivered by the Companyto the Optionee in accordance with the terms and conditions hereof, will beduly and validly issued and fully paid and non-assessable.
10.  Optionee Representations. The Optionee hereby represents and warrants to the Companythat:
 (i)  the Optionee is acquiring the Option and will acquire theOption Shares for Optionee’s own account and not with a view towards thedistribution thereof;  (ii)  the Optionee must bear the economic risk of the investment inthe Option Shares for an indefinite period of time because the Option Sharesmay be subject to restrictions on their sale or resale unless certainrequirements are met;  (iii)  the Optionee has received copies of the most recentinformation statement relating to the Amended 2000 Plan, reports and documentsrequired to be filed by the Company with the Securities and ExchangeCommission pursuant to the Securities Exchange Act of 1934 within the lasttwelve (12) months and all reports issued by the Company to its stockholders.
11.  Regulatory Restrictions on Option Shares. Notwithstanding any other provision of theAmended 2000 Plan, the obligation of the Company to issue Option Shares under the Amended 2000Plan shall be subject to all applicable laws, rules and regulations and such approval by anyregulatory body as may be required. The Company reserves the right to restrict, in whole orin part, the delivery of Option Shares pursuant to this Option prior to the satisfaction ofall 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 andother communications which are required or permitted to be given under this Agreementshall be in writing and shall be either delivered personally or sent by registered orcertified mail, or by private courier, return receipt requested, postage prepaid tothe parties at their respective addresses set forth herein, or to such other addressas either shall have specified by notice in writing to the other. Notice shall bedeemed duly given hereunder when delivered or mailed as provided herein.  12.2  Waiver. The waiver by any party hereto of a breach of any provisionof this Agreement shall not operate or be construed as a waiver of any other orsubsequent breach.  12.3  Entire Agreement. This Agreement, the Notice and the Plan constitutethe 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 theCompany.  12.4  Binding Effect; Successors. This Agreement shall inure to thebenefit of and be binding upon the parties hereto and to the extent not prohibitedherein, their respective heirs, successors, assigns and representatives. Nothing inthis Agreement, express or implied, is intended to confer on any person other than theparties hereto and as provided above, their respective heirs, successors, assigns andrepresentatives any rights, remedies, obligations or liabilities.  12.5  Governing Law. This Agreement shall be governed by and construed inaccordance with the laws of the State of Florida.  12.6  Headings. The headings contained herein are for the sole purpose ofconvenience of reference, and shall not in any way limit or affect the meaning orinterpretation of any of the terms or provisions of this Agreement.  12.7  Amendments to the Amended 2000 Plan: Conflicts. No amendment ormodification of the Amended 2000 Plan shall be construed as to terminate the Optiongranted under this Agreement. In the event of a conflict between the provisions ofthe Amended 2000 Plan and the provisions of this Agreement, the provisions of theAmended 2000 Plan shall in all respects be controlling.  12.8  No Right to Continued Employment. Nothing in this Agreement shallconfer upon the Optionee any right to continue in the employ or service of the Companyor 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 firstabove written.         ARTESYN TECHNOLOGIES, INC.        By:                 OPTIONEE: