Special Executive Stock Option/Stock Issuance Plan



 Exhibit 10.3 
  
 SYNNEX INFORMATION TECHNOLOGIES, INC. 
  
 SPECIAL EXECUTIVE STOCK OPTION/STOCK ISSUANCE PLAN 
  
 AS AMENDED AND RESTATED JANUARY 22, 2000 
  
 ARTICLE ONE 
  
 GENERAL PROVISIONS 
  
 I.    PURPOSE OF THE PLAN 
  
 This Special Executive Stock Option/Stock Issuance Plan is
intended to promote the interests of Synnex Information Technologies, Inc., a California corporation, by providing eligible persons in the Corporation’s employ or service with the opportunity to acquire a proprietary interest, or otherwise
increase their proprietary interest, in the Corporation as an incentive for them to continue in such employ or service. 
  
 Capitalized terms herein shall have the meanings assigned to such terms in the attached Appendix. 
  
 All share numbers in this plan restatement reflect the four
(4)-for-one (1) split of the Common Stock which occurred on November 30, 1999. 
  
 II.    STRUCTURE OF THE PLAN 
  
 A.    The Plan shall be divided into two (2) separate equity programs: 
  
 (i)    the Option Grant Program under
which eligible persons may, at the discretion of the Plan Administrator, be granted options to purchase shares of Common Stock, and 
  
 (ii)    the Stock Issuance Program under which eligible persons may, at the discretion of the Plan Administrator, be
issued shares of Common Stock directly, either through the immediate purchase of such shares or as a bonus for services rendered the Corporation (or any Parent or Subsidiary). 
  
 B.    The provisions of Articles One and Four shall apply to both equity programs under
the Plan and shall accordingly govern the interests of all persons under the Plan. 
  
 III.    ADMINISTRATION OF THE PLAN 
  
 A.    The Plan shall be administered by the Board. However, any or all administrative functions otherwise exercisable
by the Board may be delegated to the Committee. Members of the Committee shall serve for such period of time as the Board may determine and 








 
shall be subject to removal by the Board at any time. The Board may also at any time terminate the functions of the Committee and reassume all powers and
authority previously delegated to the Committee. 
  
 B.    The Plan Administrator shall have full power and authority (subject to the provisions of the Plan) to establish such rules and regulations as it may deem appropriate for proper administration of the Plan and to
make such determinations under, and issue such interpretations of, the Plan and any outstanding options or stock issuances thereunder as it may deem necessary or advisable. Decisions of the Plan Administrator shall be final and binding on all
parties who have an interest in the Plan or any option or stock issuance thereunder. 
  
 C.    All stock options and direct stock issuances under the Plan shall be made in compliance with the applicable
requirements of Section 25102(f) of the California Corporations Code so that the qualification of those securities shall not be required in the State of California. 
  
 IV.    ELIGIBILITY 
  
 A.    The persons eligible to participate in the Plan shall be limited solely to
Employees who are executives or officers of the Corporation or members of the Board. 
  
 B.    The Plan Administrator shall have full authority to determine, (i) with respect to the grants under the Option
Grant Program, which eligible persons are to receive the option grants, the time or times when those grants are to be made, the number of shares to be covered by each such grant, the status of the granted option as either an Incentive Option or a
Non-Statutory Option, the time or times when each option is to become exercisable, the vesting schedule (if any) applicable to the option shares and the maximum term for which the option is to remain outstanding, and (ii) with respect to stock
issuances under the Stock Issuance Program, which eligible persons are to receive such stock issuances, the time or times when those issuances are to be made, the number of shares to be issued to each Participant, the vesting schedule (if any)
applicable to the issued shares and the consideration to be paid by the Participant for such shares. 
  
 C.    The Plan Administrator shall have the absolute discretion either to grant options in accordance with the Option
Grant Program or to effect stock issuances in accordance with the Stock Issuance Program. 
  
 V.    STOCK SUBJECT TO THE PLAN 
  
 A.    The stock issuable under the Plan shall be shares of authorized but unissued or reacquired Common Stock. The
maximum number of shares of Common Stock which may be issued over the term of the Plan shall not exceed 14,300,000 shares. Such share reserve is comprised of (i) the 8,000,000 shares of Common Stock initially authorized for issuance under the Plan
plus (ii) an additional increase of 6,300,000 shares of Common Stock authorized by the Board in January 2000. Such share increase is subject to the approval of the Corporation’s stockholders, 

  

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and no stock option grants or share issuances shall be made on the basis of that increase unless and until the requisite shareholder approval is obtained.

  
 B.    Shares of Common
Stock subject to outstanding options shall be available for subsequent issuance under the Plan to the extent (i) the options expire or terminate for any reason prior to exercise in full or (ii) the options are cancelled in accordance with the
cancellation-regrant provisions of Article Two. Unvested shares issued under the Plan and subsequently repurchased by the Corporation, at the option exercise or direct issue price paid per share, pursuant to the Corporation’s repurchase rights
under the Plan shall be added back to the number of shares of Common Stock reserved for issuance under the Plan and shall accordingly be available for reissuance through one or more subsequent option grants or direct stock issuances under the Plan.

  
 C.    Should any change be
made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation’s receipt of
consideration, appropriate adjustments shall be made to (i) the maximum number and/or class of securities issuable under the Plan and (ii) the number and/or class of securities and the exercise price per share in effect under each outstanding option
in order to prevent the dilution or enlargement of benefits thereunder. The adjustments determined by the Plan Administrator shall be final, binding and conclusive. In no event shall any such adjustments be made in connection with the conversion of
one or more outstanding shares of the Corporation’s preferred stock into shares of Common Stock. 
  
 ARTICLE TWO 
  
 OPTION GRANT PROGRAM 
  
 I.    OPTION TERMS 
  
 Each option shall be evidenced by one or more documents in the form approved by the Plan Administrator; provided, however, that each such document shall comply with the terms specified below. Each document evidencing an Incentive Option
shall, in addition, be subject to the provisions of the Plan applicable to such options. 
  
 A.    Exercise Price. 
  
 1.    The exercise price per share shall be fixed by the Plan Administrator, but in no
event shall such exercise price be less than eighty-five percent (85%) of the Fair Market Value per share of Common Stock on the option grant date. 
  
 2.    The exercise price shall become immediately due upon exercise of the option and shall, subject to the provisions
of Section I of Article Four and the documents evidencing the option, be payable in cash or check made payable to the Corporation. Should the 

  

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Common Stock be registered under Section 12(g) of the 1934 Act at the time the option is exercised, then the exercise price may also be paid as follows:

  
 (i)    in shares of
Common Stock held for the requisite period necessary to avoid a charge to the Corporation’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, or 
  
 (ii)    to the extent the option is
exercised for vested shares, through a special sale and remittance procedure pursuant to which the Optionee shall concurrently provide irrevocable instructions (A) to a Corporation-designated brokerage firm to effect the immediate sale of the
purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased shares plus all applicable Federal, state and local income and
employment taxes required to be withheld by the Corporation by reason of such exercise and (B) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. 
  
 Except to the extent such sale and remittance procedure is
utilized, payment of the exercise price for the purchased shares must be made on the Exercise Date. 
  
 B.    Exercise and Term of Options. Each option shall be exercisable at such time or times, during such
period and for such number of shares as shall be determined by the Plan Administrator and set forth in the documents evidencing the option grant. However, no option shall have a term in excess of ten (10) years measured from the option grant date.

  
 C.    Effect of
Termination of Service. 
  
 1.    The following provisions shall govern the exercise of any options held by the Optionee at the time of cessation of Service or death: 
  
 (i)    Should the Optionee cease to remain in Service for any reason other than death,
Disability or Misconduct, then the Optionee shall have a period of three (3) months following the date of such cessation of Service during which to exercise each outstanding option held by such Optionee. 
  
 (ii)    Should Optionee’s Service
terminate by reason of Disability, then the Optionee shall have a period of twelve (12) months following the date of such cessation of Service during which to exercise each outstanding option held by such Optionee. 
  
 (iii)    If the Optionee dies while
holding an outstanding option, then the personal representative of his or her estate or the person or persons to whom the option is transferred pursuant to the Optionee’s will or the laws of inheritance shall have a twelve (12)-month period
following the date of the Optionee’s death to exercise such option. 
  

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 (iv)    Under no circumstances, however, shall any such option be
exercisable after the specified expiration of the option term. 
  
 (v)    During the applicable post-Service exercise period, the option may not be exercised in the aggregate for more than the number of vested shares for which the option is exercisable on the date
of the Optionee’s cessation of Service. Upon the expiration of the applicable exercise period or (if earlier) upon the expiration of the option term, the option shall terminate and cease to be outstanding for any vested shares for which the
option has not been exercised. However, the option shall, immediately upon the Optionee’s cessation of Service, terminate and cease to be outstanding with respect to any and all option shares for which the option is not otherwise at the time
exercisable or in which the Optionee is not otherwise at that time vested. 
  
 (vi)    Should Optionee’s Service be terminated for Misconduct, then all outstanding options held by the Optionee shall terminate immediately and cease to remain outstanding. 
  
 2.    The Plan Administrator shall have
the discretion, exercisable either at the time an option is granted or at any time while the option remains outstanding, to: 
  
 (i)    extend the period of time for which the option is to remain exercisable following Optionee’s cessation of
Service or death from the limited period otherwise in effect for that option to such greater period of time as the Plan Administrator shall deem appropriate, but in no event beyond the expiration of the option term, and/or 
  
 (ii)    permit the option to be
exercised, during the applicable post-Service exercise period, not only with respect to the number of vested shares of Common Stock for which such option is exercisable at the time of the Optionee’s cessation of Service but also with respect to
one or more additional installments in which the Optionee would have vested under the option had the Optionee continued in Service. 
  
 D.    Shareholder Rights. The holder of an option shall have no shareholder rights with respect to the
shares subject to the option until such person shall have exercised the option, paid the exercise price and become the recordholder of the purchased shares. 
  
 E.    Unvested Shares. The Plan Administrator shall have the discretion to grant options which are
exercisable for unvested shares of Common Stock. Should the Optionee cease Service while holding such unvested shares, the Corporation shall have the right to repurchase, at the exercise price paid per share, any or all of those unvested shares. The
terms upon which such repurchase right shall be exercisable (including the period and procedure for exercise and the appropriate vesting schedule for the purchased shares) shall be established by the Plan Administrator and set forth in the document
evidencing such repurchase right. 
  

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 F.    First Refusal Rights. Until such time as the
Common Stock is first registered under Section 12(g) of the 1934 Act, the Corporation shall have the right of first refusal with respect to any proposed disposition by the Optionee (or any successor in interest) of any shares of Common Stock issued
under the Plan. Such right of first refusal shall be exercisable in accordance with the terms established by the Plan Administrator and set forth in the document evidencing such right. 
  
 G.    Limited Transferability of Options. During the lifetime of the
Optionee, the option shall be exercisable only by the Optionee and shall not be assignable or transferable other than by will or by the laws of descent and distribution following the Optionee’s death. 
  
 H.    Withholding. The
Corporation’s obligation to deliver shares of Common Stock upon the exercise of any options granted under the Plan shall be subject to the satisfaction of all applicable Federal, state and local income and employment tax withholding
requirements. 
  
 II.    INCENTIVE OPTIONS

  
 The terms specified below shall be
applicable to all Incentive Options. Except as modified by the provisions of this Section II, all the provisions of the Plan shall be applicable to Incentive Options. Options which are specifically designated as Non-Statutory Options shall not be
subject to the terms of this Section II. 
  
 A.    Exercise Price. The exercise price per share shall not be less than one hundred percent (100%) of the Fair Market Value per share of Common Stock on the option grant date. 
  
 B.    Dollar Limitation.
The aggregate Fair Market Value of the shares of Common Stock (determined as of the respective date or dates of grant) for which one or more options granted to any Employee under the Plan (or any other option plan of the Corporation or any Parent or
Subsidiary) may for the first time become exercisable as Incentive Options during any one (1) calendar year shall not exceed the sum of One Hundred Thousand Dollars ($100,000). To the extent the Employee holds two (2) or more such options which
become exercisable for the first time in the same calendar year, the foregoing limitation on the exercisability of such options as Incentive Options shall be applied on the basis of the order in which such options are granted. 
  
 C.    10% Shareholder. If
any Employee to whom an Incentive Option is granted is a 10% Shareholder, then the exercise price paid shall not be less than one hundred ten percent (110%) of the Fair Market value per share of Common Stock on the option grant date, and the option
term shall not exceed five (5) years measured from the option grant date. 
  
 III.    CORPORATE TRANSACTION 
  
 A.    Each option outstanding under the Plan at the time of a Corporate Transaction shall automatically accelerate in
full so that each such option shall, immediately prior to the effective date of the Corporate Transaction, become fully exercisable for all of the 

  

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shares of Common Stock at the time subject to that option and may be exercised for any or all of those shares as fully-vested shares of Common Stock.
However, an outstanding option shall not become exercisable on such an accelerated basis if and to the extent: (i) such option is assumed by the successor corporation (or parent thereof) in the Corporate Transaction or (ii) such option is to be
replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Corporate Transaction on the shares for which the option is not otherwise at that time exercisable and provides for subsequent
payout in accordance with the same vesting/exercise schedule applicable to those option shares or (iii) the acceleration of such option is subject to other limitations imposed by the Plan Administrator at the time of the option grant. 
  
 B.    Immediately following the
consummation of the Corporate Transaction, all outstanding options shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof). 
  
 C.    Each option which is assumed in
connection with a Corporate Transaction shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to the Optionee in consummation of such Corporate
Transaction, had the option been exercised immediately prior to such Corporate Transaction. Appropriate adjustments shall also be made to (i) the number and class of securities available for issuance under the Plan following the consummation of such
Corporate Transaction and (ii) the exercise price payable per share under each outstanding option, provided the aggregate exercise price payable for such securities shall remain the same. 
  
 D.    The Plan Administrator shall have the discretion, exercisable either at the time
the option is granted or at any time while the option remains outstanding, to provide for the automatic acceleration (in whole or in part) of one or more outstanding options upon the occurrence of a Corporate Transaction, whether or not those
options are to be assumed in the Corporate Transaction. 
  
 E.    The Plan Administrator shall also have full power and authority, exercisable either at the time the option is granted or at any time while the option remains outstanding, to structure such option so that the option
will automatically accelerate and become immediately exercisable for all the shares at the time subject to that option should the Optionee’s Service terminate by reason of an Involuntary Termination within a designated period (not to exceed
eighteen (18) months) following the effective date of any Corporate Transaction in which the option is assumed and does not otherwise accelerate. Any option so accelerated shall remain exercisable for the fully-vested option shares until the earlier
of (i) the expiration of the option term or (ii) the expiration of the one (1)-year period measured from the effective date of the Involuntary Termination. 
  
 F.    The portion of any Incentive Option accelerated in connection with a Corporate Transaction shall remain
exercisable as an Incentive Option only to the extent the applicable One Hundred Thousand Dollar limitation is not exceeded. To the extent such dollar limitation is exceeded, the accelerated portion of such option shall be exercisable as a
Non-Statutory Option under the Federal tax laws. 
  

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 G.    The grant of options under the Plan shall in no way affect the
right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets. 
  
 IV.    CANCELLATION AND REGRANT OF OPTIONS

  
 The Plan Administrator shall have the
authority to effect, at any time and from time to time, with the consent of the affected option holders, the cancellation of any or all outstanding options under the Plan and to grant in substitution therefor new options covering the same or
different number of shares of Common Stock but with an exercise price per share based on the Fair Market Value per share of Common Stock on the new option grant date. 
  
 ARTICLE THREE 
  
 STOCK ISSUANCE PROGRAM 
  
 I.    STOCK ISSUANCE TERMS 
  
 Shares of Common Stock may be issued under the Stock Issuance Program through direct and immediate issuances without any intervening
option grants. Each such stock issuance shall be evidenced by a Stock Issuance Agreement which complies with the terms specified below. 
  
 A.    Purchase Price. 
  
 1.    The purchase price per share shall be fixed by the Plan Administrator but shall
not be less than eighty-five percent (85%) of the Fair Market Value per share of Common Stock on the issue date. 
  
 2.    Subject to the provisions of Section I of Article Four, shares of Common Stock may be issued under the Stock
Issuance Program for any of the following items of consideration which the Plan Administrator may deem appropriate in each individual instance: 
  
 (i)    cash or check made payable to the Corporation, or 
  
 (ii)    past services rendered to the
Corporation (or any Parent or Subsidiary). 
  
 B.    Vesting Provisions. 
  
 1.    Shares of Common Stock issued under the Stock Issuance Program may, in the discretion of the Plan Administrator, be fully and immediately vested upon issuance 

  

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or may vest in one or more installments over the Participant’s period of Service or upon attainment of specified performance objectives. 
  
 2.    Any new, substituted or additional
securities or other property (including money paid other than as a regular cash dividend) which the Participant may have the right to receive with respect to the Participant’s unvested shares of Common Stock by reason of any stock dividend,
stock split, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation’s receipt of consideration shall be issued subject to (i) the same vesting
requirements applicable to the Participant’s unvested shares of Common Stock and (ii) such escrow arrangements as the Plan Administrator shall deem appropriate. 
  
 3.    The Participant shall have full shareholder rights with respect to any shares of
Common Stock issued to the Participant under the Stock Issuance Program, whether or not the Participant’s interest in those shares is vested. Accordingly, the Participant shall have the right to vote such shares and to receive any regular cash
dividends paid on such shares. 
  
 4.    Should the Participant cease to remain in Service while holding one or more unvested shares of Common Stock issued under the Stock Issuance Program or should the performance objectives not be attained with respect
to one or more such unvested shares of Common Stock, then those shares shall be immediately surrendered to the Corporation for cancellation, and the Participant shall have no further shareholder rights with respect to those shares. To the extent the
surrendered shares were previously issued to the Participant for consideration paid in cash or cash equivalent (including the Participant’s purchase-money indebtedness), the Corporation shall repay to the Participant the cash consideration paid
for the surrendered shares and shall cancel the unpaid principal balance of any outstanding purchase-money note of the Participant attributable to such surrendered shares. 
  
 5.    The Plan Administrator may in its discretion waive the surrender and cancellation
of one or more unvested shares of Common Stock (or other assets attributable thereto) which would otherwise occur upon the non-completion of the vesting schedule applicable to such shares. Such waiver shall result in the immediate vesting of the
Participant’s interest in the shares of Common Stock as to which the waiver applies. Such waiver may be effected at any time, whether before or after the Participant’s cessation of Service or the attainment or non-attainment of the
applicable performance objectives. 
  
 C.    First Refusal Rights. Until such time as the Common Stock is first registered under Section 12(g) of the 1934 Act, the Corporation shall have the right of first refusal with respect to any proposed disposition by
the Participant (or any successor in interest) of any shares of Common Stock issued under the Stock Issuance Program. Such right of first refusal shall be exercisable in accordance with the terms established by the Plan Administrator and set forth
in the document evidencing such right. 
  

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 II.    CORPORATE TRANSACTION 
  
 A.    Upon the occurrence of a Corporate
Transaction, all outstanding repurchase rights under the Stock Issuance Program shall terminate automatically, and the shares of Common Stock subject to those terminated rights shall immediately vest in full, except to the extent: (i) those
repurchase rights are assigned to the successor corporation (or parent thereof) in connection with such Corporate Transaction or (ii) such accelerated vesting is precluded by other limitations imposed by the Plan Administrator at the time the
repurchase right is issued. 
  
 B.    The Plan Administrator shall have the discretionary authority, exercisable either at the time the unvested shares are issued or any time while the Corporation’s repurchase rights with respect to those shares
remain outstanding, to provide that those rights shall automatically terminate on an accelerated basis, and the shares of Common Stock subject to those terminated rights shall immediately vest, in the event the Participant’s Service should
subsequently terminate by reason of an Involuntary Termination within a designated period (not to exceed eighteen (18) months) following the effective date of any Corporate Transaction in which those repurchase rights are assigned to the successor
corporation (or parent thereof). 
  
 III.    SHARE ESCROW/LEGENDS 
  
 Unvested shares may, in the Plan Administrator’s discretion, be held in escrow by the Corporation until the Participant’s interest in such shares vests or may be issued directly to the Participant with
restrictive legends on the certificates evidencing those unvested shares. 
  
 ARTICLE FOUR 
  
 MISCELLANEOUS 
  
 I.    FINANCING 
  
 The Plan Administrator may permit any Optionee or Participant to pay the option exercise price or the purchase price for shares issued to such person under the Plan by delivering a full-recourse, interest-bearing promissory note payable in
one or more installments and secured by the purchased shares. However, any promissory note delivered by a consultant must be secured by collateral in addition to the purchased shares of Common Stock. In no event shall the maximum credit available to
the Optionee or Participant exceed the sum of (i) the aggregate option exercise price or purchase price payable for the purchased shares plus (ii) any Federal, state and local income and employment tax liability incurred by the Optionee or the
Participant in connection with the option exercise or share purchase. 
  

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 II.    EFFECTIVE DATE AND TERM OF PLAN 
  
 A.    The Plan shall become effective
when adopted by the Board, but no option granted under the Plan may be exercised, and no shares shall be issued under the Plan, until the Plan is approved by the Corporation’s shareholders. If such shareholder approval is not obtained within
twelve (12) months after the date of the Board’s adoption of the Plan, then all options previously granted under the Plan shall terminate and cease to be outstanding, and no further options shall be granted and no shares shall be issued under
the Plan. Subject to such limitation, the Plan Administrator may grant options and issue shares under the Plan at any time after the effective date of the Plan and before the date fixed herein for termination of the Plan. 
  
 B.    The Plan shall terminate upon the
earliest of (i) the expiration of the ten (10)-year period measured from the date the Plan is adopted by the Board, (ii) the date on which all shares available for issuance under the Plan shall have been issued as vested shares or (iii) the
termination of all outstanding options in connection with a Corporate Transaction. All options and unvested stock issuances outstanding at that time under the Plan shall continue to have full force and effect in accordance with the provisions of the
documents evidencing such options or issuances. 
  
 III.    AMENDMENT OF THE PLAN 
  
 A.    The Board shall have complete and exclusive power and authority to amend or modify the Plan in any or all respects. However, no such amendment or modification shall adversely affect the
rights and obligations with respect to options or unvested stock issuances at the time outstanding under the Plan unless the Optionee or the Participant consents to such amendment or modification. In addition, certain amendments may require
shareholder approval pursuant to applicable laws and regulations. 
  
 B.    Options may be granted under the Option Grant Program and shares may be issued under the Stock Issuance Program which are in each instance in excess of the number of shares of Common Stock
then available for issuance under the Plan, provided any excess shares actually issued under those programs shall be held in escrow until there is obtained shareholder approval of an amendment sufficiently increasing the number of shares of Common
Stock available for issuance under the Plan. If such shareholder approval is not obtained within twelve (12) months after the date the first such excess issuances are made, then (i) any unexercised options granted on the basis of such excess shares
shall terminate and cease to be outstanding and (ii) the Corporation shall promptly refund to the Optionees and the Participants the exercise or purchase price paid for any excess shares issued under the Plan and held in escrow, together with
interest (at the applicable Short Term Federal Rate) for the period the shares were held in escrow, and such shares shall thereupon be automatically cancelled and cease to be outstanding. 
  
 IV.    USE OF PROCEEDS 
  
 Any cash proceeds received by the Corporation from the sale of shares of Common Stock under the Plan shall
be used for general corporate purposes. 
  

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 V.    WITHHOLDING 
  
 The Corporation’s obligation to deliver shares of Common
Stock upon the exercise of any options or upon the issuance or vesting of any shares issued under the Plan shall be subject to the satisfaction of all applicable Federal, state and local income and employment tax withholding requirements.

  
 VI.    REGULATORY APPROVALS

  
 The implementation of the Plan, the
granting of any options under the Plan and the issuance of any shares of Common Stock (i) upon the exercise of any option or (ii) under the Stock Issuance Program shall be subject to the Corporation’s procurement of all approvals and permits
required by regulatory authorities having jurisdiction over the Plan, the options granted under it and the shares of Common Stock issued pursuant to it. 
  
 VII.    NO EMPLOYMENT OR SERVICE RIGHTS 
  
 Nothing in the Plan shall confer upon the Optionee or the Participant any right to continue in Service for
any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Parent or Subsidiary employing or retaining such person) or of the Optionee or the Participant, which rights are hereby
expressly reserved by each, to terminate such person’s Service at any time for any reason, with or without cause. 
  

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 APPENDIX 
  
 The following definitions shall be in effect under the Plan: 
  
 A.    Board shall mean the
Corporation’s Board of Directors. 
  
 B.    Code shall mean the Internal Revenue Code of 1986, as amended. 
  
 C.    Committee shall mean a committee of two (2) or more Board members appointed by the Board to
exercise one or more administrative functions under the Plan. 
  
 D.    Common Stock shall mean the Corporation’s common stock. 
  
 E.    Corporate Transaction shall mean either of the following shareholder-approved transactions to
which the Corporation is a party: 
  
 (i)    a merger or consolidation in which securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation’s outstanding securities are transferred to a person or persons
different from the persons holding those securities immediately prior to such transaction, or 
  
 (ii)    the sale, transfer or other disposition of all or substantially all of the Corporation’s assets in
complete liquidation or dissolution of the Corporation. 
  
 F.    Corporation shall mean Synnex Information Technologies, Inc., a California corporation, and any successor corporation to all or substantially all of the assets or voting stock
of Synnex Information Technologies, Inc. which shall by appropriate action adopt the Plan. 
  
 G.    Disability shall mean the inability of the Optionee or the Participant to engage in any
substantial gainful activity by reason of any medically determinable physical or mental impairment and shall be determined by the Plan Administrator on the basis of such medical evidence as the Plan Administrator deems warranted under the
circumstances. 
  
 H.    Employee shall mean an individual who is in the employ of the Corporation (or any Parent or Subsidiary), subject to the control and direction of the employer entity as to both the work to be performed
and the manner and method of performance. 
  
 I.    Exercise Date shall mean the date on which the Corporation shall have received written notice of the option exercise. 
  

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 J.    Fair Market Value per share of Common Stock on
any relevant date shall be determined in accordance with the following provisions: 
  
 (i)    If the Common Stock is at the time traded on the Nasdaq National Market, then the Fair Market Value shall be
the closing selling price per share of Common Stock on the date in question, as such price is reported by the National Association of Securities Dealers on the Nasdaq National Market. If there is no closing selling price for the Common Stock on the
date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists. 
  
 (ii)    If the Common Stock is at the time listed on any Stock Exchange, then the Fair Market Value shall be the
closing selling price per share of Common Stock on the date in question on the Stock Exchange determined by the Plan Administrator to be the primary market for the Common Stock, as such price is officially quoted in the composite tape of
transactions on such exchange. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists. 

 
 (iii)    If the Common Stock is at
the time neither listed on any Stock Exchange nor traded on the Nasdaq National Market, then the Fair Market Value shall be determined by the Plan Administrator after taking into account such factors as the Plan Administrator shall deem appropriate.

  
 K.    Incentive
Option shall mean an option which satisfies the requirements of Code Section 422. 
  
 L.    Involuntary Termination shall mean the termination of the Service of any individual which occurs
by reason of: 
  
 (i)    such
individual’s involuntary dismissal or discharge by the Corporation for reasons other than Misconduct, or 
  
 (ii)    such individual’s voluntary resignation following (A) a change in his or her position with the
Corporation which materially reduces his or her duties and responsibilities or the level of management to which he or she reports, (B) a reduction in his or her level of compensation (including base salary, fringe benefits and target bonuses under
any corporate-performance based bonus or incentive programs) by more than fifteen percent (15%) or (C) a relocation of such individual’s place of employment by more than fifty (50) miles, provided and only if such change, reduction or
relocation is effected without the individual’s consent. 
  

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 M.    Misconduct shall mean the commission of any act
of fraud, embezzlement or dishonesty by the Optionee or Participant, any unauthorized use or disclosure by such person of confidential information or trade secrets of the Corporation (or any Parent or Subsidiary), or any other intentional misconduct
by such person adversely affecting the business or affairs of the Corporation (or any Parent or Subsidiary) in a material manner. The foregoing definition shall not be deemed to be inclusive of all the acts or omissions which the Corporation (or any
Parent or Subsidiary) may consider as grounds for the dismissal or discharge of any Optionee, Participant or other person in the Service of the Corporation (or any Parent or Subsidiary).  
  
 N.    1934 Act shall mean
the Securities Exchange Act of 1934, as amended. 
  
 O.    Non-Statutory Option shall mean an option not intended to satisfy the requirements of Code Section 422. 
  
 P.    Option Grant Program shall mean the option grant program in effect under the Plan. 
  
 Q.    Optionee shall mean
any person to whom an option is granted under the Plan. 
  
 R.    Parent shall mean any corporation (other than the Corporation) in an unbroken chain of corporations ending with the Corporation, provided each corporation in the unbroken chain (other than the
Corporation) owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. 
  
 S.    Participant shall
mean any person who is issued shares of Common Stock under the Stock Issuance Program. 
  
 T.    Plan shall mean the Corporation’s Special Executive Stock Option/Stock Issuance Plan, as set
forth in this document. 
  
 U.    Plan Administrator shall mean either the Board or the Committee acting in its capacity as administrator of the Plan. 
  
 V.    Service shall mean the provision of services to the Corporation (or
any Parent or Subsidiary) by a person in the capacity of an Employee, a non-employee member of the board of directors or a consultant or independent advisor, except to the extent otherwise specifically provided in the documents evidencing the option
grant. 
  
 W.    Stock
Exchange shall mean either the American Stock Exchange or the New York Stock Exchange. 
  
 X.    Stock Issuance Agreement shall mean the agreement entered into by the Corporation and the
Participant at the time of issuance of shares of Common Stock under the Stock Issuance Program. 
  

 A-3 








 Y.    Stock Issuance Program shall mean the stock
issuance program in effect under the Plan. 
  
 Z.    Subsidiary shall mean any corporation (other than the Corporation) in an unbroken chain of corporations beginning with the Corporation, provided each corporation (other than the last corporation) in
the unbroken chain owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. 
  
 AA.    10% Shareholder
shall mean the owner of stock (as determined under Code Section 424(d)) possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation (or any Parent or Subsidiary). 
  
  

 A-4 








 SYNNEX INFORMATION TECHNOLOGIES, INC. 
  
 STOCK OPTION AGREEMENT 
  
 UNDER THE SPECIAL EXECUTIVE 
  
 STOCK OPTION/STOCK ISSUANCE PLAN 
  
 RECITALS 
  
 A.    The Board has adopted the Special Executive Stock Option/Stock Issuance Plan (the “Plan”) for the purpose of retaining the services of selected employees, non-employee members of
the Board or the board of directors of any Parent or Subsidiary and consultants and other independent advisors in the service of the Corporation (or any Parent or Subsidiary. 
  
 B.    This Stock Option Agreement (the “Agreement”) is intended to govern the terms and
exercise of stock options granted under the Plan. Optionee is to render valuable services to the Corporation (or a Parent or Subsidiary), and this Agreement is intended to carry out the purposes of the Plan and is a part of the grant paperwork in
connection with the Corporation’s grant of an option to Optionee. 
  
 C.    All capitalized terms in this Agreement unless otherwise defined in the Agreement shall have the meaning assigned to them in the attached Plan. 
  
 NOW, THEREFORE, it is hereby agreed as follows: 
  
 1.    Grant of Option. The
Corporation hereby grants to Optionee, effective as of the date (the “Grant Date) as indicated in the Notice of Grant (the “Grant Notice”), an option to purchase up to the number of shares of Common Stock (the “Shares”) at
the Exercise Price specified in the Grant Notice. 
  
 2.    Option Term. This option shall expire on the expiration date set forth in the Grant Notice, which date is ten (10) years after the Grant Date (or five (5) years after the Grant Date if this option is
designated as an Incentive Stock Option in the Grant Notice and Section II(C) of Article Two of the Plan applies). It will expire earlier if your service to the Corporation terminates as described in Section I(C) of Article Two of the Plan.

  
 3.    Limited
Transferability. During Optionee’s lifetime, this option shall be exercisable only by Optionee and shall not be assignable or transferable other than by will or by the laws of descent and distribution following Optionee’s death.

  
 4.    Dates of
Exercise. This option shall become exercisable to the extent that the Shares have been vested, as shown in the Grant Notice. As the option becomes exercisable for one or more installments, those installments shall accumulate, and the option
shall remain exercisable for the accumulated installments during the option term. 
  

 1 








 5.    Option Acceleration. 
  
 (a)    In the event of any Corporate
Transaction, this option, to the extent outstanding at the time but not otherwise fully exercisable, shall automatically accelerate and become exercisable in full in accordance with Section III of Article Two of the Plan. 
  
 (b)    This option may also become
exercisable on an accelerated basis in accordance with the terms and conditions of any special addendum attached to this Agreement. 
  
 (c)    This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or
otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets. 
  

6.    Adjustment in Option Shares. Should any change be made to the Common Stock by reason of any
stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation’s receipt of consideration, appropriate adjustments shall be made
to (i) the total number and/or class of securities subject to this option and (ii) the Exercise Price in order to reflect such change and thereby preclude a dilution or enlargement of benefits hereunder. 
  
 7.    Shareholder Rights.
Optionee (or any successor in interest) shall not have any shareholder rights with respect to the Shares until such person shall have exercised the option in accordance with Paragraph 9 and become the record holder of the Shares. Thereafter,
Optionee (or any successor in interest) shall have all the rights of a shareholder (including voting, dividend and liquidation rights) with respect to the Shares, subject, however, to the transfer restrictions in Paragraphs 10 and 11 or until such
time as the Corporation exercises the First Refusal Right set forth in Paragraph 12. 
  
 8.    Manner of Exercising Option. 
  
 (a)    In order to exercise this option with respect to all or any part of the Shares
for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: 
  
 (i)    Execute and deliver to the Corporation an Notice in the form attached hereto as Exhibit A together with the
spousal acknowledgment, if applicable, attached hereto as Exhibit B. The notice must specify the number of Shares the Optionee wish to purchase, how the Shares should be registered; and 
  
 (ii)    Pay the aggregate Exercise Price for the Shares in one or more of the following
forms: 
  

 2 








 (A)    cash, money order or cashier’s check made payable to the
Corporation; or 
  
 (B)    a
promissory note payable to the Corporation, but only to the extent authorized by the Plan Administrator in accordance with Paragraph 21 below. 
  
 Should the Common Stock be registered under Section 12 of the 1934 Act at the time the option is exercised, then the Exercise Price may
also be paid as follows: 
  
 (C)    in shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation’s earnings for financial reporting
purposes and valued at Fair Market Value on the Exercise Date; or 
  
 (D)    through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (a) to a
securities broker to effect the immediate sale of the Shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the Shares plus all applicable
Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (b) to the Corporation to deliver the certificates for the Shares directly to such brokerage firm in order to complete the
sale. 
  
 (iii)    Furnish to
the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. 
  
 (iv)    Execute and deliver to the Corporation such written representations as may be requested by the Corporation in
order for it to comply with the applicable requirements of Federal and state securities laws. 
  
 (v)    In the event that the Corporation determines that it is required to withhold any tax as a result of the
exercise of this option, the Optionee, as a condition to the exercise of this option, shall make appropriate arrangements with the Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, state and
local income and employment tax withholding requirements applicable to the option exercise. 
  

 3 








 (b)    As soon as practical after the Exercise Date, the Corporation
shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the Shares, with the appropriate legends affixed thereto. 
  
 (c)    In no event may this option be exercised for any fractional shares. 

 
 9.    Compliance with Laws and
Regulations. 
  
 (a)    The exercise of this option and the issuance of the Shares upon such exercise shall be subject to compliance by the Corporation and Optionee with all applicable requirements of law relating thereto and with all
applicable regulations of any stock exchange (or the NASDAQ National Market, if applicable) on which the Common Stock may be listed for trading at the time of such exercise and issuance. 
  
 (b)    The inability of the Corporation to obtain approval from any regulatory body
having authority deemed by the Corporation to be necessary to the lawful issuance and sale of any Common Stock pursuant to this option shall relieve the Corporation of any liability with respect to the non-issuance or sale of the Common Stock as to
which such approval shall not have been obtained. The Corporation, however, shall use its best efforts to obtain all such approvals. 
  
 (c)    Optionee acknowledges that the sale of the Shares has not been qualified with the Commissioner of Corporations
of the State of California, and the issuance of such shares or the payment or receipt of any part of the consideration therefor prior to such qualification is unlawful unless the sale of such shares is exempt from qualification by Section 25100,
25102 or 25105 of the California Corporations Code. The rights of all parties to this agreement are expressly conditioned unless the sale is so exempt. 
  
 (d)    The Option or Shares have not been registered under the 1933 Act and are being issued to Optionee in reliance
upon the exemption from the registration requirements of the 1933 Act provided under Section 4(2) of the 1933 Act or SEC Rule 506 . Optionee hereby confirms that Optionee has been informed that the Shares are restricted securities under the 1933 Act
and may not be resold or transferred unless the Shares are first registered under the Federal securities laws or unless an exemption from such registration is available. Accordingly, Optionee hereby acknowledges that Optionee is prepared to hold the
Shares for an indefinite period and that Optionee is aware that SEC Rule 144 issued under the 1933 Act which exempts certain re-sales of unrestricted securities is not presently available to exempt the resale of the Shares from the registration
requirements of the 1933 Act. 
  
 (e)    Optionee hereby represents and warrants that: 
  
 (i)    The Shares are being acquired for investment purposes only for the Optionee’s own account, and not as a
nominee or agent, and not with a view to the resale or distribution of all or any part of the Shares. Optionee is prepared to hold the Shares for an indefinite period and has no present intention of selling, granting any participating interest in,
or otherwise distributing 
  

 4 








 
any of the Shares. Optionee does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant a participating
interest in, any of the Shares. 
  
 (ii)    Optionee has a preexisting personal or business relationship with either the Corporation or certain Board members or officers of the Corporation which is of a nature and duration sufficient to make Optionee aware
of the character, business acumen and general business and financial circumstances of the Corporation and/or such Board members or officers. In addition, Optionee has been furnished with, and has had access to, such information concerning the
Corporation’s business, management and financial condition as he or she considers necessary or appropriate for deciding whether to invest in the Shares, and Optionee has had an opportunity to ask questions and receive answers from the
Corporation regarding the terms and conditions of the issuance of the Shares. 
  
 (iii)    Optionee, or with his/her professional adviser, is able to fend for him or herself in the transactions contemplated by this Agreement, can bear the economic risk of investment in the
Shares and has such knowledge and experience in financial or business matters to be capable of evaluating the merits and risks of the investment in the Shares. Optionee is fully aware of: (i) the speculative nature of the investment in the Shares;
(ii) the financial risk involved; (iii) the lack of liquidity for the Shares and (iv) the transfer restrictions applicable to the Shares. 
  
 10.    Restrictions on Disposition of the Shares. Optionee shall make no disposition of the
Shares (other than a Permitted Transfer as defined below) unless and until there is compliance with all of the following requirements: 
  
 (a)    Optionee shall have provided the Corporation with a written summary of the terms and conditions of the proposed
disposition. 
  
 (b)    Optionee shall have complied with all requirements of this Agreement applicable to the disposition of the Shares. 
  
 (c)    Optionee shall have provided the Corporation with written assurances, in form and substance satisfactory to the
Corporation, that (a) the proposed disposition does not require registration of the Shares under the 1933 Act or (b) all appropriate action necessary for compliance with the registration requirements of the 1933 Act or any exemption from
registration available under the 1933 Act (including Rule 144) has been taken. 
  
 (d)    Optionee shall have provided the Corporation with written assurances, in form and substance satisfactory to the Corporation, that the proposed disposition will not result in the
contravention of any transfer restrictions applicable to the Shares pursuant to the provisions of the Rules of the California Corporations Commissioner identified in Paragraph 10(d). 
  

 5 








 The Corporation shall not be required (i) to transfer on its books any Shares
which have been sold or transferred in violation of the provisions of this Agreement or (ii) to treat as the owner of the Shares, or otherwise to accord voting, dividend or liquidation rights to, any transferee to whom the Shares have been
transferred in contravention of this Agreement 
  
 11.    Transfer Restrictions.  
  
 (a)    Restriction on Transfer. Optionee shall not transfer, assign, encumber or
otherwise dispose of any of the Shares in contravention of the provisions of the First Refusal Right or the Market Stand-Off, each as defined below, except Permitted Transfer. Permitted Transfer shall mean (i) a gratuitous transfer of the Shares,
provided and only if Optionee obtains the Corporation’s prior written consent to such transfer, (ii) a transfer of title to the Shares effected pursuant to Optionee’s will or the laws of intestate succession following Optionee’s death
or (iii) a transfer to the Corporation in pledge as security for any purchase-money indebtedness incurred by Optionee in connection with the acquisition of the Shares. 
  
 (b)    Transferee Obligations. Each person (other than the
Corporation) to whom the Shares are transferred by means of a Permitted Transfer must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Corporation that such person is bound by the provisions of this Agreement
and that the transferred shares are subject to (i) the First Refusal Right and (ii) the Market Stand-Off, to the same extent such shares would be so subject if retained by Optionee. 
  
 (c)    Market Stand-Off. 
  
 (i)    In connection with any
underwritten public offering by the Corporation of its equity securities pursuant to an effective registration statement filed under the 1933 Act, including the Corporation’s initial public offering, Optionee shall not sell, make any short sale
of, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose or transfer for value or otherwise agree to engage in any of the foregoing transactions with respect to, any Shares without the prior written consent of the
Corporation or its underwriters. Such restriction (the “Market Stand-Off”) shall be in effect for such period of time from and after the effective date of the final prospectus for the offering as may be requested by the Corporation or such
underwriters. In no event, however, shall such period exceed one hundred eighty (180) days and the Market Stand-Off shall in all events terminate two (2) years after the effective date of the Corporation’s initial public offering. 

 
 (ii)    Optionee shall be subject to
the Market Stand-Off provided and only if the officers and directors of the Corporation are also subject to similar restrictions. 
  
 (iii)    Any new, substituted or additional securities which are by reason of any Recapitalization or Reorganization
distributed with respect to 

  

 6 








 
the Shares shall be immediately subject to the Market Stand-Off to the same extent the Shares are at such time covered by such provisions. 
  
 (iv)    In order to enforce the Market
Stand-Off the Corporation may impose stop-transfer instructions with respect to the Shares until the end of the applicable stand-off period. 
  
 12. Right of First Refusal.  
  

(a)    Grant. The Corporation is hereby granted the right of first refusal (the
“First Refusal Right”), exercisable in connection with any proposed transfer of the Shares acquired upon exercise of the Option. For purposes of this Paragraph 12, the term “transfer” shall include any sale, assignment, pledge,
encumbrance or other disposition of the Shares intended to be made by Optionee, but shall not include any Permitted Transfer. 
  
 (b)    Notice of Intended Disposition. In the event Optionee desires to accept a bona fide
third-party offer for the transfer of any or all of the Shares (the Shares subject to such offer to be hereinafter referred to as the “Target Shares”), Optionee shall promptly (i) deliver to the Corporation written notice (the
“Disposition Notice”) of the terms of the offer, including the purchase price and the identity of the third-party offeror, and (ii) provide satisfactory proof that the disposition of the Target Shares to such third-party offeror would not
be in contravention of the provisions set forth in Paragraphs 10 and 11. 
  
 (c)    Exercise of the First Refusal Right. The Corporation shall, for a period of twenty-five (25) days following receipt of the Disposition Notice, have the right to
repurchase any or all of the Target Shares subject to the Disposition Notice upon the same terms as those specified therein or upon such other terms (not materially different from those specified in the Disposition Notice) to which Optionee
consents. Such right shall be exercisable by delivery of written notice (the “First Refusal Right Exercise Notice”) to Optionee prior to the expiration of the twenty-five (25)-day exercise period. If such right is exercised with respect to
all the Target Shares, then the Corporation shall effect the repurchase of such shares, including payment of the purchase price, not more than five (5) business days after delivery of the First Refusal Right Exercise Notice; and at such time the
certificates representing the Target Shares shall be delivered to the Corporation. 
  
 Should the purchase price specified in the Disposition Notice be payable in property other than cash or evidences of indebtedness, the
Corporation shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If Optionee and the Corporation cannot agree on such cash value within ten (10) days after the Corporation’s receipt
of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by Optionee and the Corporation or, if they cannot agree on an appraiser within twenty (20) days after the Corporation’s receipt of the
Disposition Notice, each shall select an appraiser of recognized standing and the two (2) appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. The cost of such appraisal shall be
shared equally by Optionee and the Corporation. The closing shall then be held on the later of (i) the fifth (5th) business day following delivery of the First Refusal 

  

 7 








 
Right Exercise Notice or (ii) the fifth (5th) business day after such valuation shall have been made. 
  
 (d)    Non-Exercise of the First
Refusal Right. In the event the First Refusal Right Exercise Notice is not given to Optionee prior to the expiration of the twenty-five (25)-day exercise period, Optionee shall have a period of thirty (30) days thereafter in
which to sell or otherwise dispose of the Target Shares to the third-party offeror identified in the Disposition Notice upon terms (including the purchase price) no more favorable to such third-party offeror than those specified in the Disposition
Notice; provided, however, that any such sale or disposition must not be effected in contravention of the provisions of Paragraphs 10 and 11. The third-party offeror shall acquire the Target Shares subject to the First Refusal Right, and the
acquired shares shall remain subject to the provisions of Paragraphs 10 and 11(c). In the event Optionee does not effect such sale or disposition of the Target Shares within the specified thirty (30)-day period, the First Refusal Right shall
continue to be applicable to any subsequent disposition of the Target Shares by Optionee until such right lapses. 
  
 (e)    Partial Exercise of the First Refusal Right. In the event the Corporation makes a timely
exercise of the First Refusal Right with respect to a portion, but not all, of the Target Shares specified in the Disposition Notice, Optionee shall have the option, exercisable by written notice to the Corporation delivered within five (5) business
days after Optionee’s receipt of the First Refusal Right Exercise Notice, to effect the sale of the Target Shares pursuant to either of the following alternatives: 
  
 (i)    sale or other disposition of all the Target Shares to the third-party offeror
identified in the Disposition Notice, but in full compliance with the requirements of this Paragraph 12(d) above, as if the Corporation did not exercise the First Refusal Right; or 
  
 (ii)    sale to the Corporation of the portion of the Target Shares which the
Corporation has elected to purchase, such sale to be effected in substantial conformity with the provisions of this Paragraph 12 (c) above. The First Refusal Right shall continue to be applicable to any subsequent disposition of the remaining Target
Shares until such right lapses. 
  
 Failure of
Optionee to deliver timely notification to the Corporation shall be deemed to be an election by Optionee to sell the Target Shares pursuant to alternative (i) above. 
  
 (f)    Recapitalization/Reorganization. 
  
 (i)    Any new, substituted or
additional securities or other property which is by reason of any Recapitalization distributed with respect to the Shares shall be immediately subject to the First Refusal Right, but only to the extent the Shares are at the time covered by such
right. 
  

 8 








 (ii)    In the event of a Reorganization, the First Refusal Right
shall remain in full force and effect and shall apply to the new capital stock or other property received in exchange for the Shares in consummation of the Reorganization, but only to the extent the Shares are at the time covered by such right.

  
 (g)    Lapse. The First Refusal Right shall lapse upon the earliest to occur of (i) the first date on which shares of the Common Stock are held of record by more than five hundred (500)
persons, (ii) a determination is made by the Board that a public market exists for the outstanding shares of Common Stock or (iii) a firm commitment underwritten public offering, pursuant to an effective registration statement under the 1933 Act,
covering the offer and sale of the Common Stock in the aggregate amount of at least ten million dollars ($10,000,000). However, the Market Stand-Off shall continue to remain in full force and effect following the lapse of the First Refusal Right.

  
 13.    Restrictive
Legends. The stock certificates for the Shares shall be endorsed with one or more of the following restrictive legends: 
  
 “The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the
“Act”), or under the securities laws of certain states. The shares may not be sold or offered for sale in the absence of (a) an effective registration statement for the shares under such Act, (b) a “no action” letter of the
Securities and Exchange Commission with respect to such sale or offer or (c) satisfactory assurances to the issuer that registration under such Act is not required with respect to such sale or offer.” 
  
 “The shares represented by this certificate are subject
to certain restrictions on public resale, transfer and right of first refusal options held by the issuer or its assignee(s) as set forth in an agreement between the issuer and the original holder of these shares. Such public sale and transfer
restrictions and the right of first refusal are binding on transferees of these shares.”  
  
 14.    No Waiver. The failure of the Corporation in any instance to exercise the First
Refusal Right shall not constitute a waiver of any other repurchase rights and/or rights of first refusal that may subsequently arise under the provisions of this Agreement or any other agreement between the Corporation and Optionee. No waiver of
any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition, whether of like or different nature. 
  
 15.    Cancellation of Shares. If the Corporation shall make available, at the time and
place and in the amount and form provided in this Agreement, the consideration for the Shares to be repurchased in accordance with the provisions of this Agreement, then from and after such time, the person from whom such shares are to be
repurchased shall no longer have any rights as a holder of such shares (other than the right to receive payment of such consideration in accordance with this Agreement). Such shares shall be deemed purchased in accordance with the applicable
provisions hereof, and the Corporation shall be deemed the owner 

  

 9 








 and holder of such shares, whether or not the certificates therefor have been delivered as required by this Agreement.

  
 16.    No Employment
or Service Contract. Nothing in this Agreement or in the Plan shall confer upon Optionee any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the
Corporation (or any Parent or Subsidiary employing or retaining Optionee) or of Optionee, which rights are hereby expressly reserved by each, to terminate Optionee’s Service at any time for any reason, with or without cause. 
  
 17.    Optionee
Undertaking. Optionee hereby agrees to take whatever additional action and execute whatever additional documents the Corporation may deem necessary or advisable in order to carry out or effect one or more of the obligations or
restrictions imposed on either Optionee or the Shares pursuant to the provisions of this Agreement. 
  
 18.    Agreement is Entire Contract. This Agreement constitutes the entire contract
between the parties hereto with regard to the subject matter hereof. This Agreement is made pursuant to the provisions of the Plan and shall in all respects be construed in conformity with the terms of the Plan. 
  
 19.    Successors and
Assigns. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the Corporation and its successors and assigns and upon Optionee, Optionee’s permitted assigns and the legal representatives,
heirs and legatees of Optionee’s estate, whether or not any such person shall have become a party to this Agreement and have agreed in writing to join herein and be bound by the terms hereof. 
  
 20.    Notices. Any
notice required to be given or delivered to the Corporation under the terms of this Agreement shall be in writing and addressed to the Corporation at its principal corporate offices. Any notice required to be given or delivered to Optionee shall be
in writing and addressed to Optionee at the address indicated below Optionee’s signature line on the Exercise Notice or at such other address as such party may designate by ten (10) days advance written notice under this paragraph to all other
parties to this Agreement. All notices shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, registered or certified, postage prepaid and properly addressed to the party to be notified. 
  
 21.    Financing. The Plan
Administrator may, in its absolute discretion and without any obligation to do so, permit Optionee to pay the Exercise Price for the Shares by delivering a full-recourse, interest-bearing promissory note secured by those Option Shares. The payment
schedule in effect for any such promissory note shall be established by the Plan Administrator in its sole discretion. 
  
 22.    Construction. This Agreement and the option evidenced hereby are made and granted pursuant to the
Plan and are in all respects limited by and subject to the terms of the Plan. All decisions of the Plan Administrator with respect to any question or issue arising under the Plan or this Agreement shall be conclusive and binding on all persons
having an interest in this option. 
  

 10 








 23.    Governing Law. The interpretation, performance
and enforcement of this Agreement shall be governed by the laws of the State of California without resort to that State’s conflict-of-laws rules. 
  
 24.    Additional Terms Applicable to an Incentive Option. In the event this option is designated an
Incentive Option in the Grant Notice, the following terms and conditions shall also apply to the grant: 
  
 (a)    This option shall cease to qualify for favorable tax treatment as an Incentive Option if (and to the extent)
this option is exercised for one or more Option Shares: (i) more than three (3) months after the date Optionee ceases to be an Employee for any reason other than death or Permanent Disability or (ii) more than twelve (12) months after the date
Optionee ceases to be an Employee by reason of Permanent Disability. 
  
 (b)    No installment under this option shall qualify for favorable tax treatment as an Incentive Option if (and to the extent) the aggregate Fair Market Value (determined at the Grant Date) of the
Common Stock for which such installment first becomes exercisable hereunder would, when added to the aggregate value (determined as of the respective date or dates of grant) of the Common Stock or other securities for which this option or any other
Incentive Options granted to Optionee prior to the Grant Date (whether under the Plan or any other option plan of the Corporation or any Parent or Subsidiary) first become exercisable during the same calendar year, exceed One Hundred Thousand
Dollars ($100,000) in the aggregate. Should such One Hundred Thousand Dollar ($100,000) limitation be exceeded in any calendar year, this option shall nevertheless become exercisable for the excess shares in such calendar year as a Non-Statutory
Option. 
  
 (c)    Should the
exercisability of this option be accelerated upon a Corporate Transaction, then this option shall qualify for favorable tax treatment as an Incentive Option only to the extent the aggregate Fair Market Value (determined at the Grant Date) of the
Common Stock for which this option first becomes exercisable in the calendar year in which the Corporate Transaction occurs does not, when added to the aggregate value (determined as of the respective date or dates of grant) of the Common Stock or
other securities for which this option or one or more other Incentive Options granted to Optionee prior to the Grant Date (whether under the Plan or any other option plan of the Corporation or any Parent or Subsidiary) first become exercisable
during the same calendar year, exceed One Hundred Thousand Dollars ($100,000) in the aggregate. Should the applicable One Hundred Thousand Dollar ($100,000) limitation be exceeded in the calendar year of such Corporate Transaction, the option may
nevertheless be exercised for the excess shares in such calendar year as a Non-Statutory Option. 
  
 (d)    Should Optionee hold, in addition to this option, one or more other options to purchase Common Stock which
become exercisable for the first time in the same calendar year as this option, then the foregoing limitations on the exercisability of such options as Incentive Options shall be applied on the basis of the order in which such options are granted.

  

 11 








 EXHIBIT A 
  

NOTICE OF EXERCISE OF STOCK OPTION 
  
 SYNNEX Information Technologies, Inc. 
 3797 Spinnaker Court 
 Fremont CA, 94538 
 Attention: Linda F. Lai 
  
 Re:    Exercise of Stock Option to Purchase Shares of
Company Stock 
  
 Pursuant to the Grant Notice dated
            ,              together with the Stock Option Agreement (the “Stock Option Agreement”) attached thereof,
between SYNNEX Information Technologies, Inc., a California corporation (the “Company”), and the undersigned, I hereby elect to purchase              shares of the common stock of
the Company (the “Shares”), at the price of $             per share. A cashier’s check in the amount of
$             is enclosed. Please register the Shares in the name(s) of (note the Shares can be registered under the undersigned’s name or jointly with the undersigned’s spouse,
or family trust): 
  

  
 The undersigned understands there may be tax consequences as a result of the purchase or disposition of the Shares. The undersigned represents that he/she
has consulted with any tax consultants he/she deems advisable in connection with the purchase or disposition of the Shares and the undersigned is not relying on the Company for any tax advice. 
  
 The undersigned acknowledges that he/she has received, read and understood
the Stock Option Agreement and agrees to abide by and be bound by their terms and conditions. The undersigned represents that the Shares are being acquired solely for its own account and not as a nominee for any other party, or for investment, and
that the undersigned purchaser will not offer, sell or otherwise dispose of any such Shares except under circumstances that will not result in a violation of the Securities Act of 1933, as amended, or any state securities laws. 
  

				
	Dated:	 	  

	 	 	 	  


	 	 	 	 	 	 	Signature
				
	 	 	 	 	 	 	  


	 	 	 	 	 	 	(Please Print Name)
					
	 	 	 	 	 	 	Social Security No.	 	  


				
	 	 	 	 	 	 	  


				
	 	 	 	 	 	 	  


	 	 	 	 	 	 	(Full Address)








 EXHIBIT B 
  
 SPOUSAL ACKNOWLEDGMENT 
  

The undersigned spouse of Optionee has read and hereby approves the foregoing Stock Option Agreement. In consideration of the Corporation’s
granting Optionee the right to acquire the Shares in accordance with the terms of such Agreement, the undersigned hereby agrees to be irrevocably bound by all the terms of such Agreement, including (without limitation) the first refusal rights of
the Corporation (or its assigns) with respect to the Shares. 
  

	 	 	 
	 	

	 	 	OPTIONEE’S SPOUSE
		
	Address: