Prepared by MERRILL CORPORATION




QuickLinks
 -- Click here to rapidly navigate through this document

 
 

Exhibit 10.1    
  


 
 

FORM OF 2002 STOCK OPTION PLAN
  OF
  SUNTRON CORPORATION    
  


        Suntron
Corporation, a Delaware corporation, has adopted 2002 Stock Option Plan of Suntron Corporation (the "Plan"), effective as
of                            , 2002, for the benefit
of its eligible employees, consultants and directors. 


        The
purposes of the Plan are as follows: 


        (1)  To
provide an additional incentive for Directors, key Employees and Consultants (as each such term is defined below) to further the growth, development and financial
success of the Company by personally benefiting through the ownership of Company stock and/or rights which recognize such growth, development and financial success. 



        (2)  To
enable the Company to obtain and retain the services of directors, key Employees and Consultants considered essential to the long range success of the Company by
offering them an opportunity to own stock in the Company and/or rights which will reflect the growth, development and financial success of the Company. 


 
 

ARTICLE I.
  DEFINITIONS    
  



        1.1  General. Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the
context clearly indicates otherwise. 


        1.2  Administrator. "Administrator" shall mean the entity that conducts the general administration of the Plan as provided in
Article VII. With reference to the administration of the Plan with respect to Options granted to Independent Directors, the term "Administrator" shall refer to the Board. With reference to the
administration of the Plan with respect to any other Option, the term "Administrator" shall refer to the Committee unless the Board has assumed the authority for administration of the Plan generally
as provided in Section 7.2. 


        1.3  Award Limit. "Award Limit" shall mean                        shares of Common Stock, as adjusted
pursuant to Section 8.3
of the Plan. 


        1.4  Board. "Board" shall mean the Board of Directors of the Company. 


        1.5  Code. "Code" shall mean the Internal Revenue Code of 1986, as amended. 


        1.6  Committee. "Committee" shall mean the Compensation Committee of the Board, or another committee or subcommittee of the
Board, appointed as provided in Section 8.1. 


        1.7  Common Stock. "Common Stock" shall mean the common stock of the Company, par value $.01 per share. 



        1.8  Company. "Company" shall mean Suntron Corporation, a Delaware corporation. 


        1.9  Consultant. "Consultant" shall mean any consultant or adviser if: 



        (a)  The
consultant or adviser renders bona fide services to the Company; 


        (b)  The
services rendered by the consultant or adviser are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or
indirectly promote or maintain a market for the Company's securities; and 


        (c)  The
consultant or adviser is a natural person. 




        1.10Director. "Director" shall mean a member of the Board. 





 


        1.11Employee. "Employee" shall mean any officer or other employee (as defined in accordance with Section 3401(c) of
the Code) of the Company, or of any corporation which is a Subsidiary. 


        1.12Exchange Act. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. 


        1.13Fair Market Value. "Fair Market Value" of a share of Common Stock as of a given date shall be (a) the closing
price of a share of Common Stock on the principal exchange on which shares of Common Stock are then trading, if any (or as reported on any composite index which includes such principal exchange), on
such date, or if shares were not traded on such date, then on the most recent prior date on which a trade occurs, or (b) if Common Stock is not traded on an exchange but is quoted on Nasdaq or
a successor quotation system, the average of the means between the closing representative bid and asked prices for the Common Stock on such date as reported by Nasdaq or such successor quotation
system; or (c) if Common Stock is not publicly traded on an exchange and not quoted on Nasdaq or a successor quotation system, the Fair Market Value of a share of Common Stock as established by
the Administrator acting in good faith. 


        1.14Incentive Stock Option. "Incentive Stock Option" shall mean an option which conforms to the applicable provisions of
Section 422 of the Code and which is designated as an Incentive Stock Option by the Committee. 


        1.15Independent Director. "Independent Director" shall mean a member of the Board who is not an Employee of the Company. 


        1.16Non-Qualified Stock Option. "Non-Qualified Stock Option" shall mean an Option which is not an
Incentive Stock Option. 


        1.17Option. 1.18 "Option" shall mean a stock option granted under Article IV of the Plan. An Option granted under the
Plan shall, as determined by the Committee, be either a Non-Qualified Stock Option or an Incentive Stock Option; provided, however, that Options granted to Independent Directors and
Consultants shall be Non-Qualified Stock Options. 


        1.19Option Agreement. "Option Agreement" shall mean a written agreement executed by an authorized officer of the Company and
the Optionee which shall contain such terms and conditions with respect to an Option as the Administrator shall determine, consistent with the Plan. 


        1.20Optionee. "Optionee" shall mean an Employee, Consultant or Independent Director granted an Option under the Plan. 



        1.21Plan. "Plan" shall mean The 2002 Stock Option Plan of Suntron Corporation. 


        1.22QDRO. "QDRO" shall mean a qualified domestic relations order as defined by the Code or Title I of the Employee
Retirement Income Security Act of 1974, as amended, or the rules thereunder. 


        1.23Rule 16b-3. "Rule 16b-3" shall mean that certain Rule 16b-3
under the Exchange Act, as such Rule may be amended from time to time. 


        1.24Section 162(m) Participant. "Section 162(m) Participant" shall mean any Employee designated by the
Committee as a Employee whose compensation for the fiscal year in which the Employee is so designated or a future fiscal year may be subject to the limit on deductible compensation imposed by
Section 162(m) of the Code. 


        1.25Securities Act. "Securities Act" shall mean the Securities Act of 1933, as amended. 


        1.26Subsidiary. "Subsidiary" shall mean any corporation in an unbroken chain of corporations beginning with the Company if
each of the corporations other than the last corporation in the unbroken chain then owns 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. 


2





 



        1.27Substitute Award. "Substitute Award" shall mean an Option granted under this Plan upon the assumption of, or in
substitution for, outstanding equity awards previously granted by a company or other entity in connection with a corporate transaction, such as a recapitalization, merger, combination, consolidation
or acquisition of property or stock; provided, however, that in no event shall the term "Substitute Award" be construed to refer to an award made in connection with the cancellation and repricing of
an Option. 


        1.28Termination of Consultancy. "Termination of Consultancy" shall mean the time when the engagement of an Optionee as a
Consultant to the Company or a Subsidiary is terminated for any reason, with or without cause, including, but not by way of limitation, by resignation, discharge, death or retirement; but excluding
terminations where there is a simultaneous commencement of employment with the Company or any Subsidiary. The Committee, in its absolute discretion, shall determine the effect of all matters and
questions relating to Termination of Consultancy, including, but not by way of limitation, the question of whether a Termination of Consultancy resulted from a discharge for good cause, and all
questions of whether a particular leave of absence constitutes a Terminations of Consultancy. Notwithstanding any other provision of the Plan, the Company or any Subsidiary has an absolute and
unrestricted right to terminate a Consultant's service at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in writing. 


        1.29Termination of Directorship. "Termination of Directorship" shall mean the time when an Optionee who is an Independent
Director ceases to be a Director for any reason, including, but not by way of limitation, a termination by resignation, failure to be elected, death or retirement. The Board, in its sole and absolute
discretion, shall determine the effect of all matters and questions relating to Termination of Directorship with respect to Independent Directors. 


        1.30Termination of Employment. "Termination of Employment" shall mean the time when the employee-employer relationship
between an Optionee and the Company or any Subsidiary is terminated for any reason, with or without cause, including, but not by way of limitation, a termination by resignation, discharge, death,
disability or retirement; but excluding (a) terminations where there is a simultaneous reemployment or continuing employment of an Optionee by the Company or any Subsidiary, (b) at the
discretion of the Committee, terminations which result in a temporary severance of the employee-employer relationship, and (c) at the discretion of the Committee, terminations which are
followed by the simultaneous establishment of a consulting relationship by the Company or a Subsidiary with the former employee. The Committee, in its absolute discretion, shall determine the effect
of all matters and questions relating to Termination of Employment, including, but not by way of limitation, the question of whether a Termination of Employment resulted from a discharge for cause,
and all questions of whether a particular leave of absence constitutes a Termination of Employment; provided, however, that, with respect to Incentive Stock Options, unless otherwise determined by the
Committee in its discretion, a leave of absence, change in status from an employee to an independent contractor or other change in the employee-employer relationship shall constitute a Termination of
Employment if, and to the extent that, such leave of absence, change in status or other change interrupts employment
for the purposes of Section 422(a)(2) of the Code and the then applicable regulations and revenue rulings under said Section. Notwithstanding any other provision of the Plan, the Company or any
Subsidiary has an absolute and unrestricted right to terminate an Employee's employment at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise
in writing. 


3





 
 
 

ARTICLE II.
  SHARES SUBJECT TO PLAN    
  


        2.1  Shares Subject to Plan.



        (a)  The
shares of stock subject to Options shall be Common Stock, initially shares of the Company's Common Stock, par value $.01 per share. The aggregate number of such
shares which may be issued upon exercise of such Options under the Plan shall not exceed 5 million. The shares of Common Stock issuable upon exercise of such Options may be either previously
authorized but unissued shares or treasury shares. 


        (b)  The
maximum number of shares which may be subject to Options, granted under the Plan to any individual in any calendar year shall not exceed the Award Limit. To the
extent required by Section 162(m) of the Code, shares subject to Options which are canceled, continue to be counted against the Award Limit and if, after grant of an Option, the price of shares
subject to such Option is reduced, the transaction is treated as a cancellation of the Option and a grant of a new Option and both the Option deemed to be canceled and the Option deemed to be granted
are counted against the Award Limit. 




        2.2  Add-back of Options. If any Option, expires or is canceled without having been fully exercised, or is
exercised in whole or in part for cash as permitted by the Plan, the number of shares subject to such Option but as to which such Option was not exercised prior to its expiration, cancellation or
exercise may again be awarded hereunder, subject to the limitations of Section 2.1. Furthermore, any shares subject to Options which are adjusted pursuant to Section 8.3 and become
exercisable with respect to shares of stock of another corporation shall be considered cancelled and may again be optioned, granted or awarded hereunder, subject to the limitations of
Section 2.1. Shares of Common Stock which are withheld by the Company upon the exercise of any Option under the Plan, in payment of the exercise price thereof or tax withholding thereon, may
again be optioned, granted or awarded hereunder, subject to the limitations of Section 2.1. Notwithstanding the provisions of this Section 2.2, no
shares of Common Stock may again be awarded if such action would cause an Incentive Stock Option to fail to qualify as an incentive stock option under Section 422 of the Code. 


 
 

ARTICLE III.
  GRANTING OF OPTIONS    
  


        3.1  Option Agreement. Each Option shall be evidenced by an Option Agreement. Option Agreements evidencing Options intended to
qualify as performance-based compensation as described in Section 162(m)(4)(C) of the Code shall contain such terms and conditions as may be necessary to meet the applicable provisions of
Section 162(m) of the Code. Option Agreements evidencing Incentive Stock Options shall contain such terms and conditions as may be necessary to meet the applicable provisions of
Section 422 of the Code. 


        3.2  Provisions Applicable to Section 162(m) Participants. The Committee, in its discretion, may determine whether an
Option is to qualify as performance-based compensation as described in Section 162(m)(4)(C) of the Code. 


        3.3  Consideration. In consideration of the granting of an Option under the Plan, the Optionee shall agree, in the Option
Agreement, to remain in the employ of (or to consult for or to serve as an Independent Director of, as applicable) the Company or any Subsidiary for a period of at least one year (or such shorter
period as may be fixed in the Option Agreement or by action of the Administrator following grant of the Option) after the Option is granted (or, in the case of an Independent Director, until the next
annual meeting of stockholders of the Company). 


4





 



        3.4  At-Will Employment. Nothing in the Plan or in any Option Agreement hereunder shall confer upon any Optionee
any right to continue in the employ of, or as a Consultant for, the Company or any Subsidiary, or as a director of the Company, or shall interfere with or restrict in any way the rights of the Company
and any Subsidiary, which are hereby expressly reserved, to discharge any Optionee at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a
written employment agreement between the Optionee and the Company and any Subsidiary. 


 
 

ARTICLE IV.
  ELIGIBILITY AND OPTION GRANTS    
  


        4.1  Eligibility. Any Employee or Consultant selected by the Committee pursuant to Section 4.4(a)(i) shall be
eligible to be granted an Option. Each Independent Director of the Company shall be eligible to be granted Options at the times and in the manner set forth in Section 4.5. 


        4.2  Disqualification for Stock Ownership. No person may be granted an Incentive Stock Option under the Plan if such person,
at the time the Incentive Stock Option is granted, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any then existing
Subsidiary or parent corporation (within the meaning of Section 422 of the Code) unless such Incentive Stock Option conforms to the applicable provisions of Section 422 of the Code. 


        4.3  Qualification of Incentive Stock Options. No Incentive Stock Option shall be granted to any person who is not an
Employee. 


        4.4  Granting of Options to Employees and Consultants.



        (a)  The
Committee shall from time to time, in its absolute discretion, and subject to applicable limitations of the Plan: 



        (i)    Determine
which Employees are key Employees and select from among the key Employees or Consultants (including Employees or Consultants who have previously received
Options under the Plan) such of them as in its opinion should be granted Options; 


        (ii)  Subject
to the Award Limit, determine the number of shares to be subject to such Options granted to the selected key Employees or Consultants; 


        (iii)  Subject
to Section 4.3, determine whether such Options are to be Incentive Stock Options or Non-Qualified Stock Options and whether such Options are
to qualify as performance-based compensation as described in Section 162(m)(4)(C) of the Code; and 



        (iv)  Determine
the terms and conditions of such Options, consistent with the Plan; provided, however, that the terms and conditions of Options intended to qualify as
performance-based compensation as described in Section 162(m)(4)(C) of the Code shall include, but not be limited to, such terms and conditions as may be necessary to meet the applicable
provisions of Section 162(m) of the Code. 




        (b)  Upon
the selection of a key Employee or Consultant to be granted an Option, the Committee shall instruct the Secretary of the Company to issue the Option and may impose
such conditions on the grant of the Option as it deems appropriate. Without limiting the generality of the preceding sentence, the Committee may, in its discretion and on such terms as it deems
appropriate, require as a condition on the grant of an Option to an Employee or Consultant that the Employee or Consultant surrender for cancellation some or all of the unexercised Options which have
been previously granted to him under the Plan or otherwise. An Option, the grant of which is conditioned upon such surrender, may have an Option price lower (or higher) than the 



5





 


exercise price of such surrendered Option or other award, may cover the same (or a lesser or greater) number of shares as such surrendered Option or other award, may contain such other terms as the
Committee deems appropriate, and shall be exercisable in accordance with its terms, without regard to the number of shares, price, exercise period or any other term or condition of such surrendered
Option or other award. 


        (c)  Any
Incentive Stock Option granted under the Plan may be modified by the Committee, with the consent of the Optionee, to disqualify such Option from treatment as an
"incentive stock option" under Section 422 of the Code. 




        4.5  Granting of Options to Independent Directors. The Board shall from time to time, in its discretion, and subject to
applicable limitations of the Plan select from among the Independent Directors (including Independent Directors who have previously received Options under the Plan) such of them as in its opinion
should be granted Non-Qualified Stock Options, determine the number of shares to be subject to such Non-Qualified Stock Options granted to the selected Independent Directors
and determine the terms and conditions of such Non-Qualified Stock Options, consistent with the terms of the Plan. 


        4.6  Options in Lieu of Cash Compensation. Options may be granted under the Plan to Employees and Consultants in lieu of cash
bonuses which would otherwise be payable to such Employees and Consultants and to Independent Directors in lieu of directors' fees which would otherwise be payable to such Independent Directors,
pursuant to such policies which may be adopted by the Administrator from time to time. 


 
 

ARTICLE V.
  TERMS OF OPTIONS    
  


        5.1  Option Price. The price per share of the shares subject to each Option granted to Employees and Consultants shall be set
by the Committee; provided, however, that such price shall be no less than the par value of a share of Common Stock, unless otherwise permitted by applicable state law, and (a) in the case of
Options intended to qualify as performance-based compensation as described in Section 162(m)(4)(C) of the Code, such price shall not be less than 100% of the Fair Market Value of a share of
Common Stock on the date the Option is granted; (b) in the case of Incentive Stock Options, such price shall not be less than 100% of the Fair Market Value of a share of Common Stock on the
date the Option is granted (or the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code); (c) in the case of Incentive Stock Options granted to an
individual then owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or any Subsidiary or parent
corporation thereof (within the meaning of Section 422 of the Code), such price shall not be less than 110% of the Fair Market Value of a share of Common Stock on the date the Option is granted
(or the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code). 


        5.2  Option Term. The term of an Option granted to an Employee or Consultant shall be set by the Committee in its discretion;
provided, however, that, in the case of Incentive Stock Options, the term shall not be more than ten (10) years from the date the Incentive Stock Option is granted, or five (5) years
from such date if the Incentive Stock Option is granted to an individual then owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all
classes of stock of the Company or any Subsidiary or parent corporation thereof (within the meaning of Section 422 of the Code). Except as limited by requirements of Section 422 of the
Code and regulations and rulings thereunder applicable to Incentive Stock Options, the Committee may extend the term of any outstanding Option in connection with any Termination of Employment or
Termination of Consultancy of the Optionee, or amend any other term or condition of such Option relating to such a termination. 


6





 



        5.3  Option Vesting.



        (a)  The
period during which the right to exercise, in whole or in part, an Option granted to an Employee or a Consultant vests in the Optionee shall be set by the Committee
and the Committee may determine that an Option may not be exercised in whole or in part for a specified period after it is granted; provided, however, that, unless the Committee otherwise provides in
the terms of the Option Agreement or otherwise, no Option shall be exercisable by any Optionee who is then subject to
Section 16 of the Exchange Act within the period ending six months and one day after the date the Option is granted. At any time after grant of an Option, the Committee may, in its sole and
absolute discretion and subject to whatever terms and conditions it selects, accelerate the period during which an Option granted to an Employee or Consultant vests. 


        (b)  No
portion of an Option granted to an Employee or Consultant which is unexercisable at Termination of Employment or Termination of Consultancy, as applicable, shall
thereafter become exercisable, except as may be otherwise provided by the Committee either in the Option Agreement or by action of the Committee following the grant of the Option. 



        (c)  To
the extent that the aggregate Fair Market Value of stock with respect to which "incentive stock options" (within the meaning of Section 422 of the Code, but
without regard to Section 422(d) of the Code) are exercisable for the first time by an Optionee during any calendar year (under the Plan and all other incentive stock option plans of the
Company and any parent or subsidiary corporation (within the meaning of Section 422 of the Code) of the Company) exceeds $100,000, such Options shall be treated as Non-Qualified
Options to the extent required by Section 422 of the Code. The rule set forth in the preceding sentence shall be applied by taking Options into account in the order in which they were granted.
For purposes of this Section 5.3(c), the Fair Market Value of stock shall be determined as of the time the Option with respect to such stock is granted. 




        5.4  Terms of Options Granted to Independent Directors. The Board shall determine the terms and conditions of each
Non-Qualified Stock Option granted to an Independent Director, consistent with the terms of the Plan. 


        5.5  Substitute Awards. Notwithstanding the foregoing provisions of this Article V to the contrary, in the case of an
Option that is a Substitute Award, the price per share of the shares subject to such Option may be less than the Fair Market Value per share on the date of grant, provided, that the excess of: 



        (a)  The
aggregate Fair Market Value (as of the date such Substitute Award is granted) of the shares subject to the Substitute Award; over 


        (b)  The
aggregate exercise price thereof; 




        does
not exceed the excess of: 



        (c)  The
aggregate fair market value (as of the time immediately preceding the transaction giving rise to the Substitute Award, such fair market value to be determined by the
Committee) of the shares of the predecessor entity that were subject to the grant assumed or substituted for by the Company; over 


        (d)  The
aggregate exercise price of such shares. 



7






  



 
 

ARTICLE VI.
  EXERCISE OF OPTIONS    
  


        6.1  Partial Exercise. An exercisable Option may be exercised in whole or in part. However, an Option shall not be exercisable
with respect to fractional shares and the Administrator may require that, by the terms of the Option, a partial exercise be with respect to a minimum number of shares. 



        6.2  Manner of Exercise. All or a portion of an exercisable Option shall be deemed exercised upon delivery of all of the
following to the Secretary of the Company or his office: 



        (a)  A
written notice complying with the applicable rules established by the Administrator stating that the Option, or a portion thereof, is exercised. The notice shall be
signed by the Optionee or other person then entitled to exercise the Option or such portion of the Option; 


        (b)  Such
representations and documents as the Administrator, in its absolute discretion, deems necessary or advisable to effect compliance with all applicable provisions of
the Securities Act and any other federal or state securities laws or regulations. The Administrator may, in its absolute discretion, also take whatever additional actions it deems appropriate to
effect such compliance including, without limitation, placing legends on share certificates and issuing stop-transfer notices to agents and registrars; 


        (c)  In
the event that the Option shall be exercised pursuant to Section 8.1 by any person or persons other than the Optionee, appropriate proof of the right of such
person or persons to exercise the Option; and 


        (d)  Full
cash payment to the Secretary of the Company for the shares with respect to which the Option, or portion thereof, is exercised. However, the Administrator, may in
its sole discretion (i) allow a delay in payment up to thirty (30) days from the date the Option, or portion thereof, is exercised; (ii) allow payment, in whole or in part,
through the delivery of shares of Common Stock which have been owned by the Optionee for at least six months, duly endorsed for transfer to the Company with a Fair Market
Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; (iii) allow payment, in whole or in part, through the surrender of shares of
Common Stock then issuable upon exercise of the Option having a Fair Market Value on the date of Option exercise equal to the aggregate exercise price of the Option or exercised portion thereof;
(iv) allow payment, in whole or in part, through the delivery of property of any kind which constitutes good and valuable consideration; (v) allow payment, in whole or in part, through
the delivery of a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code) and payable upon such terms as may be
prescribed by the Committee or the Board; (vi) allow payment, in whole or in part, through the delivery of a notice that the Optionee has placed a market sell order with a broker with respect
to shares of Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of
the Option exercise price; or (vii) allow payment through any combination of the consideration provided in the foregoing subparagraphs (ii), (iii), (iv), (v) and (vi). In the case of a
promissory note, the Administrator may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by
a loan from the Company when or where such loan or other extension of credit is prohibited by law. 



8





 





        6.3  Conditions to Issuance of Stock Certificates. The Company shall not be required to issue or deliver any certificate or
certificates for shares of stock purchased upon the exercise of any Option or portion thereof prior to fulfillment of all of the following conditions: 



        (a)  The
admission of such shares to listing on all stock exchanges on which such class of stock is then listed; 


        (b)  The
completion of any registration or other qualification of such shares under any state or federal law, or under the rulings or regulations of the Securities and
Exchange Commission or any other governmental regulatory body which the Administrator shall, in its absolute discretion, deem necessary or advisable; 



        (c)  The
obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be
necessary or advisable; 


        (d)  The
lapse of such reasonable period of time following the exercise of the Option as the Committee (or Board, in the case of Options granted to Independent Directors) may
establish from time to time for reasons of administrative convenience; and 


        (e)  The
receipt by the Company of full payment for such shares, including payment of any applicable withholding tax, which in the discretion of the Committee or the Board
may be in the form of consideration used by the Optionee to pay for such shares under Section 6.2(d). 




        6.4  Rights as Stockholders. Optionees shall not be, nor have any of the rights or privileges of, stockholders of the Company
in respect of any shares purchasable upon the exercise of any part of an Option unless and until certificates representing such shares have been issued by the Company to such Optionees. 



        6.5  Ownership and Transfer Restrictions. The Administrator, in its absolute discretion, may impose such restrictions on the
ownership and transferability of the shares purchasable upon the exercise of an Option as it deems appropriate. Any such restriction shall be set forth in the respective Option Agreement and may be
referred to on the certificates evidencing such shares. The Committee may require the Employee to give the Company prompt notice of any disposition of shares of Common Stock acquired by exercise of an
Incentive Stock Option within (i) two years from the date of granting (including the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code) such
Option to such Employee or (ii) one year after the transfer of such shares to such Employee. The Committee may direct that the certificates evidencing shares acquired by exercise of any such
Option refer to such requirement to give prompt notice of disposition. 


        6.6  Additional Limitations on Exercise of Options. Optionees may be required to comply with any timing or other restrictions
with respect to the settlement or exercise of an Option, including a window-period limitation, as may be imposed in the discretion of the Administrator. 


 
 

ARTICLE VII.
  ADMINISTRATION    
  


        7.1  Compensation Committee. Except as may otherwise be determined by the Board in its sole discretion, the Compensation
Committee (or another committee or a subcommittee of the Board assuming the functions of the Committee under the Plan) shall have at least two Independent Directors appointed by and holding office at
the pleasure of the Board, each of whom is both a "non-employee director" as defined by Rule 16b-3 and an "outside director" for purposes of Section 162(m) of the
Code. To the extent any Options are to be granted to any Section 162(m) Participant, such grants shall be approved by a subcommittee of the Compensation Committee composed solely of two or more
"outside directors" as defined in Section 162(m) of the Code and the regulations thereunder. 


9





 




Appointment of Committee members shall be effective upon acceptance of appointment. Committee members may resign at any time by delivering written notice to the Board. Vacancies in the Committee may
be filled by the Board. 


        7.2  Duties and Powers of Committee. It shall be the duty of the Committee to conduct the general administration of the Plan
in accordance with its provisions. The Committee shall have the power to interpret the Plan and the agreements pursuant to which Options are granted or awarded, and to adopt such rules for the
administration, interpretation, and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. Notwithstanding the foregoing, the full Board, acting by a
majority of its members in office, shall conduct the general administration of the Plan with respect to Options granted to Independent Directors. The terms of Options need not be the same with respect
to each Optionee. Any such interpretations and rules with respect to Incentive Stock Options shall be consistent with the provisions of Section 422 of the Code. In its absolute discretion, the
Board may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan except with respect to matters which under Rule 16b-3 or
Section 162(m) of the Code, or any regulations or rules issued thereunder, are required to be determined in the sole discretion of the Committee. 


        7.3  Majority Rule; Unanimous Written Consent. The Committee shall act by a majority of its members in attendance at a meeting
at which a quorum is present or by a memorandum or other written instrument signed by all members of the Committee. 



        7.4  Compensation; Professional Assistance; Good Faith Actions. Members of the Committee shall receive such compensation,if
any, for their services as members as may be determined by the Board. All expenses and liabilities which members of the Committee incur in connection with the administration of the Plan shall be borne
by the Company. The Committee may, with the approval of the Board, employ attorneys, consultants, accountants, appraisers, brokers, or other persons. The Committee, the Company and the Company's
officers and Directors shall be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations and determinations made by the Committee or the
Board in good faith shall be final and binding upon all Optionees, the Company and all other interested persons. No members of the Committee or Board shall be personally liable for any action,
determination or interpretation made in good faith with respect to the Plan or Options, and all members of the Committee and the Board shall be fully protected by the Company in respect of any such
action, determination or interpretation. 


        7.5  Delegation of Authority to Grant Options. The Committee may, but need not, delegate from time to time some or all of its
authority to grant Options under the Plan to a committee consisting of one or more members of the Committee or of one or more officers of the Company; provided, however, that the Committee may not
delegate its authority to grant Options to individuals (a) who are subject on the date of the grant to the reporting rules under Section 16(a) of the Exchange Act, (b) who are
Section 162(m) Participants, or (c) who are officers of the Company who are delegated authority by the Committee hereunder. Any delegation hereunder shall be subject to the restrictions
and limits that the Committee specifies at the time of such delegation of authority and may be rescinded at any time by the Committee. At all times, any committee appointed under this
Section 7.5 shall serve in such capacity at the pleasure of the Committee. 


 
 

ARTICLE VIII.
  MISCELLANEOUS PROVISIONS    
  


        8.1  Transferability of Options.


10






 



        (a)  Except
as otherwise provided in Section 8.1(b): 



        (i)    No
Option under the Plan may be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution or, subject to the
consent of the Committee, pursuant to a QDRO, unless and until such Option has been exercised, or the shares underlying such Option have been issued, and all restrictions applicable to such shares
have lapsed; 


        (ii)  No
Option or interest or right therein shall be liable for the debts, contracts or engagements of the Optionee or his successors in interest or shall be subject to
disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy,
attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that
such disposition is permitted by the preceding subsection (i); and 


        (iii)  During
the lifetime of the Optionee, only he may exercise an Option (or any portion thereof) granted to him under the Plan, unless it has been disposed of pursuant to
a QDRO; after the death of the Optionee, any exercisable portion of an Option may, prior to the time when such portion becomes unexercisable under the Plan or the applicable Option Agreement, be
exercised by his personal representative or by any person empowered to do so under the deceased Optionee's will or under the then applicable laws of descent and distribution. 




        (b)  Notwithstanding
Section 8.1(a), the Committee, in its sole discretion, may determine to permit an Optionee to transfer a Non-Qualified Stock Option to
any one or more Permitted Transferees (as defined below), subject to the following terms and conditions: (i) a Non-Qualified Stock Option transferred to a Permitted Transferee shall
not be assignable or transferable by the Permitted Transferee other than by will or the laws of descent and distribution; (ii) any Non-Qualified Stock Option which is transferred to
a Permitted Transferee shall continue to be subject to all the terms and
conditions of the Non-Qualified Stock Option as applicable to the original Optionee (other than the ability to further transfer the Non-Qualified Stock Option); and
(iii) the Optionee and the Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of
the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws and (C) evidence the transfer.
For purposes of this Section 8.1(b), "Permitted Transferee" shall mean, with respect to an Optionee, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse,
sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Optionee's household (other than a tenant or employee), a
trust in which these persons have more than fifty percent of the beneficial interest, a foundation in which these persons (or the Optionee) control the management of assets, and any other entity in
which these persons (or the Optionee) own more than fifty percent of the voting interests, or any other transferee specifically approved by the Administrator after taking into account any state or
federal tax or securities laws applicable to transferable Non-Qualified Stock Options. 




        8.2  Amendment, Suspension or Termination of the Plan. Except as otherwise provided in this Section 8.2, the Plan may
be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Board or the Committee. However, without approval of the Company's stockholders
given within twelve months before or after the action by the Board or the Committee, no action of the Board or the Committee may, except as provided in Section 8.3, increase the limits imposed
in Section 2.1 on the maximum number of shares which may be 


11





 


issued under the Plan. No amendment, suspension or termination of the Plan shall, without the consent of the Optionee alter or impair any rights or obligations under any Option theretofore granted or
awarded, unless the Option itself otherwise expressly so provides. No Options may be granted or awarded during any period of suspension or after termination of the Plan, and in no event may any
Incentive Stock Option be granted under the Plan after the first to occur of the following events: 



        (a)  The
expiration of ten years from the date the Plan is adopted by the Board; or 


        (b)  The
expiration of ten years from the date the Plan is approved by the Company's stockholders under Section 8.4. 




        8.3  Changes in Common Stock or Assets of the Company, Acquisition or Liquidation of the Company, Change in Control and Other Corporate
Events.



        (a)  Subject
to Section 8.3(d), in the event that the Administrator determines that any dividend or other distribution (whether in the form of cash, Common Stock,
other securities, or other property), recapitalization, reclassification, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or exchange of Common Stock or
other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transaction or event, in the
Administrator's sole discretion, affects the Common Stock such that an adjustment is determined by the Administrator to be appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan or with respect to an Option, then the Administrator shall, in such manner as it may deem equitable, adjust any or all of: 



        (i)    The
number and kind of shares of Common Stock (or other securities or property) with respect to which Options may be granted or awarded (including, but not limited to,
adjustments of the limitations in Section 2.1 on the maximum number and kind of shares which may be issued and adjustments of the Award Limit); 


        (ii)  The
number and kind of shares of Common Stock (or other securities or property) subject to outstanding Options; and 


        (iii)  The
grant or exercise price with respect to any Option. 




        (b)  Subject
to Section 8.3(d), in the event of any transaction or event described in Section 8.3(a) or any unusual or nonrecurring transactions or events
affecting the Company, any affiliate of the Company, or the financial statements of the Company or any affiliate, or of changes in applicable laws, regulations, or accounting principles, the
Administrator, in its sole and absolute discretion, and on such terms and conditions as it deems appropriate, either by the terms of the Option or by action taken prior to the occurrence of such
transaction or event and either automatically or upon the Optionee's request, is hereby authorized to take any one or more of the following actions whenever the Administrator determines that such
action is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to any Option, to facilitate such
transactions or events or to give effect to such changes in laws, regulations or principles: 



        (i)    To
provide for either the purchase of any such Option for an amount of cash equal to the amount that could have been attained upon the exercise of such Option or
realization of the Optionee's rights had such Option been currently exercisable or payable or fully vested or the replacement of such Option with other rights or property selected by the Administrator
in its sole discretion; 




12





 


        (ii)  To
provide that the Option cannot vest, be exercised or become payable after such event; 



        (iii)  To
provide that such Option shall be exercisable as to all shares covered thereby, notwithstanding anything to the contrary in (i) Section 5.3 or 5.4 or
(ii) the provisions of the applicable Option Agreement; 


        (iv)  To
provide that such Option be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options,
rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices; and 



        (v)  To
make adjustments in the number and type of shares of Common Stock (or other securities or property) subject to outstanding Options and/or in the terms and conditions
of (including the exercise price), and the criteria included in, outstanding Options or Options which may be granted in the future. 




        (c)  Subject
to Section 8.3(d) and 8.8, the Administrator may, in its discretion, include such further provisions and limitations in any Option, agreement or
certificate, as it may deem equitable and in the best interests of the Company. 


        (d)  With
respect to Options which are granted to Section 162(m) Participants and are intended to qualify as performance-based compensation under
Section 162(m)(4)(C), no adjustment or action described in this Section 8.3 or in any other provision of the Plan shall be authorized to the extent that such adjustment or action would
cause such Option to fail to so qualify under Section 162(m)(4)(C), or any successor provisions thereto. No adjustment or action described in this Section 8.3 or in any other provision
of the Plan shall be authorized to the extent that such adjustment or action would cause the Plan to violate Section 422(b)(1) of the Code. Furthermore, no such adjustment or action shall be
authorized to the extent such adjustment or action would result in short-swing profits liability under Section 16 or violate the exemptive conditions of Rule 16b-3 unless the
Administrator determines that the Option is not to comply with such exemptive conditions. The number of shares of Common Stock subject to any Option shall always be rounded to the next whole number. 



        (e)  Notwithstanding
the foregoing, in the event that the Company becomes a party to a transaction that is intended to qualify for "pooling of interest" accounting treatment
and, but for one or more of the provisions of this Plan or any Option Agreement would so qualify, then this Plan and any Option Agreement shall be interpreted so as to preserve such accounting
treatment, and to the extent that any provision of the Plan or any Option Agreement would disqualify the transaction from pooling of interests accounting treatment (including, if applicable, an entire
Option Agreement), then such provision shall be null and void. All determinations to be made in connection with the preceding sentence shall be made by the independent accounting firm whose opinion
with respect to "pooling of interests" treatment is required as a condition to the Company's consummation of such transaction. 




        8.4  Approval of Plan by Stockholders. The Plan will be submitted for the approval of the Company's stockholders within twelve
months after the date of the Board's initial adoption of the Plan. Options may be granted or awarded prior to such stockholder approval, provided that such Options shall not be
exercisable nor shall such Options vest prior to the time when the Plan is approved by the stockholders, and provided further that if such approval has not been obtained at the end of said
twelve-month period, all Options previously granted or awarded under the Plan shall thereupon be canceled and become null and void. 



        8.5  Tax Withholding. The Company shall be entitled to require payment in cash or deduction from other compensation payable to
each Optionee of any sums required by federal, state or local tax law to 


13





 




be withheld with respect to the issuance, vesting, exercise or payment of any Option. The Administrator may in its discretion and in satisfaction of the foregoing requirement allow such Optionee to
elect to have the Company withhold shares of Common Stock otherwise issuable under such Option (or allow the return of shares of Common Stock) having a Fair Market Value equal to the sums required to
be withheld. Notwithstanding any other provision of the Plan, the number of shares of Common Stock which may be withheld with respect to the issuance, vesting, exercise or payment of any Option in
order to satisfy the Optionee's federal and state income and payroll tax liabilities with respect to the issuance, vesting, exercise or payment of the Option shall be limited to the number of shares
which have a Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal and state tax
income and payroll tax purposes that are applicable to such supplemental taxable income. 


        8.6  Loans. The Committee may, in its discretion, extend one or more loans to key Employees in connection with the exercise or
receipt of an Option. The terms and conditions of any such loan shall be set by the Committee. 


        8.7  Forfeiture Provisions. Pursuant to its general authority to determine the terms and conditions applicable to Options, the
Administrator shall have the right (to the extent consistent with the applicable exemptive conditions of Rule 16b-3) to provide, in the terms of an Option Agreement, or to require
an Optionee to agree by separate written instrument, that (i) any proceeds, gains or other economic benefit actually or constructively received by the Optionee upon any receipt or exercise of
the Option, or upon the receipt or resale of any Common Stock underlying the Option, must be paid to the Company, and (ii) the Option shall terminate and any unexercised portion of the Option
(whether or not vested) shall be forfeited, if (a) a Termination of Employment, Termination of Consultancy or Termination of Directorship occurs prior to a specified date, or within a specified
time period following receipt or exercise of the Option, or (b) the Optionee at any time, or during a specified time period, engages in any activity in competition with the Company, or which is
inimical, contrary or harmful to the interests of the Company, as further defined by the Committee (or the Board, as applicable) or the Optionee incurs a Termination of Employment, Termination of
Consultancy or Termination of Directorship for cause. 


        8.8  Limitations Applicable to Section 16 Persons and Performance-Based Compensation. Notwithstanding any other
provision of the Plan, the Plan, and any Option granted or awarded to any individual who is then subject to Section 16 of the Exchange Act, shall be subject to any additional limitations set
forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the
application of such exemptive rule. To the
extent permitted by applicable law, the Plan and Options granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such applicable exemptive rule. Furthermore,
notwithstanding any other provision of the Plan or any Option which is granted to a Section 162(m) Participant and is intended to qualify as performance-based compensation as described in
Section 162(m)(4)(C) of the Code shall be subject to any additional limitations set forth in Section 162(m) of the Code (including any amendment to Section 162(m) of the Code) or
any regulations or rulings issued thereunder that are requirements for qualification as performance-based compensation as described in Section 162(m)(4)(C) of the Code, and the Plan shall be
deemed amended to the extent necessary to conform to such requirements. 


        8.9  Effect of Plan Upon Options and Compensation Plans. The adoption of the Plan shall not affect any other compensation or
incentive plans in effect for the Company or any Subsidiary. Nothing in the Plan shall be construed to limit the right of the Company (i) to establish any other forms of incentives or
compensation for Employees, Directors or Consultants of the Company or any Subsidiary or (ii) to grant or assume options or other rights or awards otherwise than under the Plan in connection
with any proper corporate purpose including but not by way of limitation, the grant or assumption of 


14





 




options in connection with the acquisition by purchase, lease, merger, consolidation or otherwise, of the business, stock or assets of any corporation, partnership, limited liability company, firm or
association. 


        8.10Compliance with Laws. The Plan, the granting and vesting of Options under the Plan and the issuance and delivery of
shares of Common Stock and the payment of money under the Plan or under Options granted or awarded hereunder are subject to compliance with all applicable federal and state laws, rules and regulations
(including but not limited to state and federal securities law and federal margin requirements) and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of
counsel for the Company, be necessary or advisable in connection therewith. Any securities delivered under the Plan shall be subject to such restrictions, and the person acquiring such securities
shall, if requested by the Company, provide such assurances and representations to the Company as the Company may deem necessary or desirable to assure compliance with all applicable legal
requirements. To the extent permitted by applicable law, the Plan and Options granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such laws, rules and
regulations. 


        8.11Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or
construction of the Plan. 


        8.12Governing Law. The Plan and any agreements hereunder shall be administered, interpreted and enforced under the internal
laws of the State of Delaware without regard to conflicts of laws thereof. 


15





 

* * * * * 


        I
hereby certify that the foregoing Plan was duly adopted by the Board of Directors of Suntron Corporation as of ___________________ ___, 200__. 



        I
hereby certify that the foregoing Plan was duly approved by the stockholders of the Suntron Corporation on ___________________ ___, 200__. 


        Executed
on ___________________ ___, 200__. 



	

 	
 	

 	
 	

 Secretary




16









QuickLinks


Exhibit 10.1

FORM OF 2002 STOCK OPTION PLAN OF SUNTRON CORPORATION

ARTICLE I. DEFINITIONS

ARTICLE II. SHARES SUBJECT TO PLAN

ARTICLE III. GRANTING OF OPTIONS

ARTICLE IV. ELIGIBILITY AND OPTION GRANTS

ARTICLE V. TERMS OF OPTIONS


ARTICLE VI. EXERCISE OF OPTIONS

ARTICLE VII. ADMINISTRATION

ARTICLE VIII. MISCELLANEOUS PROVISIONS