exhibit102.htm


    EXHIBIT
10.2

    


    AVX
CORPORATION

    2004
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

    As
amended through July 23, 2008

    


    1.  Adoption and
Purpose.  The AVX Corporation (the "Company") hereby adopts the
2004 AVX Corporation Non-Employee Directors' Stock Option Plan (the "Plan") to
secure for the Company and its stockholders the benefits of the incentive
inherent in increased common stock ownership by the members of the Board of
Directors (the "Board") of the Company who are not employees of the Company or
any of its subsidiaries (a "Non-Employee Director").

    


    2.  Administration.  The
Plan shall be administered by the Board.  The Board shall have all the
powers vested in it by the terms of the Plan, such powers to include authority
(within the limitations described herein) to prescribe the form of the agreement
embodying awards of stock options made under the Plan (the "Options") and the
power to determine the restrictions, if any, on the ability of participants to
earn-out and to dispose of any stock issued in connection with the exercise of
any Options granted pursuant to the Plan.  The Board shall, subject to
the provisions of the Plan, have the power to interpret the Plan and to
prescribe, amend and rescind rules and regulations for the administration of the
Plan as it may deem desirable.  Any decisions of the Board in the
administration of the Plan, as described herein, shall be final and
conclusive.  The Board may authorize any one or more of their number
(each, a "Director") or the Secretary or any other officer of the Company to
execute and deliver documents on behalf of the Board.  The Board
hereby authorizes the Secretary to execute and deliver all documents to be
delivered by the Board pursuant to the Plan.  No member of the Board
shall be liable for anything done or omitted to be done by such member or by any
other member of the Board in connection with the Plan, except for such member's
own willful misconduct or as expressly provided by statute.

    


    3.  Shares Subject to
Plan.  The stock which may be issued and sold under the Plan
will be the Common Stock (par value $0.01 per share) of the
Company.  The total amount of stock for which Options may be granted
under the Plan shall not exceed 1,000,000 shares of Common Stock, subject to
adjustment as provided in Section 6 below.  The stock to be issued may
be either authorized and unissued shares, shares held by the Company in its
treasury, or Common Stock purchased on the open market.  Shares that
by reason of the expiration of an option or otherwise are no longer subject to
purchase pursuant to an Option granted under the Plan may be reoffered under the
Plan.

    


    4.  Participants.  Each
Non-Employee Director shall be eligible to receive an Option in accordance with
Section 5 below.

    


    5.  Terms and Conditions of
Options.  Each Option granted under the Plan shall comply with
the following terms and conditions:

    


    (a)  The
Option exercise price shall be the "Fair Market Value" of the Common Stock
shares subject to such Option on the date the Option is granted, which shall be
the closing price for options granted after July 1, 2008 or the average of the
high and the low sales prices for options granted before July 1, 2008 of a share
of Common Stock on the date of grant (or, if not a trading day, on the last
preceding trading day) as reported on the New York Stock Exchange Composite
Transactions Tape or, if not listed on the New York Stock Exchange, the
principal stock exchange or the NASDAQ National Market on which the Common Stock
is then listed or traded; provided, however, that if the
Common Stock is not so listed or traded then the Fair Market Value shall be
determined in good faith by the Board.

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    (b)  Each
new Non-Employee Director elected on the date of an Annual Meeting of
Stockholders of the Company shall automatically receive an Option for 15,000
shares of Common Stock as of the first day of the month following such annual
meeting.  Each Non-Employee Director who has been re-elected as a
Non-Employee Director shall automatically receive an additional Option for
15,000 shares of Common Stock in the year in which the third anniversary of his
or her latest option grant occurs provided that he/she has been re-elected as a
Non-Employee Director in such year.  Such Option shall be granted as
of the first day of the month following the Annual Meeting of Stockholders of
the Company in such year.

    


    (c)  Each
Non-Employee Director may also be granted Options from time to time upon prior
approval by the full Board.

    


    (d)  No
Option or any part of an Option shall be exercisable:

    


    (i)  after
the expiration of ten years from the date the Option was granted,

    


    (ii)  unless
written notice of the exercise is delivered to the Company specifying the number
of shares to be purchased and payment in full is made for the shares of Common
Stock being acquired thereunder at the time of exercise; such payment shall be
made

    


    (A)  in
cash or by check,

    


    (B)  by
tendering to the Company Common Stock shares owned by the person exercising the
Option and having a Fair Market Value equal to the cash exercise price
applicable to such Option, it being understood that the Board shall determine
acceptable methods for tendering Common Stock shares and may impose such
conditions on the use of Common Stock shares to exercise Options as it deems
appropriate, or

    


    (C)  by
a combination of cash or check and Common Stock shares as aforesaid;
or

    


    (D)  by
additional methods as may be authorized by the Board in it sole discretion
(including "cashless exercise" arrangements); and

    


    (iii)  unless
the person exercising the Option has been, at all times during the period
beginning with the date of grant of the Option and ending on the date of such
exercise, a Director of the Company, except that if such person shall cease to
be such a Director by reason of Retirement (as defined below), Incapacity (as
defined below) or death while holding an Option that has not expired and has not
been fully exercised, such person, or in the case of death, the executors,
administrators, or distributees, as the case may be, may at any time after the
date such person ceased to be such a Director (but in no event after the Option
has expired under the provisions of subparagraph 5(d)(i) above) exercise the
Option (to the extent exercisable by the Director on the date he ceased to be a
Director) with respect to any shares of Common Stock as to which such person has
not exercised the Option on the date the person ceased to be such a
Director.

    


    If
any person who has ceased to be a Director for any reason other than death,
shall die holding an Option that has not expired and has not been fully
exercised, such person's executors, administrators, or distributees, as the case
may be, may exercise the Option (to the extent vested and exercisable by the
decedent on his date of death) provided that in no event may the Option be
exercised after it has expired pursuant to subparagraph 5(d)(i).

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    In
the event any Option is exercised by the executors, administrators, legatees, or
distributees of the estate of a deceased optionee, the Company shall be under no
obligation to issue stock thereunder unless and until the Company is satisfied
that the person or persons exercising the Option are the duly appointed legal
representatives of the deceased optionee's estate or the proper legatees or
distributees thereof.

    


    (e)  One-third
of the total number of shares of Common Stock covered by all Options shall
become exercisable beginning with the first anniversary date of the grant of the
Option; thereafter an additional one-third of the total number of shares of
Common Stock covered by the Option shall become exercisable on each subsequent
anniversary date of the grant of the Option until on the third anniversary date
of the grant of the Option the total number of shares of Common Stock covered by
the Option shall become exercisable.  In the event the Non-Employee
Director ceases to be a Director by reason of Retirement, Incapacity or death,
the total number of shares of Common Stock covered by the Option shall thereupon
become exercisable. Such exercisable options must be exercised prior to the
earlier of (i) one year after the date of such Retirement, Incapacity or death
and (ii) the date of their original expiration.

    


    (f)  Options
granted to a person shall automatically be forfeited by such person if such
person shall cease to be a Director for reasons other than Retirement,
Incapacity or death.

    


    (g)  As
used in this Section 5, the term "Retirement" means the termination of a
Director's service on the Board pursuant to (i) resignation from the Board upon
reaching retirement age or (ii) otherwise resigning or not standing for
reelection with the approval of the Board; provided, however, that
"Retirement" shall not include any termination of service resulting from an act
of (i) fraud or intentional misrepresentation or (ii) embezzlement,
misappropriation or conversion of assets or opportunities of the Company or any
direct or indirect majority-owned subsidiary of the Company, by such
Director.  The determination of whether termination results from any
such act shall be made by the Board, whose determination shall be
conclusive.

    


    (h)  As
used in this Section 5, the term "Incapacity" means any material physical,
mental or other disability rendering the Director incapable of substantially
performing his or her services hereunder that is not cured within 180 days of
the first occurrence of such incapacity.  In the event of any dispute
between the Company and the Director as to whether he or she is incapacitated as
defined herein, the determination of whether the Director is so incapacitated
shall be made by an independent physician selected by the Board and the decision
of such physician shall be binding upon the Company and the
Director.

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    


    6.  Adjustment in the Event of
Certain Changes in Stock.

    


    (a)  If
there is any change in the number of outstanding shares of Common Stock by
reason of any stock dividend, stock split, recapitalization, combination,
exchange of shares, merger, consolidation, liquidation, split-up, spin-off or
other similar change in capitalization, any distribution to common stockholders,
including a rights offering, other than cash dividends, or any like change, then
the number of shares of Common Stock available for options, the number of such
shares covered by outstanding options, and the price per share of such options
shall be proportionately adjusted by the Board to reflect such change or
distribution; provided, however, that any
fractional shares resulting from such adjustment shall be
eliminated.  Without limiting the foregoing, in the event of a
subdivision of the outstanding shares of Common Stock (stock-split), a
declaration of a dividend payable in shares of Common Stock, or a combination or
consolidation of the outstanding shares of Common Stock into a lesser number of
shares, the authorization limit under Section 3 and the award amounts under
Section 5 shall automatically be adjusted proportionately, and the shares of
Common Stock then subject to each option shall automatically be adjusted
proportionately without any change in the aggregate purchase price
therefor.

    


    (b)  In
the event of change in the Common Stock of the Company as presently constituted,
the shares resulting from any such change shall be deemed to be the Common Stock
within the meaning of the Plan.

    


    (c)  In
the event of a reorganization, recapitalization, merger, consolidation,
acquisition of property or stock, extraordinary dividend or distribution (other
than as covered by Section 6(a) hereof), separation or liquidation of the
Company, or any other event similarly affecting the Company, the Board shall
have the right, but not the obligation, notwithstanding anything to the contrary
in this Plan, to provide that outstanding options granted under this Plan shall
(i) be canceled in respect of a cash payment or the payment of securities or
property, or any combination thereof, with a per share value determined by the
Board in good faith to be equal to the value received by the stockholders of the
Company in such event in the respect of each share of Common Stock, with
appropriate deductions of exercise prices, or (ii) be adjusted to represent
options to receive cash, securities, property, or any combination thereof, with
a per share value determined by the Board in good faith to be equal to the value
received by the stockholders of the Company in such event in respect of each
share of Common Stock, at such exercise prices as the Board in its discretion
may determine is appropriate.

    


    (d)  To
the extent that the foregoing adjustments relate to stock or securities of the
Company, such adjustments shall be made by the Board, whose determination in
that respect shall be final, binding and conclusive.

    


    7.  Nonexclusive
Plan.  Neither the adoption of the Plan by the Board nor the
submission of the Plan to the stockholders of the Company for approval shall be
construed as creating any limitations on the power of the Board to adopt such
other incentive arrangements as it may deem desirable, including, without
limitation, the granting of stock options otherwise than under the Plan, and
such arrangements may be either generally applicable or applicable only in
specific cases.

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    8.  Nonassignability.  Options
may be transferred by gift to any member of the optionee's immediate family or
to a trust for the benefit of one or more of such immediate family members, by
the laws of descent and distribution, or as otherwise permitted by the
Board.  During a Director's lifetime, options granted to a Director
may be exercised only by the Director or by his or her guardian or legal
representative or his or her permitted transferee.

    


    9.  Amendment or
Discontinuance.  The Plan may be amended or discontinued by the
Board without the approval of the stockholders of the Company, except that
stockholder approval shall be required for any amendment that would (a)
materially increase (except as provided in Section 6 hereof) the maximum number
of shares of Common Stock for which Options may be granted under the Plan, (b)
materially expand the class of persons eligible to participate in the Plan, (c)
expand the types of awards available under the Plan, (d) otherwise materially
increase the benefits to participants under the Plan, or (e) otherwise
constitute a material change requiring stockholder approval under applicable
laws, policies or regulations or the applicable listing or other requirements of
the principal stock exchange or the NASDAQ National Market on which the Common
Stock is then listed or traded.

    


    10.  Options Previously
Granted.  At any time and from time to time, the Board may
amend, modify or terminate any outstanding Option without approval of the
optionee; provided, however:

    


    (a)  Such
amendment, modification or termination shall not, without the optionee's
consent, reduce or diminish the value of such Option determined as if the Option
had been exercised on the date of such amendment or termination (with the
per-share value of an Option for this purpose being calculated as the excess, if
any, of the Fair Market Value as of the date of such amendment or termination
over the exercise price of such Option);

    


    (b)  The
original term of an Option may not be extended without the prior approval of the
stockholders of the Company;

    


    (c)  Except
as otherwise provided in Section 6, the exercise price of an Option may not be
reduced, directly or indirectly, without the prior approval of the stockholders
of the Company; and

    


    (d)  No
termination, amendment, or modification of the Plan shall adversely affect any
Option previously granted under the Plan, without the written consent of the
optionee affected thereby.  An outstanding option shall not be deemed
to be "adversely affected" by a Plan amendment if such amendment would not
reduce or diminish the value of such Option determined as if the Option had been
exercised on the date of such amendment (with the per-share value of an Option
for this purpose being calculated as the excess, if any, of the Fair Market
Value as of the date of such amendment over the exercise price of such
Option).

    


    11.  Effect of
Plan.  Neither the adoption of the Plan nor any action of the
Board shall be deemed to give any Non-Employee Director any right to be granted
an option to purchase Common Stock or any other rights except as may be
evidenced in a valid resolution, action, or minutes of the Committee, or by a
stock option agreement or notice, or any amendment thereto, duly authorized by
the Board and executed on behalf of the Company, and then only to the extent and
on the terms and conditions expressly set forth therein.

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    12.  Term.  Unless
sooner terminated by action of the Board, this Plan will terminate on August 1,
2014.  The Board may not grant Options under the Plan after that date,
but Options granted before that date will continue to be effective in accordance
with their terms.

    


    13.  Effectiveness; Approval of
Stockholders.  The Plan shall take effect upon its adoption by
the Board, but its effectiveness and the exercise of any options shall be
subject to the approval of the holders of a majority of the voting shares of the
Company, which approval must occur within twelve months after the date on which
the Plan is adopted by the Board.

    


    14.  Withholding
Taxes.  The Company shall have the authority and the right to
deduct or withhold, or require an optionee to remit to the Company, an amount
sufficient to satisfy federal, state, and local taxes required by law to be
withheld with respect to any exercise, lapse of restriction or other taxable
event arising as a result of the Plan.  If shares of Common Stock are
surrendered to the Company to satisfy withholding obligations in excess of the
minimum withholding obligation, such shares must have been held by the
participant as fully vested shares for such period of time, if any, as necessary
to avoid variable accounting for the option.  With respect to
withholding required upon any taxable event under the Plan, the Board may
require or permit that any such withholding requirement be satisfied, in whole
or in part, by withholding from the option shares of Common Stock having a Fair
Market Value on the date of withholding equal to the minimum amount (and not any
greater amount) required to be withheld for tax purposes, all in accordance with
such procedures as the Board may establish.