exhibit101.htm


    EXHIBIT
10.1

    


    


    AVX
CORPORATION

    2004
STOCK OPTION PLAN

    As
amended through July 23, 2008

    


    


    1.  Adoption and
Purpose.  The Company hereby adopts this Plan providing for the
granting of stock options to selected employees of the Company and its
Subsidiaries.  The general purpose of the Plan is to promote the
interests of the Company and its Subsidiaries by providing to their employees
incentives to continue and increase their efforts with respect to, and remain in
the employ of, the Company and its Subsidiaries.

    


    Options
granted under the Plan may be "incentive stock options" within the meaning of
Section 422 of the Code or "nonqualified stock options", and the specific type
of option granted shall be designated by the Committee upon grant.

    


    2.  Administration.  The
Plan will be administered by the Equity Compensation Committee (the
"Committee"), or, at the discretion of the Board from time to time, the Plan may
be administered by the Board.  It is intended that at least two of the
directors appointed to serve on the Committee shall qualify as (a) "outside
directors" within the meaning of Section 162(m) of the Code and the regulations
thereunder and (b) "Non-Employee Directors" within the meaning of Rule
16b-3(b)(3)(i) promulgated under the Exchange Act and that any such members of
the Committee who do not so qualify shall abstain from participating in any
decision to make or administer stock options that are made to participants who
at the time of consideration for such stock option are, or who are anticipated
to become, either (i) a "covered employee", as defined in Code Section 162(m)(3)
or (ii) a person subject to the short-swing profit rules of Section 16 of the
Exchange Act.  However, the mere fact that a Committee member shall
fail to qualify under either of the foregoing requirements or shall fail to
abstain from such action shall not invalidate any award made by the Committee
which award is otherwise validly made under the Plan.  To the extent
the Board has reserved any authority and responsibility or during any time that
the Board is acting as administrator of the Plan, it shall have all the powers
of the Committee hereunder, and any reference herein to the Committee (other
than in this Section 2) shall include the Board.

    


    Subject
to the express provisions of the Plan, the Committee shall have plenary
authority, in its discretion, to administer the Plan and to exercise all powers
and authority either specifically granted to it under the Plan or necessary and
advisable in the administration of the Plan, including without limitation the
authority to interpret the Plan; to prescribe, amend and rescind rules and
regulations relating to the Plan; to determine the terms of all options granted
under the Plan (which need not be identical), the purchase price of the shares
covered by each option, the individuals to whom and the time or times at which
options shall be granted, whether an option shall be an incentive stock option
or a nonqualified stock option, when an option can be exercised and whether in
whole or in installments, and the number of shares covered by each option; and
to make all other necessary or advisable determinations with respect to the
Plan.  The determination of the Committee on such matters shall be
conclusive.

    
      
         

      

      
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    To
the extent permitted under Delaware law, the Board or the Committee may
expressly delegate to any individual or group of individuals some or all of the
Committee's authority to grant awards under this Plan, except that no delegation
of its duties and responsibilities may be made with respect to awards to any
participant who is, or who is anticipated to be become, either (i) a "covered
employee", as defined in Code Section 162(m)(3) or (ii) a person subject to the
short-swing profit rules of Section 16 of the Exchange Act.  The acts
of such delegates shall be treated hereunder as acts of the Committee, and such
delegates shall report to the Committee regarding the delegated duties and
responsibilities.

    


    3.  Participants.  The
Committee shall from time to time select the officers and key employees of the
Company and its Subsidiaries to whom options are to be granted, and who will,
upon such grant, become participants in the Plan.

    


    4.  Shares Subject to
Plan.  The Committee may not grant options under the Plan for
more than 10,000,000 shares of Common Stock, subject to any adjustment as
provided in Section 13 hereof.  Shares to be optioned and sold may be
made available from either authorized but unissued Common Stock, Common Stock
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 will again be available for issuance under the Plan.

    


    5.  Limitation on Number of
Options.  The aggregate Fair Market Value (determined as of the
time an incentive stock option is granted) of the stock with respect to which
incentive stock options granted to an employee under the Plan are exercisable
for the first time during any calendar year may not exceed
$100,000.  To the extent that this dollar limitation is exceeded, the
excess options shall be deemed to be non-qualified stock options.

    


    Notwithstanding
any provision in the Plan to the contrary (but subject to adjustment as provided
in Section 13), the maximum number of shares of Common Stock with respect to one
or more options that may be granted during any one calendar year under the Plan
to any one participant shall be 1,000,000.

    


    6.  Grant of
Options.  All options under the Plan shall be granted by the
Committee or such person delegated by the Committee pursuant to Section
2.  The Committee or such delegate shall determine the number of
shares of Common Stock to be offered from time to time by grant of options to
employees who are participants of the Plan (it being understood that more than
one option may be granted to the same employee).  The grant of an
option to an employee shall not be deemed either to entitle the employee to, or
to disqualify the employee from, participation in any other grant of options
under the Plan.

    


    7.  Option
Price.  The purchase price per share of the Common Stock for
any option granted under the Plan shall be determined by the Committee, but
shall not be less than 100% of the Fair Market Value per share of the Common
Stock at the time the option is granted.  Notwithstanding the
foregoing, no incentive stock option shall be granted to an employee who, at the
time of such grant, is a Ten Percent Shareholder unless the option price per
share is at least 110% of the Fair Market Value per share of the Common Stock
subject to the incentive stock option at the time the option is
granted.

    
      
         

      

      
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    8.  Option
Period.  The option period will begin on the date the option is
granted, which will be the date the Committee authorizes the option unless the
Committee specifies a later date.  No option may terminate later than
the day prior to the tenth anniversary of the date the option is granted; provided, however, that an
incentive stock option granted to an employee who, at the time of such grant, is
a Ten Percent Shareholder shall not be exercisable after the expiration of five
years after the date of grant.  The Committee may provide for the
exercise of options in installments and upon such terms, conditions and
restrictions as it may determine.

     

    9.  Exercisability of
Options.  The Committee shall prescribe the installments, if
any, in which an option granted under the Plan shall become vested and
exercisable.

    


    If
the participant voluntarily terminates his employment or his employment with the
Company or Subsidiary is terminated for Cause, neither the Company, the Parent
nor any Subsidiary shall have any further obligation to the participant
hereunder, and the options (whether or not vested) shall immediately terminate
in full.  In the event a participant's employment is terminated by the
Company for any reason other than for Cause, options may be exercised, to the
extent vested and exercisable as of his date of termination of employment, by
the participant in accordance with its terms but in no event beyond the earlier
of (x) 90 days after the date of termination, unless such period is extended in
the discretion of the Committee, or (y) the scheduled expiration of such
option.

    


    10.  Payment; Method of
Exercise.  Payment shall be made in cash or in shares of Common
Stock already owned by the holder of the option (valued at Fair Market Value on
the date of exercise) or partly in cash and partly in such shares; provided,
however, that if shares are used to pay the exercise price of an option, such
shares must have been held by the participant for at least such period of time,
if any, as necessary to avoid variable accounting for the option.  The
Committee, in its sole discretion, may authorize additional methods by which the
exercise price of an option may be paid (including "cashless exercise"
arrangements), and by which shares of Common Stock shall be delivered or deemed
to be delivered to participants.  No shares may be issued until full
payment of the purchase price therefore has been made, and a participant will
have none of the rights of a stockholder until shares are issued to
him.

    


    Options
shall be exercised by written notice to the Company.  Such notice
shall state that the holder of the option elects to exercise the option, the
number of shares in respect of which it is being exercised and the manner of
payment for such shares and shall be accompanied by payment of the full purchase
price of such shares.

    


    11.  Withholding
Taxes.  The Company or any Parent or Subsidiary shall have the
authority and the right to deduct or withhold, or require a participant to remit
to the Company, an amount sufficient to satisfy federal, state, and local taxes
(including the participant's FICA obligation) 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 Committee 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 Committee may establish.

    
      
         

      

      
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    12.  Rights in the Event of
Death, Retirement or Incapacity.  If a participant's employment
is terminated due to death, Retirement or Incapacity prior to the termination of
his or her right to exercise an option in accordance with the provisions of his
or her stock option without having fully exercised the option, then the total
number of shares of Common Stock then underlying the option shall thereupon
become exercisable.  Such exercisable options may only be exercised
prior to the date of their original expiration.  In the event of a
termination of a participant's employment due to death or Incapacity, or a
participant's death following his or her termination of employment during the
period in which his or her option remains exercisable, then notwithstanding the
foregoing, such option may be exercised to the extent the option could have been
exercised by the participant, by the participant's estate or by the person who
acquired the right to exercise the option by bequest or inheritance only during
the period within one year after the date of death or termination for
Incapacity, but in no event beyond the original expiration date of the
option.

    


    13.  Effect of Certain
Changes.

    


    (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 shareholders,
including a rights offering, other than cash dividends, or any like change, then
the number of shares of Common Stock available for grant under Section 4, the
authorization limits in Section 5, the number of such shares covered by
outstanding options, and the price per share of such options shall be
proportionately adjusted by the Committee 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 limits under Sections 4 and 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 a 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,
separation or liquidation of the Company, or any other event similarly affecting
the Company, the Board or the Committee 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 assumed by another party to a
transaction or otherwise be equitably converted or substituted in connection
with such transaction.

    


    (d)  To
the extent that the foregoing adjustments relate to stock or securities of the
Company, such adjustments shall be made by the Committee, whose determination in
that respect shall be final, binding and conclusive. The Committee's
determination need not be uniform and may be different for different
participants whether or not such participants are similarly
situated.

    
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    14.  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.

    


    15.  Assignability.  Nonqualified
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, and nonqualified and incentive stock options may be transferred by the
laws of descent and distribution.  Incentive stock options are
otherwise non-transferable.  During an optionee's lifetime, options
granted to an optionee may be exercised only by such optionee or by his or her
guardian or legal representative unless the option has been transferred in
accordance with the preceding sentence, in which case, it shall be exercisable
only by such transferee.  For purposes of this Section 15, immediate
family shall mean the optionee's spouse, children and
grandchildren.

    


    16.  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 13 hereof) the maximum number
of shares of Common Stock for which options may be granted under the Plan, (b)
materially expand the class of employees 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.

    


    17.  Options Previously
Granted. At
any time and from time to time, the Committee may amend, modify or terminate any
outstanding option without approval of the participant; provided,
however:

    


    (a)  Such
amendment, modification or termination shall not, without the participant'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 13, 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
participant 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).

    
      
         

      

      
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    18.  Effect of
Plan.  Neither the adoption of the Plan nor any action of the
Board or Committee shall be deemed to give any officer or employee 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 of
such person delegated by the Committee pursuant to Section 2), or by a stock
option agreement or notice, or any amendment thereto, duly authorized by the
Board or Committee (or by such person delegated by the Committee pursuant to
Section 2) and executed on behalf of the Company, and then only to the extent
and on the terms and conditions expressly set forth therein.

    


    19.  Term.  Unless
sooner terminated by action of the Board, this Plan will terminate on August 1,
2014.  The Committee 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.  No incentive stock option may be granted
pursuant to the Plan after the day immediately prior to the tenth anniversary of
the date the Plan was adopted by the Board, or the termination of the Plan, if
earlier.

    


    20.  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.

    


    21.  Definitions.  For
the purpose of this Plan, unless the context requires otherwise, the following
terms shall have the meanings indicated:

    


    (a)  "Board"
means the board of directors of the Company.

    


    (b)  "Cause"
means the commission of an act of dishonesty, gross incompetency or intentional
or willful misconduct, which act occurs in the course of participant's
performance of his duties as an employee.

    


    (c)  "Code"
means the Internal Revenue Code of 1986, as amended.

    


    (d)  "Common
Stock" means the Common Stock which the Company is currently authorized to issue
or may in the future be authorized to issue (as long as the Common Stock varies
from that currently authorized, if at all, only in amount of par
value).

    


    (e)  "Company"
means AVX Corporation, a Delaware corporation.

    


    (f)  "Exchange
Act" means the Securities Exchange Act of 1934, as from time to time
amended.

    


    (g)  "Fair
Market Value" means the closing price for options granted after April 1, 2007 or
the average of the high and the low sales prices for options granted before
April 1, 2007 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.

    
      
         

      

      
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    (h)  "Incapacity"
means any material physical, mental or other disability rendering the
participant incapable of substantially performing his services hereunder that is
not cured within 180 days of the first occurrence of such
incapacity.  If the determination of Incapacity relates to an
incentive stock option, "Incapacity" means Permanent and Total Disability, as
defined in Section 22(e)(3) of the Code.  In the event of any dispute
between the Company and the participant as to whether the participant is
incapacitated as defined herein, the determination of whether the participant is
so incapacitated shall be made by an independent physician selected by the
Company's Board of Directors and the decision of such physician shall be binding
upon the Company and the participant.

    


    (i)  "Option
Period" means the period during which an option may be exercised.

    


    (j)  "Parent"
means any corporation in an unbroken chain of corporations ending with the
Company if, at the time of granting of the option, each of the corporations
other than the Company owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in the
chain.

    


    (k)  "Plan"
means this AVX Corporation 2004 Stock Option Plan as amended from time to
time.

    


    (l)  “Retirement” means, with
respect to any participant, the participant's retirement as an employee of the
Company on or after reaching age 65, or as otherwise provided under a
participant's terms of employment governed by a separate agreement.

    


    (m)  "Subsidiary"
means any corporation in an unbroken chain of corporations beginning with the
Company if, at the time of the granting of the option, each of the corporations
other than the last corporation in the unbroken chain owns stock possessing 50%
or more of the total combined voting power of all classes of stock in one of the
other corporations in the chain.  The "Subsidiaries" means more than
one of any such corporations.

     

      (n)  "Ten Percent
Shareholder" means an individual who owns (or is treated as owning under Section
424(d) of the Code) stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company or any
Subsidiary.