**Exhibit 10.6**

**INCENTIVE STOCK OPTION**

*Non-transferable*

**GRANT TO**

 

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*(“Optionee”)*

the right to purchase from Scan*Source*, Inc. (the “Company”) 

 

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shares of its common stock, no par value, at the price of $             per share 

pursuant to and subject to the provisions of the Scan*Source*, Inc. 2002 Long-Term Incentive Plan (the “Plan”) and to the terms andconditions set forth on the following page. 

By accepting the Options, Optionee shall be deemed to have agreed to the terms and conditionsset forth in this Award Certificate and the Plan. 

Unless vesting is accelerated in accordance with the Plan, the Options shall vest(become exercisable) in accordance with the following schedule: 

 

 

IN WITNESS WHEREOF,Scan*Source*, Inc., acting by and through its duly authorized officers, has caused this Award Certificate to be executed as of the Grant Date. 

 

 

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**TERMS AND CONDITIONS**

1. Grant of Option. Scan*Source*, Inc. (the “Company”) hereby grants to the Optionee named on Page 1 hereof (“Optionee”), under the Scan*Source*, Inc. 2002 Long-Term Incentive Plan(the “Plan”), stock options to purchase from the Company (the “Options”), on the terms and on conditions set forth in this certificate (this “Award Certificate”), the number of shares indicated on Page 1 of theCompany’s no par value common stock, at the exercise price per share set forth on Page 1. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan. 

2. Vesting of Options. The Options shall vest (become exercisable) in accordance with the schedule shown on page 1 of this Award Certificate.Notwithstanding the foregoing vesting schedule, upon Optionee’s death or Disability during his or her Continuous Status as a Participant, or upon Optionee’s Retirement, or if Optionee’s employment is terminated by the Company withoutCause or by Optionee for Good Reason within twelve (12) months after the effective date of a Change in Control, all Options shall become fully vested and exercisable. 

3. Term of Options and Limitations on Right to Exercise. The term of the Options will be for a period of ten years, expiring at 5:00 p.m., EasternTime, on the tenth anniversary of the Grant Date (the “Expiration Date”). To the extent not previously exercised, the Options will lapse prior to the Expiration Date upon the earliest to occur of the following circumstances: 

(a) Three months after the termination of Optionee’s Continuous Status as a Participant for any reason other than(i) termination for Cause or (ii) by reason of Optionee’s death or Disability. 

(b) Twelve months after thedate of the termination of Optionee’s Continuous Status as a Participant by reason of Disability. 

(c) Twelve monthsafter the date of Optionee’s death, if Optionee dies while employed, or during the three-month period described in subsection (a) above or during the twelve-month period described in subsection (b) above and before the Optionsotherwise lapse. Upon Optionee’s death, the Options may be exercised by Optionee’s beneficiary designated pursuant to the Plan. 

(d) 5:00 p.m., Eastern Time, on the date of the termination of Optionee’s Continuous Status as a Participant if such termination is for Cause. 

Subject to compliance with Section 409A of the Code, the Committee may, prior to the lapse of the Options under the circumstances described in sections (a), (b), (c) or (d) above, extend the time toexercise the Options as determined by the Committee in writing, but if the Options are so extended, then to the extent that they are exercised more than three months after the termination of Optionee’s employment other than by death orDisability, or more than one year after Optionee’s Disability, the Options will automatically become Non-Qualified Stock Options. If Optionee returns to employment with the Company during the designated post-termination exercise period, thenOptionee shall be restored to the status Optionee held prior to such termination but no vesting credit will be earned for any period Optionee was not in Continuous Status as a Participant. If Optionee or his or her beneficiary exercises an Optionafter termination of service, the Options may be exercised only with respect to the Shares that were otherwise vested on Optionee’s termination of service, including Options vested by acceleration under section 2. 

4. Exercise of Option. The Options shall be exercised by (a) written notice directed to the Secretary of the Company or his or her designeeat the address and in the form specified by the Secretary from time to time, and (b) payment to the Company in full for the Shares subject to such exercise (unless the exercise is a broker-assisted cashless exercise, as described below). If theperson exercising an Option is not Optionee, such person shall also deliver with the notice of exercise appropriate proof of his or her right to exercise the Options. Payment for such Shares shall be in (a) cash, (b) Shares previouslyacquired by the purchaser, (c) withholding of Shares from the Options, or (d) any combination thereof, for the number of Shares specified in such written notice. The value of surrendered Shares for this purpose shall be the Fair MarketValue as of the last trading day immediately prior to the exercise date. To the extent permitted under Regulation T of the Federal Reserve Board, and subject to applicable securities laws and any limitations as may be applied from time to time bythe Committee (which need not be uniform), the Options may be exercised through a broker in a so-called “cashless exercise” whereby the broker sells the Option Shares on behalf of Optionee and delivers cash sales proceeds to the Company inpayment of the exercise price. In such case, the date of exercise shall be deemed to be the date on which notice of exercise is received by the Company and the exercise price shall be delivered to the Company by the settlement date. 

 

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5. Notification of Disposition. Optionee agrees to notify the Company in writing within 30 days ofany disposition of Shares acquired by Optionee pursuant to the exercise of the Options, if such disposition occurs within two years of the Grant Date, or one year of the date of exercise, of the Options. The Company has the authority and the rightto deduct or withhold, or require 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 disposition of Shares prior to the expiration of two years of theGrant Date, or one year of the date of exercise, of the Options. 

6. Beneficiary Designation. Optionee may, in the manner determinedby the Committee, designate a beneficiary to exercise the rights of Optionee hereunder and to receive any distribution with respect to the Options upon Optionee’s death. A beneficiary, legal guardian, legal representative, or other personclaiming any rights hereunder is subject to all terms and conditions of this Award Certificate and the Plan and to any additional restrictions deemed necessary or appropriate by the Committee. If no beneficiary has been designated or survivesOptionee, the Options may be exercised by the legal representative of Optionee’s estate, and payment shall be made to Optionee’s estate. Subject to the foregoing, a beneficiary designation may be changed or revoked by Optionee at any timeprovided the change or revocation is filed with the Company. 

7. Limitation of Rights. The Options do not confer to Optionee orOptionee’s beneficiary designated pursuant to section 6 any rights of a shareholder of the Company unless and until Shares are in fact issued to such person in connection with the exercise of the Options. Nothing in this Award Certificate shallinterfere with or limit in any way the right of the Company or any Affiliate to terminate Optionee’s service at any time, nor confer upon Optionee any right to continue in the service of the Company or any Affiliate. 

8. Restrictions on Transfer and Pledge. No right or interest of Optionee in the Options may be pledged, encumbered, or hypothecated to or in favorof any party other than the Company or an Affiliate, or shall be subject to any lien, obligation, or liability of Optionee to any other party other than the Company or an Affiliate. The Options are not assignable or transferable by Optionee otherthan by will or the laws of descent and distribution. The Options may be exercised during the lifetime of Optionee only by Optionee. 

9.Interpretation. It is the intent of the parties hereto that the Options qualify for incentive stock option treatment pursuant to, and to the extent permitted by, Section 422 of the Code. All provisions hereof are intended to have, andshall be construed to have, such meanings as are set forth in applicable provisions of the Code and Treasury Regulations to allow the Options to so qualify. To the extent that such any portion of the Options fail to qualify for incentive stockoption treatment pursuant to Section 422 of the Code, such nonqualifying portion of the Options shall be Non-Qualified Stock Options, governed under Section 83 of the Code. 

10. Plan Controls. The terms contained in the Plan are incorporated into and made a part of this Award Certificate and this Award Certificateshall be governed by and construed in accordance with the Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Award Certificate, the provisions of the Plan shall be controlling anddeterminative. 

11. Successors. This Award Certificate shall be binding upon any successor of the Company, in accordance with theterms of this Award Certificate and the Plan. 

12. Severability. If any one or more of the provisions contained in this AwardCertificate is invalid, illegal or unenforceable, the other provisions of this Award Certificate will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included. 

13. Notice. Notices and communications under this Award Certificate must be in writing and either personally delivered or sent by registered orcertified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to: Scan*Source*, Inc., 6 Logue Court, Greenville, SC 29615, Attn: Secretary, or any other address designated by the Company in awritten notice to Optionee. Notices to Optionee will be directed to the address of Optionee then currently on file with the Company, or at any other address given by Optionee in a written notice to the Company. 

 

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