bm20090824_8k-103.htm


    


     

    BELL
MICROPRODUCTS INC.

     

    2009
EQUITY INCENTIVE PLAN

     

    NOTICE
OF GRANT OF RESTRICTED STOCK UNITS

     

    Unless
otherwise defined herein, the terms defined in the Bell Microproducts Inc. 2009
Equity Incentive Plan (the “Plan”) will have the same defined meanings in this
Notice of Grant of Restricted Stock Units (the “Notice of Grant”) and Terms and
Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A (together,
the “Award Agreement”).

    


    
      
        
          	
                  Participant:

                	 
      	 
      
	
                  Address:

                	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


        

      

    

     

    


     

    You have
been granted the right to receive an Award of Restricted Stock Units, subject to
the terms and conditions of the Plan and this Award Agreement, as
follows:

    


    
      
        	
                Grant
      Number

              	 
      	 
      
	
                Date
      of Grant

              	 
      	 
      
	
                Vesting
      Commencement Date

              	 
      	 
      
	
                Number
      of Restricted Stock Units

              	 
      	 
      
	
                Term/Expiration
      Date

              	 
      	 
      


      

    

     

    Vesting
Schedule:

     

    Subject
to any acceleration provisions contained in the Plan or set forth below, the
Restricted Stock Unit will vest in accordance with the following
schedule:

     

    [Twenty-five
percent (25%) of the Shares subject to the Award of Restricted Stock Units will
vest on the first anniversary of the Vesting Commencement Date and 1/16th of the
Shares initially subject to the Award shall vest each quarter thereafter, so as
to be 100% vested on the fourth anniversary of the Vesting Commencement Date, so
long as Participant remains a Service Provider through each such vesting
date.]

     

    In the
event Participant ceases to be a Service Provider for any or no reason before
Participant vests in the Restricted Stock Unit, the Restricted Stock Unit and
Participant’s right to acquire Shares hereunder will immediately
terminate.

    


    By
Participant’s signature and the signature of the representative of Bell
Microproducts Inc. (the “Company”) below,
Participant and the Company agree that this Award of Restricted Stock Units is
granted under and governed by the terms and conditions of the Plan and this
Award Agreement, including the Terms and Conditions of Restricted Stock Unit
Grant, attached hereto as Exhibit A, all of
which are made a part of this document.  Participant has reviewed the
Plan and this Award Agreement in their
entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Award Agreement and fully understands all provisions of the Plan
and Award Agreement.  Participant hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Administrator upon
any questions relating to the Plan and Award Agreement.  Participant
further agrees to notify the Company upon any change in the residence address
indicated below.

     

    
      	Submitted
      by:	 	 	 Accepted
      by:	 
	 PURCHASER	 	 	 BELL
      MICROPRODUCTS INC.	 
	
               

            	 	 	
               

               

            	 
	
              Signature

            	 	 	
              By 

            	 
	
               

               

            	 	 	 	 
	Print
      Name	 	 	Title 	 
	
               

            	 	 	
               

               

            	 
	
              Date

            	 	 	Date	 
	 	 	 	
               

            	 
	 Residence
      Address:	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

    


    


     

    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    TERMS
AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT

     

    1.           Grant.  The
Company hereby grants to the Participant named in the Notice of Grant of this Award Agreement (the
“Participant”) under the Plan an Award of Restricted Stock Units, subject to all
of the terms and conditions in this Award Agreement and the Plan,
which is incorporated herein by reference.  Subject to Section 23(c)
of the Plan, in the event of a conflict between the terms and conditions of the
Plan and the terms and conditions of this Award Agreement, the terms and
conditions of the Plan will prevail.

     

    2.           Company’s Obligation to
Pay.  Each Restricted Stock Unit represents the right to
receive a Share on the date it vests.  Unless and until the Restricted
Stock Units will have vested in the manner set forth in Section 3,
Participant will have no right to payment of any such Restricted Stock
Units.  Prior to actual payment of any vested Restricted Stock Units,
such Restricted Stock Unit will represent an unsecured obligation of the
Company, payable (if at all) only from the general assets of the
Company.  Any Restricted Stock Units that vest in accordance with
Sections 3 or 4 will be paid to Participant (or in the event of Participant’s
death, to his or her estate) in whole Shares, subject to Participant satisfying
any applicable tax withholding obligations as set forth in Section
7.  Subject to the provisions of Section 4, such vested Restricted
Stock Units will be paid in Shares as soon as practicable after vesting, but in
each such case within the period ending no later than the fifteenth (15th) day of
the third (3rd) month
from the end of the Company’s tax year that includes the vesting
date.

     

    3.           Vesting
Schedule.  Except as provided in Section 4, and subject to
Section 5, the Restricted Stock Units awarded by this Award Agreement will vest
in accordance with the vesting provisions set forth in the Notice of
Grant.  Restricted Stock Units scheduled to vest on a
certain date or upon the occurrence of a certain condition will not vest in
Participant in accordance with any of the provisions of this Award Agreement, unless
Participant will have been continuously a Service Provider from the Date of
Grant until the date such vesting occurs.

     

    4.           Administrator
Discretion.  The Administrator, in its discretion, may
accelerate the vesting of the balance, or some lesser portion of the balance, of
the unvested Restricted Stock Units at any time, subject to the terms of the
Plan.  If so accelerated, such Restricted Stock Units will be
considered as having vested as of the date specified by the
Administrator.

     

    Notwithstanding
anything in the Plan or this Award Agreement to the contrary, if the vesting of
the balance, or some lesser portion of the balance, of the Restricted Stock
Units is accelerated in connection with Participant’s termination as a Service
Provider (provided that such termination is a “separation from service” within
the meaning of Section 409A, as determined by the Company), other than due to death, and if (x) Participant is a
“specified employee” within the meaning of Section 409A at the time of such
termination as a Service Provider and (y) the payment of such accelerated
Restricted Stock Units will result in the imposition of additional tax under
Section 409A if paid to Participant on or within the six (6) month period
following Participant’s termination as a Service Provider, then the payment of
such accelerated Restricted Stock Units will not be made until the date six (6)
months and one (1) day following the date of Participant’s termination as a
Service Provider, unless the Participant dies following his or her termination
as a Service Provider, in which case, the Restricted Stock Units will be paid in
Shares in accordance with Section 6 as soon as practicable following his or her
death.  It is the intent of this Award Agreement to comply with the
requirements of Section 409A so that none of the Restricted Stock Units provided
under this Award Agreement or Shares issuable thereunder will be subject to the
additional tax imposed under Section 409A, and any ambiguities herein will be
interpreted to so comply.  For purposes of this Award Agreement,
“Section 409A” means Section 409A of the Code, and any proposed, temporary or
final Treasury Regulations and Internal Revenue Service guidance thereunder, as
each may be amended from time to time.

     

    5.           Forfeiture upon Termination
of Status as a Service Provider.  Notwithstanding any contrary
provision of this Award Agreement, the balance of the Restricted Stock Units
that have not vested as of the time of Participant’s termination as a Service
Provider for any or no reason and Participant’s right to acquire any Shares
hereunder will immediately terminate.

     

    6.           Death of
Participant.  Any distribution or delivery to be made to
Participant under this Award Agreement will, if Participant is then deceased, be
made to Participant’s designated beneficiary, or if no beneficiary survives
Participant, the administrator or executor of Participant’s
estate.  Any such transferee must furnish the Company with
(a) written notice of his or her status as transferee, and
(b) evidence satisfactory to the Company to establish the validity of the
transfer and compliance with any laws or regulations pertaining to said
transfer.

     

    7.           Withholding of
Taxes.  Notwithstanding any contrary provision of this
Award Agreement, no
certificate representing the Shares will be issued to Participant, unless and
until satisfactory arrangements (as determined by the Administrator) will have
been made by Participant with respect to the payment of income, employment and
other taxes which the Company determines must be withheld with respect to such
Shares.  [The Administrator, in its sole discretion and pursuant to
such procedures as it may specify from time to time, may permit Participant to
satisfy such tax withholding obligation, in whole or in part (without
limitation) by (a) paying cash, (b) electing to have the Company
withhold otherwise deliverable Shares having a Fair Market Value equal to the
minimum amount required to be withheld, (c) delivering to the Company
already vested and owned Shares having a Fair Market Value equal to the amount
required to be withheld, or (d) selling a sufficient number of such Shares
otherwise deliverable to Participant through such means as the Company may
determine in its sole discretion (whether through a broker or otherwise) equal
to the amount required to be withheld.] To the extent determined
appropriate by the Company in its discretion, it will have the right (but not
the obligation) to satisfy any tax withholding obligations by reducing the
number of Shares otherwise deliverable to Participant.  If Participant
fails to make satisfactory arrangements for the payment of any required tax
withholding obligations hereunder at the time any applicable Restricted Stock
Units otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant
will permanently forfeit such Restricted Stock Units and any right to receive
Shares thereunder and the Restricted Stock Units will be returned to the Company
at no cost to the Company.

     

    8.           Rights as
Shareholder.  Neither Participant nor any person claiming under
or through Participant will have any of the rights or privileges of a
shareholder of the Company in respect of any Shares deliverable hereunder unless
and until certificates representing such Shares will have been issued, recorded
on the records of the Company or its transfer agents or registrars, and
delivered to Participant.  After such issuance, recordation and
delivery, Participant will have all the rights of a shareholder of the Company
with respect to voting such Shares and receipt of dividends and distributions on
such Shares.

     

    9.           No Guarantee of Continued
Service.  PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING
OF THE RESTRICTED STOCK UNITS PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED
ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE
PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT
OF BEING HIRED, BEING GRANTED THIS AWARD OF RESTRICTED STOCK UNITS OR ACQUIRING
SHARES HEREUNDER.  PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT
THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING
SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF
CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY
PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR
THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING
PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT
ANY TIME, WITH OR WITHOUT CAUSE.

     

    10.           Address for
Notices.  Any notice to be given to the Company under the terms
of this Award Agreement will be addressed to the Company, in care of its
Secretary at Bell Microproducts Inc., 1941 Ringwood Avenue, San Jose,
California, 95151, or at such other address as the Company may hereafter
designate in writing.

     

    11.           Grant is Not
Transferable.  Except to the limited extent provided in
Section 6, this grant and the rights and privileges conferred hereby will
not be transferred, assigned, pledged or hypothecated in any way (whether by
operation of law or otherwise) and will not be subject to sale under execution,
attachment or similar process.  Upon any attempt to transfer, assign,
pledge, hypothecate or otherwise dispose of this grant, or any right or
privilege conferred hereby, or upon any attempted sale under any execution,
attachment or similar process, this grant and the rights and privileges
conferred hereby immediately will become null and void.

     

    12.           Binding
Agreement.  Subject to the limitation on the transferability of
this grant contained herein, this Award Agreement will be binding
upon and inure to the benefit of the heirs, legatees, legal representatives,
successors and assigns of the parties hereto.

     

    13.           Additional Conditions to
Issuance of Stock.  If at any time the Company will determine,
in its discretion, that the listing, registration or qualification of the Shares
upon any securities exchange or under any state or federal law, or the consent
or approval of any governmental regulatory authority is necessary or desirable
as a condition to the issuance of Shares to Participant (or his or her estate),
such issuance will not occur unless and until such listing, registration,
qualification, consent or approval will have been effected or obtained free of
any conditions not acceptable to the Company.  Where the Company
determines that the delivery of the payment of any Shares will violate federal
securities laws or other applicable laws, the Company will defer delivery until
the earliest date at which the Company reasonably anticipates that the delivery
of Shares will no longer cause such violation.  The Company will make
all reasonable efforts to meet the requirements of any such state or federal law
or securities exchange and to obtain any such consent or approval of any such
governmental authority.

     

    14.           Plan
Governs.  This Award Agreement is subject to all terms and
provisions of the Plan.  In the event of a conflict between one or
more provisions of this Award Agreement and one or more provisions of the Plan,
the provisions of the Plan will govern.  Capitalized terms used and
not defined in this Award Agreement will have the meaning set forth in the
Plan.

     

    15.           Administrator
Authority.  The Administrator will have the power to interpret
the Plan and this Award Agreement and to adopt such rules for the
administration, interpretation and application of the Plan as are consistent
therewith and to interpret or revoke any such rules (including, but not limited
to, the determination of whether or not any Restricted Stock Units have
vested).  All actions taken and all interpretations and determinations
made by the Administrator in good faith will be final and binding upon
Participant, the Company and all other interested persons.  No member
of the Administrator will be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan or this Award Agreement.

     

    16.           Electronic
Delivery.  The Company may, in its sole discretion, decide to
deliver any documents related to Restricted Stock Units awarded under the Plan
or future Restricted Stock Units that may be awarded under the Plan by
electronic means or request Participant’s consent to participate in the Plan by
electronic means.  Participant hereby consents to receive such
documents by electronic delivery and agrees to participate in the Plan through
any on-line or electronic system established and maintained by the Company or
another third party designated by the Company.

     

    17.           Captions.  Captions
provided herein are for convenience only and are not to serve as a basis for
interpretation or construction of this Award Agreement.

     

    18.           Agreement
Severable.  In the event that any provision in this Award Agreement will be held
invalid or unenforceable, such provision will be severable from, and such
invalidity or unenforceability will not be construed to have any effect on, the
remaining provisions of this Award Agreement.

     

    19.           Modifications to the
Agreement.  This Award Agreement constitutes the
entire understanding of the parties on the subjects
covered.  Participant expressly warrants that he or she is not
accepting this Award Agreement in reliance on
any promises, representations, or inducements other than those contained
herein.  Modifications to this Award Agreement or the Plan can be made
only in an express written contract executed by a duly authorized officer of the
Company.  Notwithstanding anything to the contrary in the Plan or this
Award Agreement, the
Company reserves the right to revise this Award Agreement as it deems necessary
or advisable, in its sole discretion and without the consent of Participant, to
comply with Section 409A or to otherwise avoid imposition of any additional tax
or income recognition under Section 409A in connection to this Award of
Restricted Stock Units.

     

    20.           Amendment, Suspension or
Termination of the Plan.  By accepting this Award, Participant
expressly warrants that he or she has received an Award of Restricted Stock
Units under the Plan, and has received, read and understood a description of the
Plan.  Participant understands that the Plan is discretionary in
nature and may be amended, suspended or terminated by the Company at any
time.

     

    21.           Governing
Law.  This Award Agreement will be governed by the laws of the
State of California, without giving effect to the conflict of law principles
thereof.  For purposes of litigating any dispute that arises under
this Award of Restricted Stock Units or this Award Agreement, the parties hereby
submit to and consent to the jurisdiction of the State of California, and agree that such
litigation will be conducted in the courts of Santa Clara County,
California, or the
federal courts for the United States for the Northern District of California,
and no other courts, where this Award of Restricted Stock Units is made and/or
to be performed.