exv10w23







Exhibit 10.23




RESTRICTED STOCK UNIT AGREEMENT




BELL MICROPRODUCTS, INC.

1998 STOCK PLAN

(AS AMENDED AND RESTATED THROUGH APRIL 30, 2002)




     THIS AGREEMENT is made effective as of                                          by and
between Bell Microproducts, Inc. a California corporation (the “Company”), and                                          (the “Service Provider”).



     WITNESSETH:



     WHEREAS, Service Provider is, on the date hereof, a Service Provider of the Company, as such
term is defined in the Plan; and



     WHEREAS, the Company wishes to grant a Restricted Stock Unit Award to Service Provider which
will permit the Service Provider to acquire shares of the Company’s Common Stock pursuant to the
Company’s 1998 Stock Award Plan (the “Plan”); and



     WHEREAS, the Administrator of the Plan has authorized the grant of a Restricted Stock Unit
Award to Service Provider;



     NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained,
the parties hereto agree as follows:



     1. Notice of Grant of Restricted Stock Unit Award. The Company hereby grants to
Service Provider on the date set forth above (the “Date of Award”) a Restricted Stock Unit Award
(the “Award”) for                       (        ,         ) Restricted Stock Units
on the terms and conditions set forth herein, which shares are subject to adjustment pursuant to
Section 14(a) of the Plan. Service Provider shall not be entitled to vote any shares of stock
which may be acquired through the Restricted Stock Units, shall not receive any dividends
attributable to such shares, and shall not have any other rights as a shareholder with respect to
such shares until the risks of forfeiture described in Section 2 have lapsed.



     2. Vesting of Restricted Stock. Except as otherwise provided in Section 4, the
Restricted Stock Units subject to this Award shall remain forfeitable until the risks of forfeiture
lapse according to the following vesting schedule:



 









 





	 	 	 	 	 
	Vesting Date	 	Cumulative Percentage of Units Vested
	 
	First Anniversary of Date of Award
	 	 	25	%
	Second Anniversary of Date of Award
	 	 	50	%
	Third Anniversary of Date of Award
	 	 	75	%
	Fourth Anniversary of Date of Award
	 	 	100	%





If Service Provider’s employment or other service relationship with the Company or any Subsidiary
terminates at any time prior to a Vesting Date for any reason, including but not limited to Service
Provider’s voluntary resignation, death, disability or termination by the Company, Service Provider
shall immediately forfeit all Restricted Stock Units subject to this Award which have not yet
vested and for which the risks of forfeiture have not lapsed. As the risks of forfeiture on
Restricted Stock Units lapse, the Company shall cause to be issued one or more stock certificates
representing shares of Common Stock in Service Provider’s name and shall deliver such certificates
to the Service Provider in satisfaction of the Restricted Stock Units.




     3. General Provisions.



          a. Employment. This Agreement shall not confer on Service Provider any right with
respect to continuance of employment or other relationship with the Company or any Subsidiary, nor
will it interfere in any way with the right of the Company or any Subsidiary to terminate such
employment or relationship.




          b. Securities Law Compliance. Service Provider shall not transfer or otherwise
dispose of the shares of Stock received pursuant to this Award until such time as the Company shall
have determined that such transfer or other disposition will not violate any state or federal
securities or other laws. Service Provider may be required by the Company, as a condition of the
effectiveness of this Award, to agree in writing that all Stock received pursuant to this Award
shall be held, until such time that such Stock is registered and freely tradable under applicable
state and federal securities laws, for Service Provider’s own account without a view to any further
distribution thereof, that the certificates for such shares shall bear an appropriate legend to
that effect, and that such shares will not be transferred or disposed of except in compliance with
applicable state and federal securities laws.




          c. Mergers, Recapitalizations, Stock Splits, Etc. Pursuant and subject to Section 14
of the Plan, certain changes in the number or character of the shares of Stock of the Company
(through sale, merger, liquidation, recapitalization, stock split, stock dividend, or otherwise)
shall result in an adjustment, reduction, or enlargement, as appropriate, in the number of
Restricted Stock Units subject to this Award. Any additional Restricted Stock Units that are
credited pursuant to such adjustment shall be subject to the same restrictions as are applicable to
the Restricted Stock Units with respect to which the adjustment relates.




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          d. Shares Reserved. The Company shall at all times during the term of this Award
reserve and keep available such number of shares of Common Stock as will be sufficient to satisfy
the requirements of this Agreement.




          e. Withholding Taxes. In order to permit the Company to comply with all applicable
federal or state income tax laws or regulations, the Company may take such action as it deems
appropriate to insure that, if necessary, all applicable federal or state payroll, income or other
taxes are withheld from any amounts payable by the Company to Service Provider. If the Company is
unable to withhold such federal and state taxes, for whatever reason, Service Provider hereby
agrees to pay to the Company an amount equal to the amount the Company would otherwise be required
to withhold under federal or state law prior to the transfer of any certificates for the shares of
Stock in satisfaction of the Restricted Stock Units subject to this Award. Service Provider may,
subject to the approval and discretion of the Administrator, or such other administrative rules it
may deem advisable, elect to have all or a portion of such tax withholding obligations satisfied by
delivering shares of the Company’s Common Stock having a fair market value, as of the date the
amount of tax to be withheld is determined under applicable tax law, equal to such obligations.




          f. Scope of Agreement. The terms of the Plan and this Agreement shall bind and inure
to the benefit of the Company and its successors and assigns and of Service Provider and any
successor or successors of Service Provider.




          g. 1998 Stock Plan. The Restricted Stock Unit Award evidenced by this Agreement is
granted pursuant to the Plan, a copy of which Plan has been made available to Service Provider and
is hereby incorporated into this Agreement. This Agreement is subject to and in all respects
limited and conditioned as provided in the Plan. All defined terms of the Plan shall have the same
meaning when used in this Agreement. The Plan governs this Restricted Stock Award and, in the
event of any questions as to the construction of this Agreement or in the event of a conflict
between the Plan and this Agreement, the Plan shall govern, except as the Plan otherwise provides.




     4. Severability. In the event that any provision of this Agreement is held invalid by
a court of competent jurisdiction, the remaining provisions shall nonetheless be enforceable
according to their terms. Any provision held overbroad as written shall be deemed amended to
narrow its application to the extent necessary to make the provision enforceable under applicable
law, and shall be enforced as amended.



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     ACCORDINGLY, the parties hereto have caused this Agreement to be executed on the day and year
first above written.



	 	 	 	 	 
	 	BELL MICROPRODUCTS, INC.

 	 
	 	By:  	
 	 
	 	 	Title: Director, Human Resources 	 
	 	 	 	 
	 
	 	OPTIONEE:

 	 
	 	
 	 
	 	Signature 	 
	 
	 	
 	 
	 	Print Name 	 
	 




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