exv10w22






Exhibit 10.22




BELL MICROPRODUCTS INC.




1998 STOCK PLAN

(AS AMENDED THROUGH AUGUST 1, 2007)




     1. Purposes of the Plan. The purposes of this Stock Plan are:




	 	•	 	to attract and retain the best available personnel for positions of
substantial responsibility,
	 
	 	•	 	to provide additional incentive to Employees, Directors and
Consultants, and
	 
	 	•	 	to promote the success of the Company’s business.





     Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options,
as determined by the Administrator at the time of grant. Stock Purchase Rights may also be granted
under the Plan. The Plan also provides for automatic grants of Nonstatutory Stock Options to
Outside Directors.



     2. Definitions. As used herein, the following definitions shall apply:



          (a) “Administrator” means the Board or any of its Committees as shall be administering
the Plan, in accordance with Section 4 of the Plan.




          (b) “Applicable Laws” means the requirements relating to the administration of stock
option plans under U. S. state corporate laws, U.S. federal and state securities laws, the Code,
any stock exchange or quotation system on which the Common Stock is listed or quoted and the
applicable laws of any foreign country or jurisdiction where Options or Stock Purchase Rights are,
or will be, granted under the Plan.




          (c) “Board” means the Board of Directors of the Company.




          (d) “Code” means the Internal Revenue Code of 1986, as amended.




          (e) “Committee” means a committee of Directors appointed by the Board in accordance
with Section 4 of the Plan.




          (f) “Common Stock” means the common stock of the Company.




          (g) “Company” means Bell Microproducts Inc., a California corporation.




          (h) “Consultant” means any person, including an advisor, engaged by the Company or a
Parent or Subsidiary to render services to such entity.




          (i) “Director” means a member of the Board.




 









 








          (j) “Disability” means total and permanent disability as defined in Section 22(e)(3)
of the Code.




          (k) “Employee” means any person, including Officers and Directors, employed by the
Company or any Parent or Subsidiary of the Company. A Service Provider shall not cease to be an
Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between
locations of the Company or between the Company, its Parent, any Subsidiary, or any successor. For
purposes of Incentive Stock Options, no such leave may exceed ninety days, unless reemployment upon
expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of
a leave of absence approved by the Company is not so guaranteed, on the 181st day of such leave any
Incentive Stock Option held by the Optionee shall cease to be treated as an Incentive Stock Option
and shall be treated for tax purposes as a Nonstatutory Stock Option. Neither service as a
Director nor payment of a director’s fee by the Company shall be sufficient to constitute
“employment” by the Company.




          (l) “Exchange Act” means the Securities Exchange Act of 1934, as amended.




          (m) “Fair Market Value” means, as of any date, the value of Common Stock determined as
follows:




               (i) If the Common Stock is listed on any established stock exchange or a national market
system, including without limitation the Nasdaq Stock Market, its Fair Market Value shall be the
closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on
such exchange or system on the date of determination (or for the next market trading day after the
date of determination in the event that such date is not a market trading day), as reported in The
Wall Street Journal or such other source as the Administrator deems reliable;



               (ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling
prices are not reported, the Fair Market Value of a Share of Common Stock shall be the mean between
the high bid and low asked prices for the Common Stock on the date of determination (or for the
next market trading day after the date of determination in the event that such date is not a market
trading day), as reported in The Wall Street Journal or such other source as the Administrator
deems reliable; or



               (iii) In the absence of an established market for the Common Stock, the Fair Market Value
shall be determined in good faith by the Administrator.



          (n) “Incentive Stock Option” means an Option intended to qualify as an incentive stock
option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.




          (o) “Inside Director” means a Director who is an Employee.




          (p) “Nonstatutory Stock Option” means an Option not intended to qualify as an
Incentive Stock Option.




- 2 -









 





          (q) “Notice of Grant” means a written or electronic notice evidencing certain terms
and conditions of an individual Option or Stock Purchase Right grant. The Notice of Grant is part
of the Option Agreement.




          (r) “Officer” means a person who is an officer of the Company within the meaning of
Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.




          (s) “Option” means a stock option granted pursuant to the Plan.




          (t) “Option Agreement” means an agreement between the Company and an Optionee
evidencing the terms and conditions of an individual Option grant. The Option Agreement is subject
to the terms and conditions of the Plan.




          (u) “Option Exchange Program” means a program whereby outstanding Options are
surrendered in exchange for Options with a lower exercise price.




          (v) “Optioned Stock” means the Common Stock subject to an Option or Stock Purchase
Right.




          (w) “Optionee” means the holder of an outstanding Option or Stock Purchase Right
granted under the Plan.




          (x) “Outside Director” means a Director who is not an Employee.




          (y) “Parent” means a “parent corporation,” whether now or hereafter existing, as
defined in Section 424(e) of the Code.




          (z) “Plan” means this 1998 Stock Plan.




          (aa) “Restricted Stock” means shares of Common Stock awarded or acquired pursuant to a
grant of Stock Purchase Rights under Section 11 of the Plan.




          (bb) “Restricted Stock Purchase Agreement” means a written agreement between the
Company and the Optionee evidencing the terms and restrictions applying to Common Stock purchased
or awarded under a Stock Purchase Right. The Restricted Stock Agreement is subject to the terms
and conditions of the Plan and the Notice of Grant.




          (cc) “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3,
as in effect when discretion is being exercised with respect to the Plan.




          (dd) “Section 16(b)” means Section 16(b) of the Exchange Act.




          (ee) “Service Provider” means an Employee, Director or Consultant.




          (ff) “Share” means a share of the Common Stock, as adjusted in accordance with Section
13 of the Plan.




- 3 -









 








          (gg) “Stock Purchase Right” means the right to purchase or an award of Restricted
Stock or the right to acquire shares of Common Stock through Restricted Stock Units granted
pursuant to Section 11 of the Plan, as evidenced by a Notice of Grant.




          (hh) “Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing,
as defined in Section 424(f) of the Code.




          (ii) “Restricted Stock Unit” means the right to receive a share of Common Stock
awarded or acquired pursuant to a grant of Stock Purchase Rights under Section 11 of the Plan.




          (jj) “Restricted Stock Unit Agreement” means a written agreement between the Company
and the Service Provider evidencing the terms and restrictions applying to Common Stock which may
be acquired through the grant of Restricted Stock Units. The Restricted Stock Unit Agreement is
subject to the terms and conditions of the Plan and the Notice of Grant.




     3. Stock Subject to the Plan. Subject to the provisions of Section 14 of the Plan,
the maximum aggregate number of Shares which may be optioned and sold under the Plan is 1,075,008
Shares, plus an annual increase to be added on the first day of the Company’s fiscal year beginning
January 1, 1999, equal to the lesser of (i) 600,000 Shares, (ii) 4% of the outstanding Shares on
such date or (iii) a lesser amount determined by the Board. The Shares may be authorized, but
unissued, or reacquired Common Stock.



          If an Option or Stock Purchase Right expires or becomes unexercisable without having been
exercised in full, or is surrendered pursuant to an Option Exchange Program, the unpurchased Shares
which were subject thereto shall become available for future grant or sale under the Plan (unless
the Plan has terminated); provided, however, that Shares that have actually been issued
under the Plan, whether upon exercise of an Option or Right, shall not be returned to the Plan and
shall not become available for future distribution under the Plan, except that if Shares of
Restricted Stock are repurchased by the Company at their original purchase price, such Shares shall
become available for future grant under the Plan.




     4. Administration of the Plan.



          (a) Procedure.




               (i) Multiple Administrative Bodies. The Plan may be administered by different
Committees with respect to different groups of Service Providers.



               (ii) Section 162(m). To the extent that the Administrator determines it to be
desirable to qualify Options or Restricted Stock Units granted hereunder as “performance-based
compensation” within the meaning of Section 162(m) of the Code, the Plan shall be administered by a
Committee of two or more “outside directors” within the meaning of Section 162(m) of the Code.



               (iii) Rule 16b-3. To the extent desirable to qualify transactions hereunder as exempt
under Rule 16b-3, the transactions contemplated hereunder shall be structured to satisfy the
requirements for exemption under Rule 16b-3.



- 4 -









 





               (iv) Grants to Outside Directors. Except as otherwise determined by the
Administrator, all grants of Options to Outside Directors shall be made pursuant to the terms and
conditions of Section 12 of the Plan.



               (v) Other Administration. Other than as provided above, the Plan shall be
administered by (A) the Board or (B) a Committee, which committee shall be constituted to satisfy
Applicable Laws.



          (b) Powers of the Administrator. Subject to the provisions of the Plan, and in the
case of a Committee, subject to the specific duties delegated by the Board to such Committee, the
Administrator shall have the authority, in its discretion:




               (i) to determine the Fair Market Value;



               (ii) to select the Service Providers to whom Options and Stock Purchase Rights may be granted
hereunder;



               (iii) to determine the number of shares of Common Stock to be covered by each Option and Stock
Purchase Right granted hereunder;



               (iv) to approve forms of agreement for use under the Plan;



               (v) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any
Option or Stock Purchase Right granted hereunder. Such terms and conditions include, but are not
limited to, the exercise price, the time or times when Options or Stock Purchase Rights may be
exercised (which may be based on performance criteria), any vesting acceleration or waiver of
forfeiture restrictions, and any restriction or limitation regarding any Option or Stock Purchase
Right or the shares of Common Stock relating thereto, based in each case on such factors as the
Administrator, in its sole discretion, shall determine;



               (vi) to reduce the exercise price of any Option or Stock Purchase Right to the then current
Fair Market Value if the Fair Market Value of the Common Stock covered by such Option or Stock
Purchase Right shall have declined since the date the Option or Stock Purchase Right was granted;



               (vii) to institute an Option Exchange Program;



               (viii) to construe and interpret the terms of the Plan and awards granted pursuant to the
Plan;



               (ix) to prescribe, amend and rescind rules and regulations relating to the Plan, including
rules and regulations relating to sub-plans established for the purpose of qualifying for preferred
tax treatment under foreign tax laws;



               (x) to modify or amend each Option or Stock Purchase Right (subject to Section 16(c) of the
Plan), including the discretionary authority to extend the post-termination exercisability period
of Options longer than is otherwise provided for in the Plan;



- 5 -









 





               (xi) to withhold and deduct from future wages of the Service Provider all legally required
amounts necessary to satisfy any and all withholding and employment-related taxes attributable to
the Service Provider’s exercise of an Option or to the Stock Purchase Right. In the event the
Service Provider is required under the Option Agreement,Restricted Stock Agreement or Restricted
Stock Unit Agreement to pay the Company, or make arrangements satisfactory to the Company
respecting payment of, such withholding and employment-related taxes, the Administrator may, in its
discretion and pursuant to such rules as it may adopt, permit the Service Provider to satisfy such
obligations, in whole or in part, by electing to have the Company withhold shares of Common Stock
otherwise issuable to the Service Provider, having a Fair Market Value equal to the minimum
required tax withholding based on the minimum statutory withholding rates for federal and state tax
purposes, including payroll taxes, that are applicable to the supplemental income resulting from
the exercise of the Option or from the Stock Purchase Right. In no event may the Company withhold
shares having a Fair Market Value in excess of such statutory minimum required tax withholding.
The Service Provider’s election to have shares withheld for this purpose shall be made on or before
the date the date that the amount of tax to be withheld is determined under applicable tax law.
Such election shall be approved by the Administrator and otherwise comply with such rules as the
Administrator may adopt to assure compliance with Rule 16b-3, or any successor provision, as then
in effect, of the General Rules and Regulations under the Securities Exchange Act of 1934.



               (xii) to authorize any person to execute on behalf of the Company any instrument required to
effect the grant of an Option or Stock Purchase Right previously granted by the Administrator;



               (xiii) to make all other determinations deemed necessary or advisable for administering the
Plan.



          (c) Effect of Administrator’s Decision. The Administrator’s decisions, determinations
and interpretations shall be final and binding on all Optionees and any other holders of Options or
Stock Purchase Rights.




     5. Eligibility. Nonstatutory Stock Options and Stock Purchase Rights may be granted
to Service Providers. Incentive Stock Options may be granted only to Employees.



     6. Limitations.



          (a) Each Option shall be designated in the Option Agreement as either an Incentive Stock
Option or a Nonstatutory Stock Option. However, notwithstanding such designation, to the extent
that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options
are exercisable for the first time by the Optionee during any calendar year (under all plans of the
Company and any Parent or Subsidiary) exceeds $100,000, such Options shall be treated as
Nonstatutory Stock Options. For purposes of this Section 6(a), Incentive Stock Options shall be
taken into account in the order in which they were granted. The Fair Market Value of the Shares
shall be determined as of the time the Option with respect to such Shares is granted.




          (b) Neither the Plan nor any Option or Stock Purchase Right shall confer upon an Optionee any
right with respect to continuing the Optionee’s relationship as a Service Provider with




- 6 -









 




the Company, nor shall they interfere in any way with the Optionee’s right or the Company’s
right to terminate such relationship at any time, with or without cause.




          (c) The following limitations shall apply to grants of Options:




               (i) No Service Provider shall be granted, in any fiscal year of the Company, Options to
purchase more than 300,000 Shares.



               (ii) In connection with his or her initial service, a Service Provider may be granted Options
to purchase up to an additional 300,000 Shares which shall not count against the limit set forth in
subsection (i) above.



               (iii) The foregoing limitations shall be adjusted proportionately in connection with any
change in the Company’s capitalization as described in Section 14.



               (iv) If an Option is cancelled in the same fiscal year of the Company in which it was granted
(other than in connection with a transaction described in Section 14), the cancelled Option will be
counted against the limits set forth in subsections (i) and (ii) above. For this purpose, if the
exercise price of an Option is reduced, the transaction will be treated as a cancellation of the
Option and the grant of a new Option.



     7. Term of Plan. Subject to Section 20 of the Plan, the Plan shall become effective
upon its adoption by the Board. It shall continue in effect for a term of ten (10) years unless
terminated earlier under Section 16 of the Plan.



     8. Term of Option. The term of each Option shall be stated in the Option Agreement.
In the case of an Incentive Stock Option, the term shall be ten (10) years from the date of grant
or such shorter term as may be provided in the Option Agreement. Moreover, in the case of an
Incentive Stock Option granted to an Optionee who, at the time the Incentive Stock Option is
granted, owns stock representing more than ten percent (10%) of the total combined voting power of
all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock
Option shall be five (5) years from the date of grant or such shorter term as may be provided in
the Option Agreement.



     9. Option Exercise Price and Consideration.



          (a) Exercise Price. The per share exercise price for the Shares to be issued pursuant
to exercise of an Option shall be determined by the Administrator, subject to the following:




               (i) In the case of an Incentive Stock Option



                    (A) granted to an Employee who, at the time the Incentive Stock Option is granted, owns stock
representing more than ten percent (10%) of the voting power of all classes of stock of the Company
or any Parent or Subsidiary, the per Share exercise price shall be no less than 110% of the Fair
Market Value per Share on the date of grant.



- 7 -









 





                    (B) granted to any Employee other than an Employee described in paragraph (A) immediately
above, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share
on the date of grant.



               (ii) In the case of a Nonstatutory Stock Option, the per Share exercise price shall be
determined by the Administrator. In the case of a Nonstatutory Stock Option intended to qualify as
“performance-based compensation” within the meaning of Section 162(m) of the Code, the per Share
exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant.



               (iii) Notwithstanding the foregoing, Options may be granted with a per Share exercise price of
less than 100% of the Fair Market Value per Share on the date of grant pursuant to a merger or
other corporate transaction.



          (b) Waiting Period and Exercise Dates. At the time an Option is granted, the
Administrator shall fix the period within which the Option may be exercised and shall determine any
conditions which must be satisfied before the Option may be exercised.




          (c) Form of Consideration. The Administrator shall determine the acceptable form of
consideration for exercising an Option, including the method of payment. In the case of an
Incentive Stock Option, the Administrator shall determine the acceptable form of consideration at
the time of grant. Such consideration may consist entirely of:




               (i) cash;



               (ii) check;



               (iii) other Shares which (A) in the case of Shares acquired upon exercise of an option, have
been owned by the Optionee for more than six months on the date of surrender, and (B) have a Fair
Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to
which said Option shall be exercised;



               (iv) consideration received by the Company under a cashless exercise program implemented by
the Company in connection with the Plan;



               (v) a reduction in the amount of any Company liability to the Optionee, including any
liability attributable to the Optionee’s participation in any Company-sponsored deferred
compensation program or arrangement;



               (vi) any combination of the foregoing methods of payment; or



               (vii) such other consideration and method of payment for the issuance of Shares to the extent
permitted by Applicable Laws.



     10. Exercise of Option.



- 8 -









 





          (a) Procedure for Exercise; Rights as a Shareholder. Any Option granted hereunder
shall be exercisable according to the terms of the Plan and at such times and under such conditions
as determined by the Administrator and set forth in the Option Agreement. Unless the Administrator
provides otherwise, vesting of Options granted hereunder shall be tolled during any unpaid leave of
absence. An Option may not be exercised for a fraction of a Share.




               An Option shall be deemed exercised when the Company receives: (i) written or electronic
notice of exercise (in accordance with the Option Agreement) from the person entitled to exercise
the Option, and (ii) full payment for the Shares with respect to which the Option is exercised.
Full payment may consist of any consideration and method of payment authorized by the Administrator
and permitted by the Option Agreement and the Plan. Shares issued upon exercise of an Option shall
be issued in the name of the Optionee or, if requested by the Optionee, in the name of the Optionee
and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer agent of the Company), no right to vote or
receive dividends or any other rights as a shareholder shall exist with respect to the Optioned
Stock, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued)
such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or
other right for which the record date is prior to the date the Shares are issued, except as
provided in Section 14 of the Plan.



               Exercising an Option in any manner shall decrease the number of Shares thereafter available,
both for purposes of the Plan and for sale under the Option, by the number of Shares as to which
the Option is exercised.



          (b) Termination of Relationship as a Service Provider. If an Optionee ceases to be a
Service Provider, other than upon the Optionee’s death or Disability, the Optionee may exercise his
or her Option within such period of time as is specified in the Option Agreement to the extent that
the Option is vested on the date of termination (but in no event later than the expiration of the
term of such Option as set forth in the Option Agreement). In the absence of a specified time in
the Option Agreement, the Option shall remain exercisable for three (3) months following the
Optionee’s termination. If, on the date of termination, the Optionee is not vested as to his or
her entire Option, the Shares covered by the unvested portion of the Option shall revert to the
Plan. If, after termination, the Optionee does not exercise his or her Option within the time
specified by the Administrator, the Option shall terminate, and the Shares covered by such Option
shall revert to the Plan.




          (c) Disability of Optionee. If an Optionee ceases to be a Service Provider as a
result of the Optionee’s Disability, the Optionee may exercise his or her Option within such period
of time as is specified in the Option Agreement to the extent the Option is vested on the date of
termination (but in no event later than the expiration of the term of such Option as set forth in
the Option Agreement). In the absence of a specified time in the Option Agreement, the Option
shall remain exercisable for twelve (12) months following the Optionee’s termination. If, on the
date of termination, the Optionee is not vested as to his or her entire Option, the Shares covered
by the unvested portion of the Option shall revert to the Plan. If, after termination, the
Optionee does not exercise his or her Option within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.




- 9 -









 








          (d) Death of Optionee. If an Optionee dies while a Service Provider, the Option may
be exercised within such period of time as is specified in the Option Agreement (but in no event
later than the expiration of the term of such Option as set forth in the Notice of Grant), by the
Optionee’s estate or by a person who acquires the right to exercise the Option by bequest or
inheritance, but only to the extent that the Option is vested on the date of death. In the absence
of a specified time in the Option Agreement, the Option shall remain exercisable for twelve (12)
months following the Optionee’s termination. If, at the time of death, the Optionee is not vested
as to his or her entire Option, the Shares covered by the unvested portion of the Option shall
immediately revert to the Plan. The Option may be exercised by the executor or administrator of
the Optionee’s estate or, if none, by the person(s) entitled to exercise the Option under the
Optionee’s will or the laws of descent or distribution. If the Option is not so exercised within
the time specified herein, the Option shall terminate, and the Shares covered by such Option shall
revert to the Plan.




          (e) Buyout Provisions. The Administrator may at any time offer to buy out for a
payment in cash or Shares an Option previously granted based on such terms and conditions as the
Administrator shall establish and communicate to the Optionee at the time that such offer is made.




     11. Stock Purchase Rights. Stock Purchase Rights may be issued either alone, in
addition to, or in tandem with other awards granted under the Plan and/or cash awards made outside
of the Plan.



          (a) Stock Purchase. After the Administrator determines that it will offer Stock
Purchase Rights under the Plan, it shall advise the offeree in writing or electronically, by means
of a Notice of Grant, of the terms, conditions and restrictions related to the offer, including the
number of Shares that the offeree shall be entitled to purchase, the price to be paid, and the time
within which the offeree must accept such offer.




               (i) The offer shall be accepted by execution of a Restricted Stock Agreement in the form
determined by the Administrator.



               (ii) Unless the Administrator determines otherwise, the Restricted Stock Agreement shall grant
the Company a repurchase option exercisable upon the voluntary or involuntary termination of the
purchaser’s services with the Company for any reason (including death or Disability). The purchase
price for Shares repurchased pursuant to the Restricted Stock Agreement shall be the original
purchase price paid by the purchaser and may be paid by cancellation of any indebtedness of the
purchaser to the Company. The repurchase option shall lapse at a rate determined by the
Administrator.



               (iii) Once the Stock Purchase Right is exercised, the purchaser shall have the rights
equivalent to those of a shareholder, and shall be a shareholder when his or her purchase is
entered upon the records of the duly authorized transfer agent of the Company. No adjustment will
be made for a dividend or other right for which the record date is prior to the date the Stock
Purchase Right is exercised, except as provided in Section 14 of the Plan.



- 10 -









 





          (b) Stock Awards. The Administrator shall determine those Service Providers who shall
be eligible for an award of Restricted Stock. Each award of Restricted Stock shall be evidenced by
a Restricted Stock Agreement, which shall be in such form as may be approved from time to time by
the Administrator and may vary among Service Providers.




               (i) The Restricted Stock Agreement shall state the total number of shares of Stock covered by
the award of Restricted Stock, shall set forth the risks of forfeiture, if any, which shall apply
to the shares of Restricted Stock covered by the award, and shall specify the manner in which such
risks of forfeiture shall lapse. The Administrator may, in its sole discretion, modify the manner
in which such risks of forfeiture shall lapse but only with respect to those shares of Restricted
Stock which are restricted as of the effective date of the modification.



               (ii) The Administrator shall enter the award of Restricted Stock upon the records of the duly
authorized transfer agent of the Company, shall cause to be issued one or more stock certificates
representing such shares of Restricted Stock in the Service Provider’s name, and shall hold each
such certificate until such time as the risk of forfeiture and other transfer restrictions set
forth in the Service Provider’s Restricted Stock Agreement have lapsed with respect to the shares
represented by the certificate.



               (iii) Until the risks of forfeiture have lapsed or the shares of Restricted Stock have been
forfeited, the Service Provider shall be entitled to vote the shares of Restricted Stock
represented by such stock certificates and shall receive all dividends attributable to such shares,
but the Service Provider shall not have any other rights as a shareholder with respect to such
shares.



          (c) Other Provisions. The Restricted Stock Agreement authorized under this Section 11
shall contain such other terms, provisions and conditions not inconsistent with the Plan as may be
determined by the Administrator in its sole discretion.




          (d) Restricted Stock Units. The Administrator shall determine those Service Providers
who shall be eligible for an award of Restricted Stock Units. Each award of Restricted Stock Units
shall be evidenced by a Restricted Stock Unit Agreement, which shall be in such form as may be
approved from time to time by the Administrator and may vary among Service Providers.




               (i) The Restricted Stock Unit Agreement shall state the total number of Restricted Stock
Units, shall set forth the risks of forfeiture, if any, which shall apply to the Restricted Stock
Units covered by the award, and shall specify the manner in which such risks of forfeiture shall
lapse. Either the award of the Restricted Stock Units or the manner in which the risks of
forfeiture lapse may be based on the achievement of performance targets established in writing by
the Administrator. Such performance targets shall consist of one or any combination of two or more
of the following corporate performance criteria: operating profit, pre-tax profit, net income,
earnings per share, return on invested capital and return on working capital. The Administrator
may, in its sole discretion, modify the manner in which such risks of forfeiture shall lapse but
only with respect to those Restricted Stock Units which are restricted as of the effective date of
the modification. No Service Provider shall be granted Restricted Stock Units for more than
300,000 Shares in any fiscal year of the Company.



- 11 -









 





               (ii) As the risks
 of forfeiture on Restricted Stock Units lapse, the Administrator shall cause
to be issued one or more stock certificates in the Service Provider’s name and shall deliver such
certificates to the Service Provider in satisfaction of such Restricted Stock Units.



               (iii) Until the risks of forfeiture on the Restricted Stock Units have lapsed, the 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.



               (iv) Other Provisions. The Restricted Stock Unit Agreement authorized under this
Section 11(d) shall contain such other terms, provisions and conditions not inconsistent with the
Plan as may be determined by the Administrator in its sole discretion.



     12. Automatic Option Grants to Outside Directors. All grants of Options to Outside
Directors pursuant to this Section shall be automatic and nondiscretionary and shall be made
strictly in accordance with the following provisions:



          (a) All Options granted pursuant to this Section shall be Nonstatutory Stock Options and,
except as otherwise provided herein, shall be subject to the other terms and conditions of the
Plan.




          (b) No person shall have any discretion to select which Outside Directors shall be granted
Options under this Section or to determine the number of Shares to be covered by such Options.




          (c) Each person who first becomes an Outside Director following the effective date of this
Plan, as determined in accordance with Section 7 hereof, shall be automatically granted an Option
to purchase 22,500 Shares (the “First Option”) on the date on which such person first becomes an
Outside Director, whether through election by the shareholders of the Company or appointment by the
Board to fill a vacancy; provided, however, that an Inside Director who ceases to be an Inside
Director but who remains a Director shall not receive a First Option.




          (d) Each Outside Director shall be automatically granted, subject to such Outside Director’s
right to decline such grant in his/her discretion, an Option to purchase 10,000 Shares (a
“Subsequent Option”) on the date of the Company’s annual meeting of the shareholders each year;
provided, such Outside Director continues to serve as a Director on such dates and, if as
of such date, he or she shall have served on the Board for at least the preceding six (6) months.




          (e) Notwithstanding the provisions of subsections (c) and (d) hereof, any exercise of an
Option granted before the Company has obtained shareholder approval of the Plan in accordance with
Section 20 hereof shall be conditioned upon obtaining such shareholder approval of the Plan in
accordance with Section 20 hereof.





- 12 -









 








          (f) The terms of each Option granted pursuant to this Section shall be as follows:




               (i) the term of the Option shall be ten (10) years; provided, however, that prior to the grant
date of the automatic option the Administrator, at its discretion, can change the term to a term
that is less than ten years.



               (ii) the Option shall be exercisable only while the Outside Director remains a Director of the
Company, except as set forth in Section 10 hereof.



               (iii) the exercise price per Share shall be 100% of the Fair Market Value per Share on the
date of grant of the Option.



               (iv) effective August 5, 1999, the First Option shall be exercisable as to 100% of the Shares
subject to the First Option on the date of grant.



               (v) effective August 5, 1999, each Subsequent Option shall be exercisable as to 100% of the
Shares subject to the Subsequent Option on the date of grant.



     13. Non-Transferability of Options and Stock Purchase Rights. Unless determined
otherwise by the Administrator, an Option or Stock Purchase Right may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws
of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the
Optionee. If the Administrator makes an Option or Stock Purchase Right transferable, such Option
or Stock Purchase Right shall contain such additional terms and conditions as the Administrator
deems appropriate.



     14. Adjustments Upon Changes in Capitalization, Dissolution, Merger or Asset
Sale.



          (a) Changes in Capitalization. Subject to any required action by the shareholders of
the Company, the number of shares of Common Stock covered by each outstanding Option and Stock
Purchase Right, and the number of shares of Common Stock which have been authorized for issuance
under the Plan but as to which no Options or Stock Purchase Rights have yet been granted or which
have been returned to the Plan upon cancellation or expiration of an Option or Stock Purchase
Right, as well as the price per share of Common Stock covered by each such outstanding Option or
Stock Purchase Right, shall be proportionately adjusted for any increase or decrease in the number
of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or decrease in the
number of issued shares of Common Stock effected without receipt of consideration by the Company;
provided, however, that conversion of any convertible securities of the Company shall not be deemed
to have been “effected without receipt of consideration.” Such adjustment shall be made by the
Board, whose determination in that respect shall be final, binding and conclusive. Except as
expressly provided herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of shares of Common Stock subject to an
Option or Stock Purchase Right.





- 13 -









 








          (b) Dissolution or Liquidation. In the event of the proposed dissolution or
liquidation of the Company, the Administrator shall notify each Optionee as soon as practicable
prior to the effective date of such proposed transaction. The Administrator in its discretion may
provide for an Optionee to have the right to exercise his or her Option until ten (10) days
prior to such transaction as to all of the Optioned Stock covered thereby, including Shares as to
which the Option would not otherwise be exercisable. In addition, the Administrator may provide
that any Company repurchase option applicable to any Shares purchased upon exercise of an Option or
Stock Purchase Right or any risks of forfeiture on an award of Restricted Stock granted pursuant to
Section 11(b) or an award of Restricted Stock Units granted pursuant to Section 11(d) shall lapse
as to all such Shares, provided the proposed dissolution or liquidation takes place at the time and
in the manner contemplated. To the extent it has not been previously exercised, an Option or Stock
Purchase Right will terminate immediately prior to the consummation of such proposed action.




          (c) Merger or Asset Sale. In the event of a merger of the Company with or into
another corporation, or the sale of substantially all of the assets of the Company, each
outstanding Option and Stock Purchase Right shall be assumed or an equivalent option or right
substituted by the successor corporation or a Parent or Subsidiary of the successor corporation.
In the event that the successor corporation refuses to assume or substitute for the Option or Stock
Purchase Right, the Optionee shall fully vest in and have the right to exercise the Option or Stock
Purchase Right as to all of the Optioned Stock, including Shares as to which it would not otherwise
be vested or exercisable, and all risks of forfeiture on awards of Restricted Stock granted
pursuant to Section 11(b) and Restricted Stock Units granted pursuant to Section 11(d) shall lapse.
If an Option or Stock Purchase Right becomes fully vested and exercisable in lieu of assumption or
substitution in the event of a merger or sale of assets, the Administrator shall notify the
Optionee in writing or electronically that the Option or Stock Purchase Right shall be fully
vested. Except with respect to awards of Restricted Stock granted pursuant to Section 11(b) and
Restricted Stock Units granted pursuant to Section 11(d), such Option or Stock Purchase Right shall
remain exercisable for a period of fifteen (15) days from the date of such notice but shall
terminate upon the expiration of such period. For the purposes of this paragraph, the Option or
Stock Purchase Right shall be considered assumed if, following the merger or sale of assets, the
option or right confers the right to purchase or receive, for each Share of Optioned Stock subject
to the Option or Stock Purchase Right immediately prior to the merger or sale of assets, the
consideration (whether stock, cash, or other securities or property) received in the merger or sale
of assets by holders of Common Stock for each Share held on the effective date of the transaction
(and if holders were offered a choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding Shares); provided, however, that if such consideration
received in the merger or sale of assets is not solely common stock of the successor corporation or
its Parent, the Administrator may, with the consent of the successor corporation, provide for the
consideration to be received upon the exercise of the Option or Stock Purchase Right, for each
Share of Optioned Stock subject to the Option or Stock Purchase Right, to be solely common stock of
the successor corporation or its Parent equal in fair market value to the per share consideration
received by holders of Common Stock in the merger or sale of assets.




     15. Date of Grant. The date of grant of an Option or Stock Purchase Right shall be,
for all purposes, the date on which the Administrator makes the determination granting such Option
or Stock Purchase Right, or such other later date as is determined by the Administrator. Notice of
the determination shall be provided to each Optionee within a reasonable time after the date of
such grant.



- 14 -









 





     16. Amendment and Termination of the Plan.



          (a) Amendment and Termination. The Board may at any time amend, alter, suspend or
terminate the Plan.




          (b) Shareholder Approval. The Company shall obtain shareholder approval of any Plan
amendment to the extent necessary and desirable to comply with Applicable Laws.




          (c) Effect of Amendment or Termination. No amendment, alteration, suspension or
termination of the Plan shall impair the rights of any Optionee, unless mutually agreed otherwise
between the Optionee and the Administrator, which agreement must be in writing and signed by the
Optionee and the Company. Termination of the Plan shall not affect the Administrator’s ability to
exercise the powers granted to it hereunder with respect to Options granted under the Plan prior to
the date of such termination.




     17. Conditions Upon Issuance of Shares.



          (a) Legal Compliance. Shares shall not be issued pursuant to the exercise of an
Option or Stock Purchase Right unless the exercise of such Option or Stock Purchase Right and the
issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject
to the approval of counsel for the Company with respect to such compliance.




          (b) Investment Representations. As a condition to the exercise of an Option or Stock
Purchase Right, the Company may require the person exercising such Option or Stock Purchase Right
to represent and warrant at the time of any such exercise that the Shares are being purchased only
for investment and without any present intention to sell or distribute such Shares if, in the
opinion of counsel for the Company, such a representation is required.




     18. Inability to Obtain Authority. The inability of the Company to obtain authority
from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to
be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of
any liability in respect of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.



     19. Reservation of Shares. The Company, during the term of this Plan, will at all
times reserve and keep available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan.



     20. Shareholder Approval. The Plan shall be subject to approval by the shareholders
of the Company within twelve (12) months after the date the Plan is adopted. Such shareholder
approval shall be obtained in the manner and to the degree required under Applicable Laws.




- 15 -









 








BELL MICROPRODUCTS INC.




1998 STOCK PLAN




STOCK OPTION AGREEMENT




     Unless otherwise defined herein, the terms defined in the Plan shall have the same defined
meanings in this Option Agreement.



I. NOTICE OF STOCK OPTION GRANT




Name




     You have been granted an option to purchase Common Stock of the Company, subject to the terms
and conditions of the Plan and this Option Agreement, as follows:



	 	 	 	 	 
	 

	 	Grant Number
	 	                                                            
	 
	 	 	 	 
	 

	 	Date of Grant
	 	                                                            
	 
	 	 	 	 
	 

	 	Vesting Commencement Date
	 	                                                            
	 
	 	 	 	 
	 

	 	Exercise Price per Share
	 	$                                                            
	 
	 	 	 	 
	 

	 	Total Number of Shares Granted
	 	                                                            
	 
	 	 	 	 
	 

	 	Total Exercise Price
	 	$                                                            
	 
	 	 	 	 
	 

	 	Type of Option:
	 	___     Incentive Stock Option
	 
	 	 	 	 
	 

	 	 	 	___     Nonstatutory Stock Option
	 
	 	 	 	 
	 

	 	Term/Expiration Date:
	 	                                                            






   Vesting Schedule:



     This Option may be exercised, in whole or in part, in accordance with the following schedule:



     [25% of the Shares subject to the Option shall vest on the first four annual anniversaries of the
Date of Grant,
subject to the Optionee continuing to be a Service Provider on such dates].



- 1 -









 





     Termination Period:



     This Option may be exercised for thirty (30) days after Optionee ceases to be a Service
Provider. Upon the death or Disability of the Optionee, this Option may be exercised for one year
after Optionee ceases to be a Service Provider. In no event shall this Option be exercised later
than the Term/Expiration Date as provided above.



II. AGREEMENT




     1 Grant of Option. The Plan Administrator of the Company hereby grants to the
Optionee named in the Notice of Grant attached as Part I of this Agreement (the “Optionee”) an
option (the “Option”) to purchase the number of Shares, as set forth in the Notice of Grant, at the
exercise price per share set forth in the Notice of Grant (the “Exercise Price”), subject to the
terms and conditions of the Plan, which is incorporated herein by reference. Subject to Section
16(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 Option Agreement, the terms and conditions of the Plan shall prevail.



          If designated in the Notice of Grant as an Incentive Stock Option (“ISO”), this Option is
intended to qualify as an Incentive Stock Option under Section 422 of the Code. However, if this
Option is intended to be an Incentive Stock Option, to the extent that it exceeds the $100,000 rule
of Code Section 422(d) it shall be treated as a Nonstatutory Stock Option (“NSO”).




     2 Exercise of Option.



          (a) Right to Exercise. This Option is exercisable during its term in accordance with
the Vesting Schedule set out in the Notice of Grant and the applicable provisions of the Plan and
this Option Agreement.




          (b) Method of Exercise. This Option is exercisable by delivery of an exercise notice,
in the form attached as Exhibit A (the “Exercise Notice”), which shall state the election to
exercise the Option, the number of Shares in respect of which the Option is being exercised (the
“Exercised Shares”), and such other representations and agreements as may be required by the
Company pursuant to the provisions of the Plan. The Exercise Notice shall be completed by the
Optionee and delivered to the Secretary of the Company. The Exercise Notice shall be accompanied
by payment of the aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed
to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by
such aggregate Exercise Price.




          No Shares shall be issued pursuant to the exercise of this Option unless such issuance and
exercise complies with Applicable Laws. Assuming such compliance, for income tax purposes the
Exercised Shares shall be considered transferred to the Optionee on the date the Option is
exercised with respect to such Exercised Shares.




- 2 -









 





     3 Method of Payment. Payment of the aggregate Exercise Price shall be by any of the
following, or a combination thereof, at the election of the Optionee:



          (a) cash; or




          (b) check; or




          (c) consideration received by the Company under a cashless exercise program implemented by the
Company in connection with the Plan; or




          (d) surrender of other Shares which (i) in the case of Shares acquired upon exercise of an
option, have been owned by the Optionee for more than six (6) months on the date of surrender, and
(ii) have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the
Exercised Shares




     4 Non-Transferability of Option. This Option may not be transferred in any manner
otherwise than by will or by the laws of descent or distribution and may be exercised during the
lifetime of Optionee only by the Optionee. The terms of the Plan and this Option Agreement shall
be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.



     5 Term of Option. This Option may be exercised only within the term set out in the
Notice of Grant, and may be exercised during such term only in accordance with the Plan and the
terms of this Option Agreement.



     6 Tax Consequences. Some of the federal tax consequences relating to this Option, as
of the date of this Option, are set forth below. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE
TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE
EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.



          (a) Exercising the Option.




               (i) Nonstatutory Stock Option. The Optionee may incur regular federal income tax
liability upon exercise of a NSO. The Optionee will be treated as having received compensation
income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value
of the Exercised Shares on the date of exercise over their aggregate Exercise Price. If the
Optionee is an Employee or a former Employee, the Company will be required to withhold from his or
her compensation or collect from Optionee and pay to the applicable taxing authorities an amount in
cash equal to a percentage of this compensation income at the time of exercise, and may refuse to
honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at
the time of exercise.



               (ii) Incentive Stock Option. If this Option qualifies as an ISO, the Optionee will
have no regular federal income tax liability upon its exercise, although the excess, if any, of the
Fair Market Value of the Exercised Shares on the date of exercise over their aggregate Exercise
Price will be treated as an adjustment to alternative minimum taxable income for federal tax
purposes and may subject the Optionee to alternative minimum tax in the year of exercise. In the



- 3 -









 







event that the Optionee ceases to be an Employee but remains a Service Provider, any Incentive
Stock Option of the Optionee that remains unexercised shall cease to qualify as an Incentive Stock
Option and will be treated for tax purposes as a Nonstatutory Stock Option on the date three (3)
months and one (1) day following such change of status.



          (b) Disposition of Shares.




               (i) NSO. If the Optionee holds NSO Shares for at least one year, any gain realized on
disposition of the Shares will be treated as long-term capital gain for federal income tax
purposes.



               (ii) ISO. If the Optionee holds ISO Shares for at least one year after exercise and
two years after the grant date, any gain realized on disposition of the Shares will be treated as
long-term capital gain for federal income tax purposes. If the Optionee disposes of ISO Shares
within one year after exercise or two years after the grant date, any gain realized on such
disposition will be treated as compensation income (taxable at ordinary income rates) to the extent
of the excess, if any, of the lesser of (A) the difference between the Fair Market Value of the
Shares acquired on the date of exercise and the aggregate Exercise Price, or (B) the difference
between the sale price of such Shares and the aggregate Exercise Price. Any additional gain will
be taxed as capital gain, short-term or long-term depending on the period that the ISO Shares were
held.



          (c) Notice of Disqualifying Disposition of ISO Shares. If the Optionee sells or
otherwise disposes of any of the Shares acquired pursuant to an ISO on or before the later of
(i) two years after the grant date, or (ii) one year after the exercise date, the Optionee shall
immediately notify the Company in writing of such disposition. The Optionee agrees that he or she
may be subject to income tax withholding by the Company on the compensation income recognized from
such early disposition of ISO Shares by payment in cash or out of the current earnings paid to the
Optionee.




     7 Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The
Plan and this Option Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and agreements of the
Company and Optionee with respect to the subject matter hereof, and may not be modified adversely
to the Optionee’s interest except by means of a writing signed by the Company and Optionee. This
agreement is governed by the internal substantive laws, but not the choice of law rules, of
California.



     8 NO GUARANTEE OF CONTINUED SERVICE. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE
VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE
PROVIDER AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN
OPTION OR PURCHASING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS
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,



- 4 -









 







AND SHALL NOT INTERFERE WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S
RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.



     By your signature and the signature of the Company’s representative below, you and the Company
agree that this Option is granted under and governed by the terms and conditions of the Plan and
this Option Agreement. Optionee has reviewed the Plan and this Option Agreement in their entirety,
has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement and
fully understands all provisions of the Plan and Option Agreement. Optionee hereby agrees to
accept as binding, conclusive and final all decisions or interpretations of the Administrator upon
any questions relating to the Plan and Option Agreement. Optionee further agrees to notify the
Company upon any change in the residence address indicated below.



	 	 	 	 	 	 	 
	OPTIONEE:

	 	 	 	BELL MICROPRODUCTS INC.	 	 
	 
	 	 	 	 	 	 
	 

Signature

	 	 	 	 

     By
	 	 
	 
	 	 	 	 	 	 
	 

Print Name

	 	 	 	 

     Title
	 	 
	 
	 	 	 	 	 	 
	 

Residence Address

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

 

	 	 	 	 	 	 






- 5 -









 





EXHIBIT A




1998 STOCK PLAN




EXERCISE NOTICE




Bell Microproducts Inc.

1941 Ringwood Avenue

San Jose, CA 95131




Attention: Secretary




     1 Exercise of Option. Effective as of today,                     , ___, the undersigned
(“Purchaser”) hereby elects to purchase                      shares (the “Shares”) of the Common Stock of
Bell Microproducts Inc. (the “Company”) under and pursuant to the 1998 Stock Plan (the “Plan”) and
the Stock Option Agreement dated                     , ___ (the “Option Agreement”). The
purchase price for the Shares shall be $                    , as required by the Option Agreement.



     2 Delivery of Payment. Purchaser herewith delivers to the Company the full purchase
price for the Shares.



     3 Representations of Purchaser. Purchaser acknowledges that Purchaser has received,
read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their
terms and conditions.



     4 Rights as Shareholder. Until the issuance (as evidenced by the appropriate entry on
the books of the Company or of a duly authorized transfer agent of the Company) of the Shares, no
right to vote or receive dividends or any other rights as a shareholder shall exist with respect to
the Optioned Stock, notwithstanding the exercise of the Option. The Shares so acquired shall be
issued to the Optionee as soon as practicable after exercise of the Option. No adjustment will be
made for a dividend or other right for which the record date is prior to the date of issuance,
except as provided in Section 14 of the Plan.



     5 Tax Consultation. Purchaser understands that Purchaser may suffer adverse tax
consequences as a result of Purchaser’s purchase or disposition of the Shares. Purchaser
represents that Purchaser has consulted with any tax consultants Purchaser deems advisable in
connection with the purchase or disposition of the Shares and that Purchaser is not relying on the
Company for any tax advice.



 









 





     6 Entire Agreement; Governing Law. The Plan and Option Agreement are incorporated
herein by reference. This Agreement, the Plan and the Option Agreement constitute the entire
agreement of the parties with respect to the subject matter hereof and supersede in their entirety
all prior undertakings and agreements of the Company and Purchaser with respect to the subject
matter hereof, and may not be modified adversely to the Purchaser’s interest except by means of a
writing signed by the Company and Purchaser. This agreement is governed by the internal
substantive laws, but not the choice of law rules, of California.



	 	 	 	 	 	 	 
	Submitted by:

	 	 	 	Accepted by:	 	 
	 
	 	 	 	 	 	 
	PURCHASER:

	 	 	 	BELL MICROPRODUCTS INC.	 	 
	 
	 	 	 	 	 	 
	 

Signature

	 	 	 	 

     By
	 	 
	 
	 	 	 	 	 	 
	 

Print Name

	 	 	 	 

     Its
	 	 
	 
	 	 	 	 	 	 
	Address:

	 	 	 	            Address:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	1941 Ringwood Avenue	 	 
	 


	 	 	 	San
Jose, CA 95131	 	 
	 
	 	 	 	 	 	 
	 


	 	 	 	 	 	 
	 

	 	 	 	 

Date Received