exv10w3



 







Exhibit 10.3




WHITE ELECTRONIC DESIGNS CORPORATION

RULE 10b5-1 STOCK PURCHASE PLAN




          This Rule 10b5-1 Stock Purchase Plan, dated 6/21/06 (this “Plan”), is entered into by and
between White Electronic Designs Corporation (the “Company”) and Needham & Company, Inc. (the
“Broker”).




          WHEREAS, the Company desires to establish this Plan to purchase shares of its common stock
(the “Stock”); and




          WHEREAS, the Company desires to engage the Broker to effect purchases of shares of Stock in
accordance with this Plan;




          NOW, THEREFORE, the Company and the Broker agree as follows:





	1.	 	The Company hereby appoints the Broker as Company’s agent to purchase shares of the Stock
pursuant to the terms and conditions set forth below. Subject to such terms and conditions,
the Broker hereby accepts such appointment. Purchases of Stock under this Plan shall be made
in accordance with the following provisions:






	 	(i)	 	During the Plan Period (as defined in Section 2 below), the Broker shall effect
a purchase or purchases (each a “Purchase”), consistent with ordinary principles of
best execution, of the Daily Purchase Amount (as defined below) for the account of the
Company on each Purchase Day (as defined below) at the then-prevailing market prices;
provided, however, that the Broker shall not purchase any shares of
Stock pursuant to this Plan at a price of more than $5.50 per share (excluding any
commissions, commission equivalents, mark-ups or differentials and other Purchase
expenses) (the “Maximum Purchase Price”). The Broker shall effect Purchases of up to
an aggregate number of shares of Stock equal to the Total Plan Shares (as defined
below) pursuant to this Plan. Subject to the terms and conditions set forth in this
Plan, the Broker shall have full discretion with respect to the execution of all
purchases, and the Company acknowledges and agrees that the Company does not have, and
shall not attempt to exercise, any influence over how, when or whether to effect such
purchases of Stock under this Plan.
	 
	 	(ii)	 	A “Purchase Day” is each Trading Day (as defined below) during the Plan Period.
A “Trading Day” is any day during the Plan Period that the Nasdaq Stock Market (the
“Principal Market”) is open for business and the Stock trades regular way on the
Principal Market.
	 
	 	(iii)	 	The “Total Plan Shares” equals a number of shares of Stock equal to the
difference between 1,231,108 and the number of shares of Stock repurchased by the
Company prior to the Effective Date (as defined in Section 2 below) (the “Previously
Repurchased Shares”) pursuant to the stock repurchase program announced by the Company
on June 20, 2006. On the third Trading Day prior to




 









 






	 	 	 	the Effective Date, the Broker shall provide a written request to the Company (the
“Broker Request”) whereby the Broker requests from the Company the number of
Previously Repurchased Shares. Promptly following the Effective Date, the Company
shall respond to the Broker Request by notifying the Broker of the number of
Previously Repurchased Shares.
	 
	 	(iv)	 	The “Daily Purchase Amount” for any Purchase Day shall be the lesser of (a) the
maximum number of shares of Stock allowed to be purchased under Rule 10b-18 for such
Purchase Day and (b) the number of shares of Stock provided for on the grid below
opposite the per share price range that corresponds to the reported price of the
opening reported market transaction in the Stock on such Purchase Day.





	 	 	 
	 	 	 
	Reported Price of Opening Reported	 	Daily Purchase Amount
	Market Transaction in the Stock	 	(number of shares)
	 
	 	 
	If the price is equal to or below $5.50

	 	Max. ADTV(1) shares
	 
	 	 







Note: (1) Average Daily Trade Volume




	 	(v)	 	If, consistent with ordinary principles of best execution, as a result of
market conditions or any legal, regulatory or self-regulatory requirements or related
policies and procedures (whether or not such requirements, policies or procedures are
imposed by law or have been voluntarily adopted by Broker), the Broker cannot purchase
the Daily Purchase Amount on any Purchase Day, then the Broker’s obligation to purchase
Stock on such Purchase Day pursuant to this Plan shall be reduced for such Purchase Day
to the number of shares that Broker determines in its reasonable discretion can be
purchased on such Purchase Day, and Broker’s obligations with respect to such Purchase
Day shall be deemed to have been satisfied.
	 
	 	(vi)	 	The Daily Purchase Amount and the Maximum Purchase Price, if applicable, shall
be adjusted automatically on a proportionate basis to take into account any stock
split, reverse stock split or stock dividend with respect to the Stock or any change in
capitalization with respect to the Company or any similar event that occurs during the
term of this Plan, as determined by the Broker in good faith and in a commercially
reasonable manner.




 









 






	 	(vi)	 	The Broker may not make block purchases pursuant to this Plan.






	2.	 	Purchases under the Plan shall commence on the 90th day after the date hereof (the
“Effective Date”) and shall terminate upon the first to occur of (such period, the “Plan
Period”):






	 	(i)	 	the date the Total Plan Shares to be purchased under this Plan have been
purchased;
	 
	 	(ii)	 	the close of the Principal Market on the one year anniversary of the Effective Date (or
the Modified Effective Date, if applicable);






	 	(iii)	 	the date that the Broker determines (based on the advice of its counsel) that
any Purchase effected pursuant to this Plan violates (or in the opinion of such counsel
is reasonably likely to violate) any applicable law or regulation;
	 
	 	(iv)	 	one business day after the Broker receives written notice from the Company that
the Company has elected to terminate this Plan (which termination may be for any
reason);
	 
	 	(v)	 	the date that the Broker receives written notice from the Company of the
occurrence of a Termination Event (as defined below).
	 
	 	 	 	“Termination Event” means: (A) a public announcement by the Company that it has
entered into a merger agreement that provides for more than 25% of the voting power
of the outstanding capital stock of the surviving or resulting corporation
outstanding immediately after the effective date of such merger to be owned by
persons other than the holders of the Company’s common stock outstanding immediately
prior to such merger; (B) a public announcement by the Company that it has entered
into an agreement providing for the sale of all or substantially all of the assets
of the Company to a third party; (C) the date of commencement (as defined in Rule
13e-4(a)(4) under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) by the Company of an issuer tender offer (as defined in Rule 13e-4(a)(2)
under the Exchange Act) as a result of which any purchases of Stock outside of such
tender offer would be prohibited pursuant to Rule 13e-4(f)(6) under the Exchange
Act; (D) the date the Company files a registration statement with the Securities and
Exchange Commission, other than a registration statement on Form S-8 or any
equivalent successor form; or (E) the commencement of any voluntary or involuntary
case or proceeding seeking liquidation, reorganization or other relief under any
bankruptcy, insolvency or similar law seeking the appointment of a trustee, receiver
or other similar official, or the taking of any corporate action by the Company to
authorize or commence the foregoing.




 









 







	3.	(i) 	 	It is the intent of the parties that this Plan comply with the requirements of Rule
10b5-1(c)(1)(i)(B) and Rule 10b-18 under the Exchange Act, and this Plan shall be interpreted
to comply with the requirements thereof. The Company understands and acknowledges that this
Plan is its Plan, that it has consulted its legal counsel with respect to the validity of this
Plan, and that the Company is not relying on the Broker for advice regarding this Plan.
	 
	 	(ii)	 	The Broker shall comply with the requirements of paragraphs (b)(2), (b)(3) and
(b)(4) of Rule 10b-18 under the Exchange Act in connection with Purchases pursuant to
this Plan. The Company and the Broker each agree not to take any action that would
cause Purchases not to comply with Rule 10b-18, Rule 10b5-1 or Regulation M.






	4.	 	On the date hereof, the Company represents, warrants and covenants to the Broker as follows:






	 	(i)	 	The purchase of Stock pursuant to this Plan has been duly authorized by the
Company, is consistent with the Company’s publicly announced Stock repurchase program
and is not prohibited or restricted by any legal, regulatory or contractual restriction
or undertaking binding on the Company.
	 
	 	(ii)	 	The Company is not aware of any material, nonpublic information with respect to
the Company or securities of the Company (including the Stock).
	 
	 	(iii)	 	The Company is entering into this Plan in good faith and not as part of a plan
or scheme to evade the prohibitions of Rule 10b5-1 under the Exchange Act or other
applicable securities laws.
	 
	 	(iv)	 	The Company shall not (i) enter into or alter any corresponding or hedging
transaction or position with respect to the securities covered by this Plan or (ii)
attempt to exercise any influence over how, when or whether the Broker effects
purchases of Stock pursuant to this Plan.
	 
	 	(v)	 	The Company agrees that the Company shall not, directly or indirectly,
communicate any material nonpublic information regarding the Stock or the Company to
any employee of the Broker or its affiliates who the Company’s knows is involved,
directly or indirectly, in executing purchases pursuant to this Plan at any time while
this Plan is in effect. The Company instructs the Broker not to inform the Company
prospectively of the timing, amount or price of any purchases under the Plan that
broker intends to make.






	5.	 	The Broker represents, warrants and covenants to the Company as follows:






	 	(i)	 	The Broker agrees that, during the Plan Period no employee of the Broker or its
affiliates executing Purchases pursuant to the Plan shall effect any direct or indirect
communications with the Company, its officers or employees (except




 









 






	 	 	 	insofar as the Broker may be required to provide post-purchase notices to the
Company).
	 
	 	(ii)	 	The Broker agrees that, during the Plan Period, no employee of the Broker or
its affiliates executing Purchases pursuant to the Plan will effect any Purchases while
such employee is aware of material non-public information about the Company.
	 
	 	(iii)	 	The Broker agrees to provide the Company with a written report of any Purchase
made under the Plan no later than the next business day following the applicable
Purchase Date, such written report to describe the terms of such Purchase, including
the date of the Purchase, the number of shares of Stock purchased, and the exact price
per share at which such shares of Stock were purchased.






	6.	 	The Broker agrees to use its reasonable efforts, consistent with ordinary principles of best
execution, to effect each Purchase pursuant to this Plan. The Company understands that from
time to time the Broker may not be able to execute a Purchase under this Plan due to: (i) a
market disruption (including a halt or suspension of trading imposed by a court, governmental
agency or self-regulatory organization) or a banking moratorium; (ii) a legal, contractual or
regulatory restriction or internal policy applicable to the Broker or its affiliates; or (iii)
stock market rules governing order execution priority. If a Purchase cannot be executed as
required by this Plan due to a market disruption, a legal, regulatory or contractual
restriction or internal policy applicable to the Broker or any other event, such Purchase
shall be cancelled and shall not be effected pursuant to this Plan.
	 
	7.	 	The Company shall pay to the Broker a commission of $0.03 per share of Stock purchased
pursuant to this Plan. In accordance with the Broker’s customary procedures, the Broker will
deposit shares of Stock purchased hereunder into an account established by the Broker for the
Company against payment to the Broker of the purchase price therefore and commissions and
other amounts in respect thereof payable pursuant to this Section. The Company will be
notified of all transactions pursuant to customary trade confirmations.






	8.	(i) 	 	The Company shall, on the business day prior to the intended date of such purchase,
notify the Broker of the intention on the part of any affiliated purchaser, as defined in Rule
10b-18, of the Company to purchase the Stock on any day if such purchase is to be effected
otherwise than through the Broker pursuant to this Plan and the Broker shall refrain from
purchasing any Stock hereunder on the day following receipt of such notice. The Company shall
be solely responsible for any purchases made by the Broker as the Company’s agent prior to the
Broker’s receipt of such written notice. Notwithstanding the foregoing, if the Broker
receives such notice, the Broker may nevertheless be entitled to make, and the Company shall
be solely responsible for, a Purchase hereunder pursuant to a bid made before such notice is
received by the Broker. The Company shall be solely responsible for notifying the Broker of
any purchases of the Stock by any affiliated purchaser, and, without limiting the generality
of Section 10 hereof, the Company agrees to indemnify and hold harmless the Broker for any
failure to so




 









 






	 	 	 	notify the Broker or any error in any such notification. The Company also
acknowledges that any action that it takes that causes or influences any such
affiliated purchaser to purchase the Stock may cause the Daily Purchase Amount to be
reduced.
	 
	 	(ii)	 	At the time of the Company’s execution of this Plan, the Company has not
entered into a similar plan with respect to the Stock. The Company agrees not to enter
into any similar plan while this Plan remains in effect.
	 
	 	(iii)	 	Except as specifically contemplated hereby, the Company shall be solely
responsible for compliance with all statutes, rules and regulations applicable to the
Company and the transactions contemplated hereby, including, without limitation,
reporting and filing requirements.






	9.	 	Except as required by law, the Broker shall maintain in confidence the existence of this Plan
and the terms and conditions of this Plan. The Broker acknowledges that the Company may make
whatever public disclosures regarding this Plan as the Company deems appropriate at any time.
	 
	10.	 	The Broker covenants that (i) it has implemented policies and procedures to reasonably ensure
that any person who has influence over investment decisions under this Plan, including, but
not limited to, how, when or whether to effect a Purchase, will not be exposed to material,
nonpublic information with respect to the Company or any of its securities, (ii) no Purchases
will be made under this Plan by any person who is aware of material, nonpublic information
with respect to the Company or any of its securities, and (iii) it will not seek advice from
the Company with respect to the manner in which it effects Purchases under this Plan.
	 
	11.	 	The Company agrees to indemnify and hold harmless the Broker and its affiliates and their
officers, directors, employees and representatives against any loss, claim, damage or
liability, including reasonable legal fees and expenses, arising out of any action or
proceeding relating to this Plan or any Purchase, except to the extent that any such loss,
claim, damage or liability is determined in a binding settlement or in a non-appealable
determination of a court of competent jurisdiction to be primarily the result of the Broker’s
or the indemnified person’s gross negligence or willful misconduct or as a result of the
Broker’s breach of the terms or conditions of this Plan.






	12.	(i) 	 	All notices to the Broker under this Plan will be delivered to the Broker’s compliance
office by telephone at 800-643-3199 ext. 364 or by facsimile at 212-371-8702, in either case
provided that a confirmatory copy is delivered to the address below by a reputable overnight
courier guaranteeing next business day delivery, or by certified mail to the address below:




Needham & Company, Inc.

445 Park Avenue

New York, NY 10022-2602

Attn: James Abbruzzese





 









 









	 	(ii)	 	All notices to the Company under this Plan will be delivered to the attention
of the Chief Executive Officer either (i) by facsimile at 602-437-1371 followed by
telephonic confirmation at 602-437-1520, x.102 or (ii) by a reputable overnight courier
guaranteeing next business day delivery or by certified mail to the address below:




White Electronic Designs Corporation

3601 East University

Phoenix, AZ 85034-7254

Attn: Chief Executive Officer





	13.	 	This Plan shall be governed by and construed in accordance with the laws of the State of New
York and may be modified or amended only by a writing signed by the Company and the Broker.
	 
	14.	 	This Plan may be signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same instrument.
	 
	15.	 	If any provision of this Plan is or becomes inconsistent with any applicable present or
future law, rule or regulation, that provision will be deemed modified or, if necessary,
rescinded in order to comply with the relevant law, rule or regulation. All other provisions
of this Plan will continue and remain in full force and effect.
	 
	16.	 	The Company reserves the right to modify this Plan at will. The Company agrees that any such
modification(s) must be in writing and will not take effect until the first day the trading
window opens after public announcement of the Company’s financial results for the current
quarter, or 90 days after such modification(s) is/are adopted, whichever is later (the
“Modified Effective Date”). The Company understands that at the time it adopts any
modification(s) to this Plan, it must affirm that neither the Company nor any of its officers,
directors, employees or affiliates are in possession of any material, nonpublic information
regarding the Company. During any period between the adoption of modification(s) to the Plan
and the Modified Effective Date, the unmodified Plan will remain in effect.
	 
	17.	 	The Company reserves the right to terminate this Plan at will. If the Company terminates
this Plan and subsequently adopts a new written trading plan complying with Rule 10b5-1(c),
the Company agrees that (i) such new trading plan will not become effective until the first
day the trading window opens after public announcement of the Company’s financial results for
the current quarter, or 90 days after such new trading plan is adopted, whichever is later,
and (ii) on the date that the Company adopts such new trading plan, it must affirm that
neither the Company nor any of its officers, directors, employees or affiliates are in
possession of any material, nonpublic information regarding the Company.




 









 






[Signature Page Follows]




 









 







IN WITNESS WHEREOF, the undersigned have signed this Plan as of the date first written above.




	 	 	 
	 
	 	 
	White Electronic Designs Corporation
	 
	 	 
	/s/ Hamid R. Shokrgozar
	 
	Name:

	 	Hamid R. Shokrgozar
	Title:

	 	President & CEO
	 
	 	 
	 
	 	 
	Needham & Company, Inc.
	 
	 	 
	/s/ Colleen Holmes
	 
	Name:

	 	Colleen Holmes
	Title:

	 	Associate