-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, QjkssBQiOn9ocftVMqkUW7eOFingbs1hZDHSYED9UpFNWonZtC99NLtiK+6dDBMU y7eE6wIYCAqay5V3p1+DWw== 0000950123-94-001528.txt : 19940922 0000950123-94-001528.hdr.sgml : 19940922 ACCESSION NUMBER: 0000950123-94-001528 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 19940921 EFFECTIVENESS DATE: 19941010 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARROW ELECTRONICS INC CENTRAL INDEX KEY: 0000007536 STANDARD INDUSTRIAL CLASSIFICATION: 5065 IRS NUMBER: 111806155 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55565 FILM NUMBER: 94549750 BUSINESS ADDRESS: STREET 1: 25 HUB DR CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 5163911300 S-8 1 ARROW ELECTRONICS 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER __, 1994 Registration No. 33- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ----------------- ARROW ELECTRONICS, INC. (Exact name of registrant as specified in its charter) New York 11-1806155 (State of Incorporation) (I.R.S. Employer Identification No.) 25 Hub Drive, Melville, New York 11747 -------------------------------------- (Address of principal executive offices) Gates/FA Distributing, Inc. 1985 Amended and Restated Stock Option Plan Gates/FA Distributing, Inc. 1987 Stock Option Plan Gates/FA Distributing, Inc. 1993 Stock Option Plan for Outside Directors Option to Purchase 6,100 Shares of Gates/FA Distributing, Inc. Common Stock Granted to James G. Foody Option to Purchase 6,100 Shares of Gates/FA Distributing, Inc. Common Stock Granted to Irwin Lieber Option to Purchase 6,100 Shares of Gates/FA Distributing, Inc. Common Stock Granted to Charles A. Luther (Full title of Plans) ----------------- Robert E. Klatell, Esq. Senior Vice President and Chief Financial Officer Arrow Electronics, Inc. 25 Hub Drive, Melville, New York 11747, (516) 391-1300 ------------------------------------------------------ (Name and address of agent for service, including telephone number) ----------------- Copy to: Winthrop, Stimson, Putnam & Roberts One Battery Park Plaza New York, New York 10004 (212) 858-1000 Attention: Howard S. Kelberg, Esq.
CALCULATION OF REGISTRATION FEE ==================================================================================================================== Amount Proposed maximum Proposed maximum Amount of Title of securities to be offering price aggregate offering registration to be registered registered per share (1) price (1) fee (2) - -------------------------------------------------------------------------------------------------------------------- Common Stock, $1.00 par value (3) 131,436 $39.5625 $5,199,937 $1,794 ===================================================================================================================
- ---------------------------------- (1) Estimated pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the "Securities Act"), based on the average price of Arrow Electronics, Inc. Common Stock on the New York Stock Exchange on September 16, 1994 (the "Market Value"). (2) The registration fee for the securities registered hereby, $1,794, has been calculated pursuant to Rule 457(c) under the Securities Act. (3) This Registration Statement also pertains to rights to purchase Participating Preferred Stock of the Registrant (the "Rights"). Until the occurrence of certain prescribed events, the Rights are not exercisable, are evidenced by the certificates for Arrow Electronics, Inc. Common Stock and will be transferred together with and only with such securities. Thereafter, separate Rights certificates will be issued representing one Right for each share of Arrow Electronics, Inc. Common Stock held subject to adjustment pursuant to anti-dilution provisions. 2 PART I INFORMATION REQUIRED IN A SECTION 10(A) PROSPECTUS ITEM 1. PLAN INFORMATION. ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents which have heretofore been filed by Arrow Electronics, Inc. (the "Company") (File No. I- 4482) or Gates/FA Distributing, Inc. with the Securities and Exchange Commission the ("Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"), are incorporated by reference herein and shall be deemed to be a part hereof: 1. The Company's Annual Report on Form 10-K for the year ended December 31, 1993, the Company's Current Report on Form 8-K filed September 13, 1994 and the Company's Quarterly Reports on Form 10-Q for the quarter ended March 31, 1994 and June 30, 1994. 2. The Company's pro forma financial information contained in the Company's registration statement on Form S-4 pursuant to the Securities Act of 1933 (Reg. No. 33-54413) including any amendment or report for the purpose of updating such information. 3. Description of the Company's capital stock contained in the Company's registration statement filed under the 1934 Act, including any amendment of report filed for the purpose of updating such description. 4. The description of the Company's Rights contained in the Company's registration statement filed under the 1934 Act, including any amendment or report filed for the purpose of updating such description. 5. The Gates/FA Distributing, Inc. Annual Report on Form 10-K for the fiscal year ended June 30, 1993, the Gates/FA Distributing, Inc. Current Report on Form 8-K filed May 12, 1994, and the Gates/FA Distributing, Inc. Quarterly Reports on Form 10-Q for the quarters ended September 30, 1993 (as amended by Form 10-Q/A dated January 12, 1994), December 31, 1993 and March 31, 1994. All documents filed by the Company and Gates/FA Distributing, Inc. with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and made a part hereof from their respective dates of filing (such documents, and the documents enumerated above, being hereinafter referred to as "Incorporated Documents"); provided, however, that the documents enumerated above or subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act in each year during which the offering made by this Registration Statement is in effect prior to the filing with the Commission of the Company's Annual Report on Form 10-K covering such year shall not be Incorporated Documents or be incorporated by reference in this Registration Statement or be a part hereof from and after the filing of such Annual Report on Form 10-K. Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so 2 3 modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Article 9 of the Registrant's Certificate of Incorporation permits the indemnification of officers and directors under certain circumstances to the full extent that such indemnification may be permitted by law. Such rights of indemnification are in addition to, and not in limitation of, any rights to indemnification to which any officer or director of the Company is entitled under the Business Corporation Law of the State of New York (Sections 721 through 727), which provides for indemnification by a corporation of its officers and directors under certain circumstances as stated in the Business Corporation Law and subject to specified limitations set forth in the Business Corporation Law. The Registrant also maintains directors' and officers' liability insurance coverage which insures directors and officers of the Registrant against certain losses arising from claims made, and for which the Registrant has not provided reimbursement, by reason of their being directors and officers of the Registrant or its subsidiaries. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS.
Exhibit Number Description - ------- ----------- 4(a) - Amended and Restated Certificate of Incorporation of Arrow Electronics, Inc. (Designated as Exhibit 4(1) to the Registrant's Registration Statement on Form S-3 filed February 21, 1992 (Reg. No. 33-45895)). 4(b) - Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Arrow Electronics, Inc. (Designated as Exhibit 4(2) to the Registrant's Registration Statement on Form S-3 filed February 21, 1992 (Reg. No. 33-45896)). 4(c) - By-Laws of Arrow Electronics, Inc. (Designated as Exhibit 3(b) in the Registrant's Annual Report on Form 10-K for the year ended December 31, 1986, Commission File No. 1-4482). 5 - Opinion of Winthrop, Stimson, Putnam & Roberts as to the legality of securities offered under the Gates/FA Distributing, Inc. 1985 Amended and Restated Stock Option Plan; The Gates/FA Distributing, Inc. 1987 Stock Option Plan; the Gates/FA Distributing, Inc. 1993 Stock Option Plan for Outside Directors; Gates/FA Distributing, Inc. Option Granted to James G. Foody; the Gates/FA Distributing, Inc. Option Granted to Irwin Lieber; and the Gates/FA Distributing, Inc. Option Granted to Charles A. Luther , including their consent. 23(a) - Consent of Ernst & Young LLP. 23(b) - Consent of KPMG Peat Marwick LLP.
3 4 23(e) - Consent of Counsel (contained in the Opinion of the Company's Counsel, Exhibit 5 hereto). 24 - Power of Attorney (contained in the signature page hereof). 99(a) - Gates/FA Distributing, Inc. 1985 Amended and Restated Stock Option Plan. 99(b) - Gates/FA Distributing, Inc. 1987 Stock Option Plan. 99(c) - Gates/FA Distributing, Inc. 1993 Stock Option Plan for Outside Directors. 99(d) - Option to Purchase 6,100 Shares of Gates/FA Distributing, Inc. Common Stock Granted to James G. Foody. 99(e) - Option to Purchase 6,100 Shares of Gates/FA Distributing, Inc. Common Stock Granted to Irwin Lieber. 99(f) - Option to Purchase 6,100 Shares of Gates/FA Distributing, Inc. Common Stock Granted to Charles A. Luther.
ITEM 9. UNDERTAKINGS. (1) The undersigned Registrant hereby undertakes: (a) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the registration statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those paragraphs are contained in periodic reports filed by the Registrant pursuant to Section 13(a) or Section 15(d) of the 1934 Act that are incorporated by reference in the registration statement. (b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (2) The undersigned Registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act of 1933, each filing of the issuer's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual 4 5 report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein and the offering of such securities at the time shall be deemed to be the initial bona fide offering hereof. (3) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. EXPERTS The historical consolidated financial statements and related schedules of Arrow Electronics, Inc. at December 31, 1993 and 1992, and for each of the three years in the period ended December 31, 1993, incorporated by reference from the Company's Annual Report on Form 10-K have been audited by Ernst & Young LLP, independent auditors, as set forth in their report appearing elsewhere therein, and are incorporated in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. The financial statements and schedules of Gates/FA Distributing, Inc. as of June 30, 1992 and 1993 and for each of the years in the three-year period ended June 30, 1993, have been incorporated herein in reliance upon the reports of KPMG Peat Marwick LLP, independent auditors, which are incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The report of KPMG Peat Marwick LLP covering the June 30, 1993 financial statements refers to a change in the method of accounting for income taxes in 1993 to adopt the provisions of the Financial Accounting Standards Board's Statement of Financial Accounting Standards No. 109 "Accounting for Income Taxes." LEGAL OPINION The legality of the Common Stock offered pursuant to the Registration Statement has been passed upon for the Company by Winthrop, Stimson, Putnam & Roberts, Counsel for the Company, One Battery Park Plaza, New York, New York 10004. 5 6 SIGNATURES The Registrant: Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Melville, State of New York, on the 21st day of September, 1994. ARROW ELECTRONICS, INC. /s/ Robert E. Klatell ----------------------------------------------------- By: Robert E. Klatell Senior Vice President and Chief Financial Officer POWER OF ATTORNEY Know all men by these presents, that each officer or director of Arrow Electronics, Inc. whose signature appears below constitutes and appoints Stephen P. Kaufman, Robert E. Klatell and John C. Waddell, and each of them singly, his true and lawful attorney-in-fact and agent, with full and several power of substitution, for him and in his name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8 to be filed pursuant to the Securities Act of 1933 in connection with the registration of up to 131,436 shares of Common Stock, par value $1.00 per share, and any or all amendments, including pre- and post-effective amendments and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done. Each of said attorneys-in-fact shall have power to act hereunder with or without the other. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated and on dates indicated.
Principal Executive Officer: Date /s/ Stephen P. Kaufman September 21, 1994 - --------------------------------------------------- -------------------------- Stephen P. Kaufman Chairman and Chief Executive Officer Principal Financial Officer: /s/ Robert E. Klatell September 21, 1994 - --------------------------------------------------- -------------------------- Robert E. Klatell Senior Vice President and Chief Financial Officer
6 7
Principal Accounting Officer: Date /s/ Paul J. Reilly September 21, 1994 - --------------------------------------------------- -------------------------- Paul J. Reilly Controller Directors: /s/ Daniel W. Duval September 21, 1994 - --------------------------------------------------- -------------------------- Daniel W. Duval Director /s/ Carlo Giersch September 21, 1994 - --------------------------------------------------- -------------------------- Carlo Giersch Director /s/ J. Spencer Gould September 21, 1994 - --------------------------------------------------- -------------------------- J. Spencer Gould Director /s/ Stephen P. Kaufman September 21, 1994 - --------------------------------------------------- -------------------------- Stephen P. Kaufman Director /s/ Lawrence R. Kem September 21, 1994 - --------------------------------------------------- -------------------------- Lawrence R. Kem Director /s/ Robert E. Klatell September 21, 1994 - --------------------------------------------------- -------------------------- Robert E. Klatell Director /s/ Stephen W. Menefee September 21, 1994 - --------------------------------------------------- -------------------------- Stephen W. Menefee Director /s/ Karen Gordon Mills September 21, 1994 - --------------------------------------------------- -------------------------- Karen Gordon Mills Director /s/ Anne Pol September 21, 1994 - --------------------------------------------------- -------------------------- Anne Pol Director
7 8
Date /s/ Richard S. Rosenbloom September 21, 1994 - --------------------------------------------------- -------------------------- Richard S. Rosenbloom Director /s/ John C. Waddell September 21, 1994 - --------------------------------------------------- -------------------------- John C. Waddell Director
8 9 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ EXHIBITS filed with Registration Statement on Form S-8 under The Securities Act of 1933 ------------------- Gates/FA Distributing, Inc. 1985 Amended and Restated Stock Option Plan Gates/FA Distributing, Inc. 1987 Stock Option Plan Gates/FA Distributing, Inc. 1993 Stock Option Plan for Outside Directors Option to Purchase 6,100 Shares of Gates/FA Distributing, Inc. Common Stock Granted to James G. Foody Option to Purchase 6,100 Shares of Gates/FA Distributing, Inc. Option Granted to Irwin Lieber Option to Purchase 6,100 Shares of Gates/FA Distributing, Inc. Option Granted to Charles A. Luther (Full title of the Plans) ARROW ELECTRONICS, INC. (Exact name of registrant as specified in its charter) ================================================================================ 10 EXHIBIT INDEX Gates/FA Distributing, Inc. 1985 Amended and Restated Stock Option Plan Gates/FA Distributing, Inc. 1987 Stock Option Plan Gates/FA Distributing, Inc. 1993 Stock Option Plan for Outside Directors Option to Purchase 6,100 Shares of Gates/FA Distributing, Inc. Common Stock Granted to James G. Foody Option to Purchase 6,100 Shares of Gates/FA Distributing, Inc. Common Stock Granted to Irwin Lieber Option to Purchase 6,100 Shares of Gates/FA Distributing, Inc. Common Stock Granted to Charles A. Luther
Exhibit Sequential Number Description Page Number - ------- ----------- ----------- 4(a) - Amended and Restated Certificate of Incorporation of Arrow * Electronics, Inc. (Designated as Exhibit 4(1) to the Registrant's Registration Statement on Form S-3 filed February 21, 1992 (Reg. No. 33-45895)). 4(b) - Certificate of Amendment to the Amended and Restated Certificate of * Incorporation of Arrow Electronics, Inc. (Designated as Exhibit 4(2) to the Registrant's Registration Statement on Form S-3 filed February 21, 1991 (Reg No. 33-45896)). 4(c) - By-Laws of Arrow Electronics, Inc. (Designated as Exhibit 3(b) in the * Registrant's Annual Report on Form 10-K for the year ended December 31, 1986, Commission File No. 1-4482). 4(d) - Certificate of Amendment to the Amended and Restated Certificate of * Incorporation of Arrow Electronics, Inc. 5 - Opinion of Winthrop, Stimson, Putnam & Roberts as to the legality of securities offered under the Gates/FA Distributing, Inc. 1985 Amended and Restated Stock Option Plan; the Gates/FA Distributing, Inc. 1987 Stock Option Plan; the Gates/FA Distributing, Inc. 1993 Stock Option Plan for Outside Directors; Option to Purchase 6,100 Shares of Gates/FA Distributing, Inc. Common Stock Granted to James G. Foody; Option to Purchase 6,100 Shares of Gates/FA Distributing, Inc. Common Stock Granted to Irwin Lieber; and Option to Purchase 6,100 Shares of Gates/FA Distributing, Inc. Common Stock Granted to Charles A. Luther , including their consent. 23(a) - Consent of Ernst & Young LLP. 23(b) - Consent of KPMG Peat Marwick LLP. 23(c) - Consent of Counsel (contained in the Opinion of the Company's Counsel, Exhibit 5 hereto). 24 - Power of Attorney (contained in the signature page hereof). 99(a) - Gates/FA Distributing, Inc. 1985 Amended and Restated Stock Option Plan. 99(b) - Gates/FA Distributing, Inc. 1987 Stock Option Plan.
11 99(c) - Gates/FA Distributing, Inc. 1993 Stock Option Plan for Outside Directors. 99(d) - Option to Purchase 6,100 Shares of Gates/FA Distributing, Inc. Common Stock Granted to James G. Foody. 99(e) - Option to Purchase 6,100 Shares of Gates/FA Distributing, Inc. Common Stock Granted to Irwin Lieber. 99(f) - Option to Purchase 6,100 Shares of Gates/FA Distributing, Inc. Common Stock Granted to Charles A. Luther.
- ------------------------------------ * Incorporated by reference. EX-5 2 OPINION OF WINTHROP, STIMSON, PUTNAM & ROBERTS 1 Exhibit 5 2 September 21, 1994 Arrow Electronics, Inc. 25 Hub Drive Melville, NY 11747 Re: Arrow Electronics, Inc. Registration Statement on Form S-8 -- Gates/FA Distributing, Inc. 1985 Amended and Restated Stock Option Plan; Gates/FA Distributing, Inc. 1987 Stock Option Plan; Gates/FA Distributing, Inc. 1993 Stock Option Plan for Outside Directors; Option to Purchase 6,100 Shares of Gates/FA Distributing, Inc. Common Stock Granted to James G. Foody; Option to Purchase 6,100 Shares of Gates/FA Distributing, Inc. Common Stock Granted to Irwin Lieber; and Option to Purchase 6,100 Shares of Gates/FA Distributing, Inc. Common Stock Granted to Charles A. Luther (the "Plans") Ladies and Gentlemen: In connection with the proposed issuance of up to 131,436 shares of Arrow Electronics, Inc.'s common stock ($1.00 par value) (the "Shares") for purchase pursuant to options granted under the Plan and with respect to which a Registration Statement on Form S-8 has been prepared for filing with the Securities and Exchange Commission pursuant to the Securities Act of 1933, we have examined such corporate records, other documents and questions of law as we considered necessary for the purposes of this opinion. We are of the opinion that when: (a) the applicable provisions of the Securities Act of 1933 and of State securities or blue sky laws shall have been complied with; and (b) your Board of Directors shall have duly authorized the issuance of such Shares, and the Shares 3 shall have been duly issued and paid for in an amount not less than the par value thereof, the shares will be legally issued, fully paid and non-assessable. We hereby consent to the use of this opinion as an Exhibit to the Registration Statement on Form S-8 and to the reference to us under the caption "Legal Opinion" in the Registration Statement, and any amendments thereto, filed in connection with the Plan. Very truly yours, /s/ Winthrop, Stimson, Putnam & Roberts EX-23.A 3 CONSENT OF ERNST & YOUNG LLP. 1 Exhibit 23(a) 2 Exhibit 23(a) CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-8) and related Prospectus of Arrow Electronics, Inc. for the registration of 131,436 shares of its common stock and to the incorporation by reference therein of our report dated February 24, 1994, with respect to the consolidated financial statements and schedules of Arrow Electronics, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1993, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP New York, New York September 19, 1994 EX-23.B 4 CONSENT OF KPMG PEAT MARWICK LLP 1 Exhibit 23(b) 2 Exhibit 23(b) INDEPENDENT AUDITORS' CONSENT The Board of Directors Arrow Electronics, Inc. We consent to the use of our reports incorporated herein by reference in the Form S-8 registration statement dated September 21, 1994, and to the reference to our firm under the heading "Experts" in the registration statement. Our reports refer to a change in accounting method for income taxes in 1993 to adopt the provisions of the Financial Accounting Standards Board's Statement of Financial Accounting Standards No. 109 "Accounting for Income Taxes." /s/ KPMG Peat Marwick LLP Greenville, South Carolina September 21, 1994 EX-99.A 5 GATES/FA 1985 AMEND. & REST. STOCK OPTION PLAN 1 Exhibit 99(a) 2 EXHIBIT 99(a) GATES/FA DISTRIBUTING, INC. 1985 AMENDED AND RESTATED INCENTIVE STOCK OPTION PLAN ORIGINALLY ADOPTED OCTOBER 18, 1985 ADOPTED BY THE BOARD OF DIRECTORS, AS AMENDED AND RESTATED, ON SEPTEMBER 5, 1991 AND REAPPROVED, AS AMENDED AND RESTATED, BY THE SHAREHOLDERS NOVEMBER 15, 1991 1. PURPOSE (a) The purpose of the Plan is to provide a means by which selected key employees of Gates/FA Distributing, Inc. (the "Company") and its Affiliates, as defined in subparagraph 1(b), may be given an opportunity to purchase stock of the Company. This Plan is the continuation of the Gates Distributing, Inc. 1985 Incentive Stock Option Plan and, after the adoption of the Plan, as amended and restated, by the Board of Directors of the Company and approved, as amended and restated, by the Shareholders of the Company, shall be known as the "Gates/FA Distributing, Inc. 1985 Incentive Stock Option Plan." (b) The word "Affiliate" as used in the Plan means any parent corporation or subsidiary corporation of the Company, as those terms are defined in Sections 424(e) and (f), respectively, of the Internal Revenue Code of 1986, as amended from time to time (the "Code"). (c) The Company, by means of the Plan, seeks to retain the services of persons now holding key positions, to secure and retain the services of persons capable of filling such positions, and to provide incentives for such persons to exert maximum efforts for the success of the Company. 3 (d) The Company intends that the options issued under the Plan be "incentive stock options" as that term is used in Section 422 of the Code. 2. ADMINISTRATION (a) The Plan shall be administered by the Board of Directors (the "Board") of the Company unless and until the Board delegates administration to a committee, as provided in subparagraph 2(c). Whether or not the Board has delegated administration, the Board shall have the final power to determine all questions of policy and expediency that may arise in the administration of the Plan. (b) The Board shall have the power, subject to, and within the limitations of, the express provisions of the Plan: (1) To determine from time to time which of the persons eligible under the Plan shall be granted options; when and how the option shall be granted; the provisions of each option granted (which need not be identical), including the time or times during the term of each option within which all or portions of such option may be exercised; and the number of shares for which an option shall be granted to each such person. (2) To construe and interpret the Plan and options granted under it, and to establish, amend and revoke rules and regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any option agreement, in a manner and to the extent 2 4 it shall deem necessary or expedient to make the Plan fully effective. (3) To amend the Plan as provided in paragraph 10. (4) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company. (c) The board may delegate administration of the Plan to a committee composed of not fewer than two (2) directors (the "Committee"), all of the members of which Committee shall be disinterested persons, as defined by the provisions of subparagraph 2(d). If administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board, subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may abolish the Committee at any time and revest in the Board the administration of the Plan. (d) The term "disinterested person," as used in this Plan, shall mean an administrator of the Plan who has not at any time within one year prior to his/her service as an administrator of the Plan received, and who will not during the term of his/her service receive, a discretionary grant or award of a stock option or stock appreciation rights under this Plan or any other plan or practice of the Company or any of its Affiliates. Any such person shall otherwise comply with the requirements of Rule 16b-3 3 5 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as from time to time in effect. 3. SHARES SUBJECT TO THE PLAN (a) Subject to the provisions of paragraph 9 relating to adjustments upon changes in stock, the stock that may be sold pursuant to options granted under the Plan shall not exceed in the aggregate One Million (1,000,000) shares of the Company's Common Stock. If any option granted under the Plan shall for any reason expire or otherwise terminate without having been exercised in full, the stock not purchased under such option shall again become available for the Plan. (b) The stock subject to the Plan may be unissued shares or reacquired shares, bought on the market or otherwise. (c) An option may be granted to an eligible person under the Plan only if the aggregate fair market value (determined at the time the option is granted) of the stock with respect to which incentive stock options are exercisable for the first time by such optionee during any calendar year under all incentive stock option plans of the Company and its Affiliates does not exceed one hundred thousand dollars ($100,000). Should it be determined that an option granted under the Plan exceeds such maximum for any reason other than the failure of a good faith attempt to value the stock subject to the option, such option shall be considered a nonstatutory stock option to the extent, but only to the extent, of such excess; provided, however, that should it be determined that an entire option or any portion thereof does not qualify for 4 6 treatment as an incentive stock option by reason of exceeding such maximum, such option or the applicable portion shall be considered a nonstatutory stock option. 4. ELIGIBILITY (a) Options may be granted only to key employees (including officers) of the Company or its Affiliates. A director of the Company shall not be eligible for the benefits of the Plan unless such director is also a key employee (including an officer) of the Company or any Affiliate. (b) A director shall in no event be eligible for the benefits of the Plan unless and until such director is expressly declared eligible to participate in the Plan by action of the Board or the Committee, and only if, at any time discretion is exercised by the Board in the selection of a director as a person to whom options may be granted, or in the determination of the number or maximum number of shares which may be covered by options granted to a director, a majority of the Board and a majority of the directors acting in such matter are disinterested persons, as defined in subparagraph 2(d). The Board shall otherwise comply with the requirements of Rule 16b-3 promulgated under the Exchange Act, as from time to time in effect. (c) No person shall be eligible for the grant of an option under the Plan if, at the time of grant, such person owns (or is deemed to own pursuant to the attribution rules of Section 424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the 5 7 Company or of any of its Affiliates unless the option price is at least one hundred ten percent (110%) of the fair market value of such stock at the date of grant and the term of the option does not exceed five (5) years from the date of grant. 5. OPTION PROVISIONS Each option shall be in such form and shall contain such terms and conditions as the Board or the Committee shall deem appropriate. The provisions of separate options need not be identical, but each option shall include (through incorporation of provisions hereof by reference in the option or otherwise) the substance of each of the following provisions: (a) The term of any option shall not be greater than ten (10) years from the date it was granted. (b) The exercise price of each option shall be not less than one hundred percent (100%) of the fair market value of the stock subject to the option on the date the option is granted. (c) The purchase price of stock acquired pursuant to an option shall be paid, to the extent permitted by applicable statutes and regulations, either (i) in cash at the time the option is exercised, or (ii) at the discretion of the Board or the Committee, either at the time of grant or exercise of the option (A) by delivery to the Company of other common stock of the Company, (B) according to a deferred payment or other arrangement (which may include, without limiting the generality of the foregoing, the use of other common stock of the Company) with the person to whom the option is granted or to whom the option is 6 8 transferred pursuant to subparagraph 5(d), or (C) in any other form of legal consideration that may be acceptable to the Board or the Committee. (d) An option shall not be transferable, except by will or by the laws of descent and distribution, and shall be exercisable during the lifetime of the person to whom the option is granted only by such person. (e) The total number of shares of stock subject to an option may, but need not, be allotted in periodic installments (which may, but need not, be equal). From time to time during each of such installment periods, the option may be exercised with respect to some or all of the shares allotted to that period, and/or with respect to some or all of the shares allotted to any prior period as to which the option was not fully exercised. During the remainder of the term of the option (if its term extends beyond the end of the installment periods), the option may be exercised from time to time with respect to any shares then remaining subject to the option. The provisions of this subparagraph 5(e) are subject to any option provisions governing the minimum number of shares as to which an option may be exercised. (f) The Company may require any optionee, or any person to whom an option is transferred under subparagraph 5(d), as a condition of exercising any such option: (1) to give written assurances satisfactory to the Company as to the optionee's knowledge and experience in financial and business matters and/or 7 9 to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and business matters, and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising the option; and (2) to give written assurances satisfactory to the Company stating that such person is acquiring the stock subject to the option for such person's own account and not with any present intention of selling or otherwise distributing the stock. These requirements, and any assurances given pursuant to such requirements, shall be inoperative if (i) the issuance of the shares upon the exercise of the option has been registered under a then currently effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), or (ii), as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be met in the circumstances under the then applicable securities laws. (g) An option shall terminate three (3) months after termination of the optionee's employment with the Company or an Affiliate, unless (i) the termination of employment of the optionee is due to such person's permanent and total disability, within the meaning of Section 422(c)(6) of the Code, in which case the option shall provide that it may be exercised at any time within one (1) year following such termination of employment; or (ii) the optionee dies while in the employ of the Company or an Affiliate, or within not more than three (3) months after termination of such employment, in which case the option shall provide that it may be 8 10 exercised at any time within eighteen (18) months following the death of the optionee by the person or persons to whom the optionee's rights under such option pass by will or by the laws of descent and distribution; or (iii) the option by its terms specifies either (a) that it shall terminate sooner than three (3) months after termination of the optionee's employment, or (b) that it may be exercised more than three (3) months after termination of the optionee's employment with the Company or an Affiliate. This subparagraph 5(g) shall not be construed to extend the term of any option or to permit anyone to exercise the option after expiration of its term, nor shall it be construed to increase the number of shares as to which any option is exercisable from the amount exercisable on the date of termination of the optionee's employment. (h) The option may, but need not, include a provision whereby the optionee may elect at any time during the term of his or her employment with the Company or any Affiliate to exercise the option as to any part or all of the shares subject to the option prior to the stated vesting date of the option or of any installment or installments specified in the option. Any shares so purchased from any unvested installment or option may be subject to a repurchase right in favor of the Company or to any other restriction the Board or the Committee determines to be appropriate. 6. COVENANTS OF THE COMPANY (a) During the terms of the options granted under the 9 11 Plan, the Company shall keep available at all times the number of shares of stock required to satisfy such options. (b) The Company shall seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required to issue and sell shares of stock upon exercise of the options granted under the Plan; provided, however, that this undertaking shall not require the Company to register under the Securities Act either the Plan, any option granted under the Plan or any stock issued or issuable pursuant to any such option. If, after reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of stock under the Plan, the Company shall be relieved from any liability for failure to issue and sell stock upon exercise of such options unless and until such authority is obtained. 7. USE OF PROCEEDS FROM STOCK Proceeds from the sale of stock pursuant to options granted under the Plan shall constitute general funds of the Company. 8. MISCELLANEOUS (a) The Board or the Committee shall have the power to accelerate the time during which an option may be exercised or the time during which an option or any portion thereof will vest pursuant to subparagraph 5(e), notwithstanding the provisions in the option stating the time during which it may be exercised or the 10 12 time during which it will vest. (b) Neither an optionee nor any person to whom an option is transferred under subparagraph 5(d) shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares subject to such option unless and until such person has satisfied all requirements for exercise of the option pursuant to its terms. (c) Throughout the term of any option granted pursuant to the Plan, the Company shall make available to the holder of such option, not later than one hundred twenty (120) days after the close of each of the Company's fiscal years during the option term, upon request, such financial and other information regarding the Company as comprises the annual report to the shareholders of the Company provided for in the bylaws of the Company and such other information regarding the Company as the holder of such option may reasonably request. (d) Nothing in the Plan or any instrument executed or option granted pursuant thereto shall confer upon any eligible employee or optionee any right to continue in the employ of the Company or any Affiliate or shall affect the right of the Company or any Affiliate to terminate the employment of any eligible employee or optionee with or without cause. 9. ADJUSTMENTS UPON CHANGES IN STOCK (a) If any change is made in the stock subject to the Plan, or subject to any option granted under the Plan (through merger, consolidation, reorganization, recapitalization, stock 11 13 dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or otherwise), the Plan and outstanding options will be appropriately adjusted in the class(es) and maximum number of shares subject to the Plan and the class(es) and number of shares and price per share of stock subject to outstanding options. (b) In the event of: (1) a dissolution or liquidation of the Company; (2) a merger or consolidation in which the Company is not the surviving corporation; (3) a reverse merger in which the Company is the surviving corporation but the shares of the Company's common stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise; or (4) any other capital reorganization in which more than fifty percent (50%) of the shares of the Company entitled to vote are exchanged, then, at the sole discretion of the Board and to the extent permitted by applicable law; (i) any surviving corporation shall assume any options outstanding under the Plan or shall substitute similar options for those outstanding under the Plan, or (ii) the time during which such options may be exercised shall be accelerated and the option terminated if not exercised prior to such event, or (iii) such options shall continue in full force and effect. 12 14 10. AMENDMENT OF THE PLAN (a) The Board at any time, and from time to time, may amend the Plan. However, except as provided in paragraph 9 relating to adjustments upon changes in stock, no amendment shall be effective unless approved by the vote of a majority of the outstanding shares of the Company entitled to vote, or by the written consent of the holders of the outstanding shares of the Company entitled to vote to the extent necessary under applicable laws to obtain incentive stock option treatment under Section 422 of the Code, within twelve (12) months before or after the adoption of the amendment, where the amendment will: (i) Increase the number of shares reserved for options under the Plan; (ii) Materially modify the requirements as to eligibility for participation in the Plan; or (iii) Materially increase the benefits accruing to participants under the Plan. (b) It is expressly contemplated that the Board may amend the Plan in any respect the Board deems necessary or advisable to provide optionees with the maximum benefits provided or to be provided under the provisions of the Code and the regulations promulgated thereunder relating to employee incentive stock options and/or to bring the Plan and/or options granted under it into compliance therewith. (c) Rights and obligations under any option granted before amendment of the Plan shall not be altered or impaired by 13 15 any amendment of the Plan unless (i) the Company requests the consent of the person to whom the option was granted and (ii) such person consents in writing. 11. TERMINATION OR SUSPENSION OF THE PLAN (a) The Board may suspend or terminate the Plan at any time. Unless sooner terminated, the Plan shall terminate on October 18, 1995. No options may be granted under the Plan while the Plan is suspended or after it is terminated. (b) Rights and obligations under any option granted while the Plan is in effect shall not be altered or impaired by suspension or termination of the Plan, except with the consent of the person to whom the option was granted. 12. EFFECTIVE DATES (a) The Plan shall become effective as determined by the Board, but no options granted under the Plan shall be exercised unless and until the Plan has been approved by the vote of the holders of a majority of the outstanding shares of the Company entitled to vote, or by the written consent of the holders of the outstanding shares of the Company entitled to vote to the extent necessary under applicable laws to obtain incentive stock option treatment under Section 422 of the Code. (b) The 1991 amendments to the Plan shall become effective as of the date of shareholder approval and adoption of the Plan, as amended and restated, with the exception of the amendments contained in subparagraphs 2(c) and (d), which shall become effective as of September 1, 1992. 14 EX-99.B 6 GATES/FA 1987 STOCK OPTION PLAN 1 Exhibit 99(b) 2 EXHIBIT 99(b) GATES/FA DISTRIBUTING, INC. 1987 STOCK OPTION PLAN ORIGINALLY ADOPTED OCTOBER 12, 1987 ADOPTED BY THE BOARD OF DIRECTORS, AS AMENDED AND RESTATED, ON SEPTEMBER 5, 1991 AND REAPPROVED BY THE SHAREHOLDERS AS AMENDED AND RESTATED ON NOVEMBER 15, 1991 1. PURPOSE (a) The purpose of the Plan is to provide a means by which selected employees of Gates/FA Distributing, Inc. (the "Company") and its Affiliates, as defined in subparagraph 1(b), may be given an opportunity to Purchase stock of the Company. This Plan is the continuation of the Gates Distributing, Inc. 1987 Stock Option Plan and after the adoption of this Plan as amended and restated herein by the Board of the Company and approved as amended and restated by the Shareholders, shall be known as the "Gates/FA Distributing, Inc. 1987 Stock Option Plan." (b) Plan is designed to strengthen the Company by providing an additional means of attracting and retaining key personnel and providing an incentive to key employees of the Company to encourage them to devote their abilities and industry to the success of the Company's business enterprise. It is intended that this purpose be achieved by extending to key employees an added long-term incentive for high levels of performance and unusual efforts designed to improve the financial performance of the Company through the grant of options to purchase shares of the Company's Common Stock under this Plan. 3 (c) The word "Affiliate" as used in the Plan means any parent corporation or subsidiary corporation of the Company as those terms are defined in Sections 424(e) and (f), respectively, of the Internal Revenue Code of 1954, as amended (the "Code"). (d) The Company intends that the options issued under the Plan not be incentive stock options as that term is used in Section 422A of the Code. 2. ADMINISTRATION (a) The Plan shall be administered by the Board of Directors (the "Board") of the Company unless and until the Board delegates administration to a committee, as provided in subparagraph 2(c). Whether or not the Board has delegated administration, the Board shall have the final power to determine all questions of policy and expediency that may arise in the administration of the Plan. (b) The Board shall have the power, subject to, and within the limitations of, the express provisions of the Plan: (1) To determine from time to time which of the persons eligible under the Plan shall be granted options; when and how the option shall be granted; the provisions of each option granted (which need not be identical), including the time or times during the term of each option within which all or portions of such option may be exercised; and the number of shares for which an option shall be granted to each such person. (2) To construe and interpret the Plan and options granted under it, and to establish, amend and revoke rules and regulations for its administration. The Board, in the exercise of 2 4 this power, may correct any defect, omission or inconsistency in the Plan or in any option agreement, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective. (3) To amend the Plan as provided in paragraph 10. (4) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company. (c) The Board may delegate administration of the Plan to a committee composed of not fewer than two (2) directors (the "Committee"), all of the members of which Committee shall be disinterested persons, as defined by the provisions of subparagraph 2(d). If administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board, subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may abolish the Committee at any time and revest in the Board the administration of the Plan. (d) The term "disinterested person," as used in this Plan, shall mean an administrator of the Plan who has not at any time within one year prior to his or her service as administrator of the Plan received, and who will not during the term of his or her service receive a discretionary grant or award of a stock option or a stock appreciation right under this Plan or any other plan or practice of the Company or any of its affiliates. Any such person 3 5 shall otherwise comply with the requirements of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as from time to time in effect. 3. SHARES SUBJECT TO THE PLAN (a) Subject to the provisions of paragraph 9 relating to adjustments upon changes in stock, the stock that may be sold pursuant to options granted under the Plan shall not exceed in the aggregate One Million Three Hundred Fifty Thousand (1,350,000) shares of the Company's Common Stock. If any option granted under either this Plan shall for any reason expire or otherwise terminate without having been exercised in full, the stock not purchased under such option shall again become available for the Plan. (b) The stock subject to the Plan may be unissued shares or reacquired shares, bought on the market or otherwise. (c) There is no maximum limit on the aggregate fair market value of the stock for which any eligible person may be granted options under this Plan in any calendar year. 4. ELIGIBILITY (a) Options may be granted only to key employees (including officers) of the Company or its Affiliates. A director of the Company shall not be eligible for the benefits of the Plan unless such director is also a key employee (including an officer) of the Company or any Affiliate. (b) A director shall in no event be eligible for the benefits of the Plan unless and until such director is expressly declared eligible to participate in the Plan by action of the Board or the 4 6 Committee, and only if, at any time discretion is exercised by the Board in the selection of a director as a person to whom options may be granted, or in the determination of the number or maximum number of shares which may be covered by options granted to a director, a majority of the Board and a majority of the directors acting in such matter are disinterested persons, as defined in subparagraph 2(d). The Board shall otherwise comply with the requirements of Rule 16b-3 promulgated under the Exchange Act, as from time to time in effect. (c) No person shall be eligible for the grant of an option under the Plan if, at the time of grant, such person owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any of its Affiliates unless the option price is at least one hundred ten percent (110%) of the fair market value of such stock at the date of grant and the term of the option does not exceed five (5) years from the date of grant. 5. OPTION PROVISIONS Each option shall be in such form and shall contain such terms and conditions as the Board or the Committee shall deem appropriate. The provisions of separate options need not be identical, but each option shall include (through incorporation of provisions hereof by reference in the option or otherwise) the substance of each of the following provisions: (a) The term of any option shall not be greater than ten (10) years from the date it was granted. 5 7 (b) The exercise price of each option shall be not less than eighty-five percent (85%) of the fair market value of the stock subject to the option on the date the option is granted. (c) The purchase price of stock acquired pursuant to an option shall be paid, to the extent permitted by applicable statutes and regulations, either (i) in cash at the time the option is exercised, or (ii) at the discretion of the Board or the Committee, either at the time of grant or exercise of the option (A) by delivery to the Company of other Common Stock of the Company, (B) according to a deferred payment or other arrangement (which may include, without limiting the generality of the foregoing, the use of other Common Stock of the Company) with the person to whom the option is granted or to whom the option is transferred pursuant to subparagraph 5(d), or (C) in any other form of legal consideration that may be acceptable to the Board or the Committee. (d) An option shall not be transferable except by will or by the laws of descent and distribution, and shall be exercisable during the lifetime of the person to whom the option is granted only by such person. (e) The total number of shares of stock subject to an option may, but need not, be allotted in periodic installments (which may, but need not, be equal). From time to time during each of such installment periods, the option may be exercised with respect to some or all of the shares allotted to that period, and/or with respect to some or all of the shares allotted to any prior period 6 8 as to which the option was not fully exercised. During the remainder of the term of the option (if its term extends beyond the end of the installment periods), the option may be exercised from time to time with respect to any shares then remaining subject to the option. The provisions of this subparagraph 5(e) are subject to any option provisions governing the minimum number of shares as to which an option may be exercised. (f) The Company may require any optionee, or any person to whom an option is transferred under subparagraph 5(d), as a condition of exercising any such option: (1) to give written assurances satisfactory to the Company as to the optionee's knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and business matters that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising the option; and (2) to give written assurances satisfactory to the Company stating that such person is acquiring the stock subject to the option for such person's own account and not with any present intention of selling or otherwise distributing the stock. These requirements, and any assurances given pursuant to such requirements, shall be inoperative if (i) the issuance of the shares upon the exercise of the option has been registered under a then currently effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), or (ii), as to any particular requirement, a determination is made by 7 9 counsel for the Company that such requirement need not be met in the circumstances under the then applicable securities laws. (g) An option shall terminate three (3) months after termination of the optionee's employment with the Company or an Affiliate, unless (i) the termination of employment of the optionee is due to such person's permanent and total disability, within the meaning of Section 422(c)(6) of the Code, in which case the option shall provide that it may be exercised at any time within one (1) year following such termination of employment; or (ii) the optionee dies while in the employ of the Company or an Affiliate, or within not more than three (3) months after termination of such employment, in which case the option shall provide that it may be exercised at any time within eighteen (18) months following the death of the optionee by the person or persons to whom the optionee's rights under such option pass by will or by the laws of descent and distribution; or (iii) the option by its terms specifies either (a) that it shall terminate sooner than three (3) months after termination of the optionee's employment, or (b) that it may be exercised more than three (3) months after termination of the optionee's employment with the Company or an Affiliate. This subparagraph 5(g) shall not be construed to extend the term of any option or to permit anyone to exercise the option after expiration of its term, nor shall it be construed to increase the number of shares as to which any option is exercisable from the amount exercisable on the date of termination of the optionee's employment. 8 10 (h) The option may, but need not, include a provision whereby the optionee may elect at any time during the term of his or her employment with the Company or any Affiliate to exercise the option as to any part or all of the shares subject to the option prior to the stated vesting date of the option or of any installment or installments specified in the option. Any shares so purchased from any unvested installment or option may be subject to a repurchase right in favor of the Company or to any other restriction the Board or the Committee determines to be appropriate. 6. COVENANTS OF THE COMPANY (a) During the terms of the options granted under the Plan, the Company shall keep available at all times the number of shares of stock required to satisfy such options. (b) The Company shall seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required to issue and sell shares of stock upon exercise of the options granted under the Plan; provided, however, that this undertaking shall not require the Company to register under the Securities Act either the Plan, any option granted under the Plan or any stock issued or issuable pursuant to any such option. If, after reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency the authority which counsel for the Company deems necessary for the lawful issuance and sale of stock under the Plan, the Company shall be relieved from any liability for failure to issue and sell stock upon exercise of such options unless and until such authority is 9 11 obtained. 7. USE OF PROCEEDS FROM STOCK Proceeds from the sale of stock pursuant to options granted under the Plan shall constitute general funds of the Company. 8. MISCELLANEOUS (a) The Board or the Committee shall have the power to accelerate the time during which an option may be exercised of the time during which an option or any portion thereof will vest pursuant to subparagraph 5(e), notwithstanding the provisions in the option stating the time during which it may be exercised or the time during which it will vest. (b) Neither an optionee nor any person to whom an option is transferred under subparagraph 5(d) shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares subject to such option unless and until such person has satisfied all requirements for exercise of the option pursuant to its terms. (c) Throughout the term of any option granted pursuant to the Plan, the Company shall make available to the holder of such option, not later than one hundred twenty (120) days after the close of each of the Company's fiscal years during the option term, upon request, such financial and other information regarding the Company as comprises the annual report to the shareholders of the Company provided for in the bylaws of the Company. (d) Nothing in the Plan or any instrument executed or option granted pursuant thereto shall confer upon any eligible person or 10 12 optionee any right to continue in the employ of the Company or any Affiliate or shall affect the right of the Company or any Affiliate to terminate the employment of any eligible person or optionee with or without cause. 9. ADJUSTMENTS UPON CHANGES IN STOCK (a) If Any change is made in the stock subject to the Plan, or subject to any option granted under the Plan (through merger, consolidation, reorganization, recapitalization, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or otherwise), the Plan and outstanding options will be appropriately adjusted in the class(es) and maximum number of shares subject to the Plan and the class(es) and number of shares and price per share of stock subject to outstanding options. (b) In the event of (1) a dissolution or liquidation of the Company; (2) a merger or consolidation in which the Company is not the surviving corporation; (3) a reverse merger in which the Company is the surviving corporation but the shares of the Company's common stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise; or (4) any other capital reorganization in which more than fifty percent (50%) of the shares of the Company entitled to vote are exchanged, then, at the sole discretion of the Board and to the extent permitted by applicable law (i) any surviving corporation shall assume any options outstanding under the Plan or shall substitute similar 11 13 options for those outstanding under the Plan, or (ii) the time during which such options may be exercised shall be accelerated and the options terminated if not exercised prior to such event, or (iii) such options shall continue in full force and effect. 10. AMENDMENT OF THE PLAN (a) The Board at any time, and from time to time, may amend the Plan. However, except as provided in paragraph 9 relating to adjustments upon changes in stock, no amendment shall be effective unless approved by the vote or written consent of a majority of the outstanding shares of the Company entitled to vote within twelve (12) months before or after the adoption of the amendment, where the amendment will: (i) Increase the number of shares reserved for options under the Plan; (ii) Materially modify the requirements as to eligibility for participation in the Plan; or (iii) Materially increase the benefits accruing to participants under the Plan. (b) Rights and obligations under any option granted before amendment of the Plan shall not be altered or impaired by any amendment of the Plan, except with the consent of the person to whom the option was granted. 11. TERMINATION OR SUSPENSION OF THE PLAN (a) The Board may suspend or terminate the Plan at any time. Unless sooner terminated, the Plan shall terminate on October 12, 1997. No options may be granted under the Plan while the Plan is 12 14 suspended or after it is terminated. (b) Rights and obligations under any option granted while the Plan is in effect shall not be altered or impaired by suspension or termination of the Plan, except with the consent of the person to whom the option was granted. 12. EFFECTIVE DATES (a) The Plan shall become effective as determined by the Board, but no options granted under the Plan shall be exercised unless and until the Plan has been approved by the vote or written consent of the holders of a majority of the outstanding shares of the Company entitled to vote. (b) The 1991 amendments to the Plan shall become effective as of the date of shareholder approval and adoption of the Plan, as amended and restated, with the exception of the amendments contained in subparagraphs 2(c) and (d), which shall become effective as of September 1, 1992. 13 EX-99.C 7 GATES/FA 1993 STOCK OPTION PLAN FOR OUSTIDE DIRS. 1 Exhibit 99(c) 2 EXHIBIT 99(c) GATES/FA DISTRIBUTING, INC. 1993 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS 1. Purpose. The purpose of the Gates/FA Distributing Inc. 1993 Stock Option Plan for Outside Directors (the "Plan") is to advance the interests of Gates/FA Distributing, Inc. (the "Company") by encouraging ownership of the Company's $.01 par value common stock (the "Common Stock") by non-employee directors of the Company, thereby giving such directors an increased incentive to devote their efforts to the success of the Company. 2. Administration. Grants of options under this Plan are automatic. This Plan is intended to be a "formula plan" as recognized by Rule 16b-3(e)(2)(ii) promulgated under the Securities Exchange Act of 1934, as amended and shall be interpreted accordingly. 3. Eligibility. Except as provided otherwise in this paragraph 3, options under the Plan shall be granted in accordance with paragraph 5 to each member of the Company's Board of Directors who is not an employee of the Company ("Outside Director"), provided that shares of the Company's Common Stock remain available for grant hereunder in accordance with paragraph 4. In the event that a new Outside Director is appointed by the Board of Directors to fill a directorship position, the new Outside Director shall not be eligible for an option grant until elected as a director by the stockholders of the Company. A person to whom an option is granted under the Plan shall be referred to hereinafter as a "Grantee". 4. Shares Subject to Plan. The shares subject to the Plan shall be authorized but unissued or reacquired shares of the Company's Common Stock. Subject to adjustment in accordance with the provisions of paragraph 6 of the Plan, the maximum number of shares of Common Stock for which options may be granted under the Plan shall be 90,000, and the initial adoption of the Plan by the Board of Directors of the Company shall constitute a reservation of 90,000 authorized but unissued, or reacquired, shares of Common Stock for issuance only upon the exercise of options granted under the Plan. In the event that any outstanding option granted 3 under the Plan for any reason expires or is terminated prior to the end of the period during which options may be granted under the Plan, the shares of Common Stock allocable to the unexercised portion of such option may again be subject in whole or in part to any option granted under the Plan. 5. Terms and Conditions of Options. Options granted pursuant to the Plan shall be evidenced by Stock Option Agreements in such form as shall comply with and be subject to the following terms and conditions: (a) Grant. Each Outside Director who is serving in such capacity as of the day following the 1993 annual meeting of the Company's shareholders ("Annual Meeting") shall be granted an option to purchase 5,000 shares of the Company's Common Stock, subject to adjustment as provided in Section 6. As of the day following each subsequent Annual Meeting, each Outside Director who is serving in such capacity as of such date shall be granted an option to purchase 5,000 shares of Common Stock, subject to adjustment pursuant to Section 6. If the shares of Common Stock are not available under this Plan to grant to Outside Directors the full amount of a grant contemplated by the immediately preceding paragraph, then each Outside Director shall receive an option to purchase shares of Common Stock in an amount equal to the number of shares of Common Stock then available under the Plan divided by the number of Outside Directors as of the day following the applicable Annual Meeting. Fractional shares shall be ignored and not granted. If at an Annual Meeting (and during the term of this Plan) there are not sufficient shares of Common Stock available under the Plan to grant each Outside Director an option to purchase the full amount of shares of Common Stock, the provisions of this paragraph shall apply. If during the term of this Plan, additional shares of Common Stock become available for grant (e.g., because of the forfeiture or lapse of an option) each person who was both an Outside Director during such Annual Meeting and on the date the additional shares of Common Stock become available ("Continuing Outside Director") shall receive an additional option to 2 4 purchase shares of Common Stock. The number of available shares shall be divided equally among the options granted to the Continuing Outside Directors. However, the aggregate number of shares of Common Stock subject to the Continuing Outside Director's new option and any prior option granted to the Continuing Outside Director during the applicable Annual Meeting shall not exceed 5,000 shares of Common Stock (subject to adjustment pursuant to paragraph 6). If Outside Directors have not received the full amount of shares of Common Stock during two or more Annual Meetings, available options shall be granted beginning with the earliest Annual Meeting. (b) Option Price. The option price for each option granted under the Plan shall be the Fair Market Value (as defined below) of the shares of Common Stock subject to the option on the date of grant of the option. For purposes of the Plan, the "Fair Market Value" of the shares of Common Stock shall mean the closing "asked" price of the shares in the over-the-counter market on the day on which such value is to be determined or, if such "asked" price is not available, the last sales price on such day or, if no shares were traded on such day, on the next preceding day on which the shares were traded, as reported by the National Association of Securities Dealers Automatic Quotation System (NASDAQ) or other national quotation service. If the shares are listed on a national securities exchange, "Fair Market Value" means the closing price of the shares on such national securities exchange on the day on which such value is to be determined or, if no shares were traded on such day, on the next preceding day on which shares were traded, as reported by National Quotation Bureau, Inc. or other national quotation service. (c) Medium and Time of Payment. The option price shall be payable in full upon the exercise of an option in cash, by check, in shares of Common Stock already held by the Grantee or any combination thereof. In the event that all or part of the option price is paid in shares of Common Stock, the value of such shares shall be equal to the Fair Market Value of such shares on the date of exercise of the option (determined as provided in paragraph 5(b) of the Plan), and the Grantee shall deliver to the Company a certificate or certificates representing such 3 5 shares duly endorsed to the Company or accompanied by a duly-executed separate instrument of transfer satisfactory to the Board of Directors. (d) Term. Each option granted under the Plan shall, to the extent not previously exercised, terminate and expire on the date five years after the date of grant of the option, unless earlier terminated as provided hereinafter in Section 5(g). (e) Exercisability. Six months after the option is granted, the option may be exercised from time to time, in whole or in part. (f) Method of Exercise. All options granted under the Plan shall be exercised by an irrevocable written notice directed to the Secretary of the Company at the Company's principal place of business. Such written notice shall specify the form of payment made by the Grantee or his successor as provided by paragraph 5(c) of the Plan and shall be accompanied by payment in full of the option price for the shares for which such option is being exercised. The Company shall make delivery of certificates representing the shares for which an option has been exercised within a reasonable period of time; provided, however, that if any law, regulation or agreement requires the Company to take any action with respect to the shares for which an option has been exercised before the issuance thereof, then the date of delivery of such shares shall be extended for the period necessary to take such action. Certificates representing shares for which options are exercised under the Plan may bear such restrictive legends as may be necessary or desirable in order to comply with applicable federal and state securities laws. Nothing contained in this Plan shall be construed to require the Company to register any shares of Common Stock underlying options granted under this Plan. (g) Effect of Termination of Directorship or Death (i) Termination of Directorship. Upon termination of the directorship of any Grantee with the Company for any reason other than for cause, the option held by the Grantee under the Plan shall terminate one year following the date of 4 6 the Grantee's termination or, if earlier, on the date of expiration of the option as provided by paragraph 5(d) of the Plan. If the Grantee exercises the option after termination of the Grantee's directorship, the Grantee may exercise the option only with respect to the shares which were otherwise exercisable on the termination date of the Grantee's directorship. Such exercise shall otherwise be subject to the terms and conditions of the Plan. If the Outside Director's membership on the Board of Directors is terminated for cause, all options granted to such Outside Director shall expire upon such termination. (ii) Death. In the event of the death of a Grantee, the Grantee's personal representatives, heirs or legatees (the "Grantee's Successors") may exercise the option held by the Grantee on the date of his death, to the extent then exercisable, upon proof satisfactory to the Company of their authority. The Grantee's Successors must exercise any such option within one year after the date of the Grantee's death and in any event prior to the date on which the option expires as provided by paragraph 5(e) of the Plan. Such exercise otherwise shall be subject to the terms and conditions of the Plan. (h) Nonassignability of Option Rights. No option shall be assignable or transferable by the Grantee except by will, by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined in Title I of ERISA and the Internal Revenue Code of 1986. During the lifetime of the Grantee, the option shall be exercisable only by the Grantee. (i) Rights as Stockholder. Neither the Grantee nor the Grantee's Successors shall have rights as a stockholder of the Company with respect to shares of Common Stock covered by the Grantee's option until the Grantee or the Grantee's Successors become the holder of record of such shares. (j) No Options in Certain Cases. No options shall be granted except within a period of three years after the effective date of the Plan. 5 7 6. Adjustments (a) If any change is made in the stock subject to the Plan, or subject to any option granted under the Plan (through merger, consolidation, reorganization, recapitalization, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or otherwise), the Plan and outstanding options will be automatically and appropriately adjusted including the maximum number of shares subject to the Plan and the number of shares and price per share of stock subject to outstanding options. (b) In the event of: (1) a dissolution or liquidation of the Company; (2) a merger or consolidation in which the Company is not the surviving corporation; (3) a reverse merger in which the Company is the surviving corporation but the shares of the Company's common stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise; or (4) any other capital reorganization in which more than fifty percent (50%) of the shares of the Company entitled to vote are exchanges, then any surviving corporation shall assume any options outstanding under the Plan or shall substitute similar options for those outstanding under the Plan. If there is no surviving corporation, all outstanding options shall continue in full force and effect. 7. Effective Date and Termination of Plan (a) Effective Date. The Plan shall become effective as of the day following the 1993 Annual Meeting, provided that the stockholders of the Company shall approve the Plan during the 1993 Annual Meeting. (b) Termination. The Plan shall terminate four years after its effective date, but the Board of Directors may terminate the Plan at any time prior to such date. Termination of the Plan shall not alter or impair any of the rights or obligations under any option theretofore granted under the Plan unless the Grantee shall so consent. 6 8 8. Application Funds. The proceeds received by the Company from the sale of shares of Common Stock pursuant to options granted under the Plan may be used for general corporate purposes. 9. No Obligation to Exercise Options. The granting of an option shall impose no obligation upon the Grantee to exercise such option. 10. Amendment. The Board of Directors of the Company by majority vote may amend the Plan; provided, however, that without the approval of the stockholders of the Company, no such amendment shall change: (a) The maximum number of shares of Common Stock as to which options may be granted under the Plan (except by operation of the adjustment provisions of the Plan); or (b) The date on which the Plan will terminate as provided by paragraph 7(b) of the Plan; or (c) The number of shares of Common Stock subject to each option; or (d) The option price as provided under paragraph 5(b) of the Plan; or (e) The provisions of paragraph 3 of the Plan relating to the determination of Outside Directors to whom options may be granted; or (f) The provisions of the Plan in such a manner so as to increase materially (within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended) the benefits accruing under the Plan. The provisions of the Plan determining (i) the persons eligible to receive grants of options, (ii) the timing of option grants, (iii) the number of shares subject to options, (iv) the exercise price of options, (v) the periods during which options are exercisable, and (vi) the dates on which options terminate, may not be amended more than once every six months other than to comport with changes in the Internal Revenue Code, the Employee Retirement Income Security Act of 1974, or the rules thereunder. 7 9 Any amendment to the Plan shall not, without the written consent of the Grantee, affect such Grantee's rights under any option theretofore granted to such Grantee. 8 EX-99.D 8 OPTION TO PURCHASE 6,100 SHARES - JAMES G. FOODY 1 Exhibit 99(d) 2 Exhibit 99(d) Optionee: James G. Foody Effective Date: December 17, 1992 Certificate No.: NQ11 OPTION TO PURCHASE COMMON SHARES OF GATES/FA DISTRIBUTING, INC. Option to Purchase 6,100 Common Shares VOID AFTER 5:00 P.M., JULY 23, 1998, AS PROVIDED HEREIN Gates/FA Distributing, Inc. (the "Company"), intending to be legally bound, hereby grants to the Optionee named above an option (the "Option" or "Options") to purchase all or any part of an aggregate of 6,100 Common Shares, $.01 par value ("Option Shares") of the Company. 6. The Option shares may be purchased pursuant to this Option at a price of $8.69 per share, subject to adjustment as hereinafter provided. 7. This Option shall be exercisable on July 23, 1993, and shall expire at 5:00 p.m. Eastern Time on July 23, 1998 (the "Expiration" date). 8. This Option may be exercised in whole or in part, from time to time, in lots of not less than Fifty (50) Common Shares. To exercise this option, or any part hereof, the Optionee shall (i) surrender this Option Certificate to the Company at its principal office; (ii) deliver a notice (the "Exercise Notice") specifying the number of Option Shares to be purchased; (iii) pay the full purchase price for the Option Shares to be purchased, by certified or bank cashier's check to the order of the Company; and (iv) furnish to the Company such other instruments or documents as its legal counsel may reasonably require. If less than all Option Shares are purchased, the Company will issue, in addition to the Option Shares, a certificate evidencing the number of Option Shares still covered by this option, or shall mark notation on this Option Certificate setting forth the number of Option Shares remaining unexercised. 9. (a) The aggregate of shares of Common Stock with respect to which Options may be granted hereunder and the number of shares of Common Stock subject to each outstanding Option, may all be appropriately adjusted, as the Board of Directors may determine, for any increase or decrease in the number of shares of issued Common Stock of the Company resulting from a subdivision or consolidation of shares whether through reorganization, payment of a share dividend or other increase or decrease in the number of such shares outstanding effected without receipt of consideration by the Company; provided, however, that no adjustment in the number of shares subject to outstanding Options shall be made in the event, and then only to the extent, that such adjustment together with all respective prior adjustments which were not made as a result of this provision, involves a net change of more than ten percent with respect to each outstanding Option from the respective number of shares of Common Stock subject thereto on the date of grant thereof. (b) Subject to any required action by the stockholders, if the Company shall be a party to a transaction involving a sale of substantially all its assets, a merger or a consolidation, any Option granted hereunder shall pertain to and apply to the securities to which a holder of the number of shares of Common Stock subject to the Option would have been entitled if he actually owned the stock 3 subject to the Option immediately prior to the time any such transaction became effective; provided, however, that all unexercised Options may be cancelled by the Company as of the effective date of any such transaction by exercise, during the 30-day period preceding the effective date of such transaction of all partly or wholly unexercised Options in full (without regard to installment exercise limitations). 10. Rights Prior to Exercise of Option: The Option is not transferable except as provided in paragraph 6 hereof, and during the lifetime of the Optionee is exercisable only by the Optionee; the Optionee shall have no rights as a stockholder until the date of delivery of a stock certificate for such shares. 11. Termination of Option: In the event an Optionee shall cease to be a member of the Board of Directors of the Company for any reason other than death, the Optionee shall have the right to exercise his Option at any time within three months after such cessation, but only as to such number of shares as to which his option was exercisable at the date of such cessation. Notwithstanding the provisions of the preceding sentence, (i) if cessation of membership on the Board of Directors occurs by reason of the disability (within the meaning of Section 105(d)(4) of the Internal Revenue Code), such three month period shall be extended to six months; and (ii) if Optionee resigns or is removed from the Board of Directors at the request of the Company fur substantial cause, the participant's right to exercise his Option shall terminate at the time such removal is effective. For purposes of this provision, substantial cause shall include: (i) the commission of a criminal act against, or in derogation of the interest of the Company; (ii) divulging confidential information about the Company to the public; (iii) interference with the relationship between the Company and any supplier, client, customer or similar person; or (iv) the performance of any similar action that the Board of Directors, in its sole discretion may deem to be sufficiently injurious to the interest of the Company to constitute substantial cause for termination. If the Optionee dies while a member of the Board of Directors of the Company or its subsidiaries or within three months after his resignation, his estate, personal representative or the person that acquires his Option by bequest or inheritance or by reason of his death shall have the right to exercise his Option at any time within six months from the date of his death, but only as to the number of shares as to which his Option was exercisable on the date of his death. In any such event, unless so exercised within the period as aforesaid, the Option shall terminate at the expiration of said period. 12. Binding Effect: This Option shall be binding upon the parties hereto, and their heirs, executors, administrators, successors and assigns. GATES/FA DISTRIBUTING, INC. /s/ Philip D. Ellett --------------------------- Philip D. Ellett President/CEO /s/ Susan F. Smith --------------------------- Susan F. Smith Secretary EX-99.E 9 OPTION TO PURCHASE 6,100 SHARES - IRWIN LIEBER 1 Exhibit 99(e) 2 Exhibit 99(e) Optionee: Irwin Lieber Effective Date: December 17, 1992 Certificate No.: NQ12 OPTION TO PURCHASE COMMON SHARES OF GATES/FA DISTRIBUTING, INC. Option to Purchase 6,100 Common Shares VOID AFTER 5:00 P.M., JULY 23, 1998, AS PROVIDED HEREIN Gates/FA Distributing, Inc. (the "Company"), intending to be legally bound, hereby grants to the Optionee named above an option (the "Option" or "Options") to purchase all or any part of an aggregate of 6,100 Common Shares, $.01 par value ("Option Shares") of the Company. 13. The Option shares may be purchased pursuant to this Option at a price of $8.69 per share, subject to adjustment as hereinafter provided. 14. This Option shall be exercisable on July 23, 1993, and shall expire at 5:00 p.m. Eastern Time on July 23, 1998 (the "Expiration" date). 15. This Option may be exercised in whole or in part, from time to time, in lots of not less than Fifty (50) Common Shares. To exercise this option, or any part hereof, the Optionee shall (i) surrender this Option Certificate to the Company at its principal office; (ii) deliver a notice (the "Exercise Notice") specifying the number of Option Shares to be purchased; (iii) pay the full purchase price for the Option Shares to be purchased, by certified or bank cashier's check to the order of the Company; and (iv) furnish to the Company such other instruments or documents as its legal counsel may reasonably require. If less than all Option Shares are purchased, the Company will issue, in addition to the Option Shares, a certificate evidencing the number of Option Shares still covered by this option, or shall mark notation on this Option Certificate setting forth the number of Option Shares remaining unexercised. 16. (a) The aggregate of shares of Common Stock with respect to which Options may be granted hereunder and the number of shares of Common Stock subject to each outstanding Option, may all be appropriately adjusted, as the Board of Directors may determine, for any increase or decrease in the number of shares of issued Common Stock of the Company resulting from a subdivision or consolidation of shares whether through reorganization, payment of a share dividend or other increase or decrease in the number of such shares outstanding effected without receipt of consideration by the Company; provided, however, that no adjustment in the number of shares subject to outstanding Options shall be made in the event, and then only to the extent, that such adjustment together with all respective prior adjustments which were not made as a result of this provision, involves a net change of more than ten percent with respect to each outstanding Option from the respective number of shares of Common Stock subject thereto on the date of grant thereof. (b) Subject to any required action by the stockholders, if the Company shall be a party to a transaction involving a sale of substantially all its assets, a merger or a consolidation, any Option granted hereunder shall pertain to and apply to the securities to which a holder of the number of shares of Common Stock subject to the Option would have been entitled if he actually owned the stock 3 subject to the Option immediately prior to the time any such transaction became effective; provided, however, that all unexercised Options may be cancelled by the Company as of the effective date of any such transaction by exercise, during the 30-day period preceding the effective date of such transaction of all partly or wholly unexercised Options in full (without regard to installment exercise limitations). 17. Rights Prior to Exercise of Option: The Option is not transferable except as provided in paragraph 6 hereof, and during the lifetime of the Optionee is exercisable only by the Optionee; the Optionee shall have no rights as a stockholder until the date of delivery of a stock certificate for such shares. 18. Termination of Option: In the event an Optionee shall cease to be a member of the Board of Directors of the Company for any reason other than death, the Optionee shall have the right to exercise his Option at any time within three months after such cessation, but only as to such number of shares as to which his option was exercisable at the date of such cessation. Notwithstanding the provisions of the preceding sentence, (i) if cessation of membership on the Board of Directors occurs by reason of the disability (within the meaning of Section 105(d)(4) of the Internal Revenue Code), such three month period shall be extended to six months; and (ii) if Optionee resigns or is removed from the Board of Directors at the request of the Company fur substantial cause, the participant's right to exercise his Option shall terminate at the time such removal is effective. For purposes of this provision, substantial cause shall include: (i) the commission of a criminal act against, or in derogation of the interest of the Company; (ii) divulging confidential information about the Company to the public; (iii) interference with the relationship between the Company and any supplier, client, customer or similar person; or (iv) the performance of any similar action that the Board of Directors, in its sole discretion may deem to be sufficiently injurious to the interest of the Company to constitute substantial cause for termination. If the Optionee dies while a member of the Board of Directors of the Company or its subsidiaries or within three months after his resignation, his estate, personal representative or the person that acquires his Option by bequest or inheritance or by reason of his death shall have the right to exercise his Option at any time within six months from the date of his death, but only as to the number of shares as to which his Option was exercisable on the date of his death. In any such event, unless so exercised within the period as aforesaid, the Option shall terminate at the expiration of said period. 19. Binding Effect: This Option shall be binding upon the parties hereto, and their heirs, executors, administrators, successors and assigns. GATES/FA DISTRIBUTING, INC. /s/ Philip D. Ellett --------------------------- Philip D. Ellett President/CEO /s/ Susan F. Smith --------------------------- Susan F. Smith Secretary EX-99.F 10 OPTION TO PURCHASE 6,100 SHARES- CHARLES A. LUTHER 1 Exhibit 99(f) 2 Exhibit 99(f) Optionee: Charles A. Luther Effective Date: December 17, 1992 Certificate No.: NQ10 OPTION TO PURCHASE COMMON SHARES OF GATES/FA DISTRIBUTING, INC. Option to Purchase 6,100 Common Shares VOID AFTER 5:00 P.M., JULY 23, 1998, AS PROVIDED HEREIN Gates/FA Distributing, Inc. (the "Company"), intending to be legally bound, hereby grants to the Optionee named above an option (the "Option" or "Options") to purchase all or any part of an aggregate of 6,100 Common Shares, $.01 par value ("Option Shares") of the Company. 20. The Option shares may be purchased pursuant to this Option at a price of $8.69 per share, subject to adjustment as hereinafter provided. 21. This Option shall be exercisable on July 23, 1993, and shall expire at 5:00 p.m. Eastern Time on July 23, 1998 (the "Expiration" date). 22. This Option may be exercised in whole or in part, from time to time, in lots of not less than Fifty (50) Common Shares. To exercise this option, or any part hereof, the Optionee shall (i) surrender this Option Certificate to the Company at its principal office; (ii) deliver a notice (the "Exercise Notice") specifying the number of Option Shares to be purchased; (iii) pay the full purchase price for the Option Shares to be purchased, by certified or bank cashier's check to the order of the Company; and (iv) furnish to the Company such other instruments or documents as its legal counsel may reasonably require. If less than all Option Shares are purchased, the Company will issue, in addition to the Option Shares, a certificate evidencing the number of Option Shares still covered by this option, or shall mark notation on this Option Certificate setting forth the number of Option Shares remaining unexercised. 23. (a) The aggregate of shares of Common Stock with respect to which Options may be granted hereunder and the number of shares of Common Stock subject to each outstanding Option, may all be appropriately adjusted, as the Board of Directors may determine, for any increase or decrease in the number of shares of issued Common Stock of the Company resulting from a subdivision or consolidation of shares whether through reorganization, payment of a share dividend or other increase or decrease in the number of such shares outstanding effected without receipt of consideration by the Company; provided, however, that no adjustment in the number of shares subject to outstanding Options shall be made in the event, and then only to the extent, that such adjustment together with all respective prior adjustments which were not made as a result of this provision, involves a net change of more than ten percent with respect to each outstanding Option from the respective number of shares of Common Stock subject thereto on the date of grant thereof. (b) Subject to any required action by the stockholders, if the Company shall be a party to a transaction involving a sale of substantially all its assets, a merger or a consolidation, any Option granted hereunder shall pertain to and apply to the securities to which a holder of the number of shares of Common Stock subject to the Option would have been entitled if he actually owned the stock 3 subject to the Option immediately prior to the time any such transaction became effective; provided, however, that all unexercised Options may be cancelled by the Company as of the effective date of any such transaction by exercise, during the 30-day period preceding the effective date of such transaction of all partly or wholly unexercised Options in full (without regard to installment exercise limitations). 24. Rights Prior to Exercise of Option: The Option is not transferable except as provided in paragraph 6 hereof, and during the lifetime of the Optionee is exercisable only by the Optionee; the Optionee shall have no rights as a stockholder until the date of delivery of a stock certificate for such shares. 25. Termination of Option: In the event an Optionee shall cease to be a member of the Board of Directors of the Company for any reason other than death, the Optionee shall have the right to exercise his Option at any time within three months after such cessation, but only as to such number of shares as to which his option was exercisable at the date of such cessation. Notwithstanding the provisions of the preceding sentence, (i) if cessation of membership on the Board of Directors occurs by reason of the disability (within the meaning of Section 105(d)(4) of the Internal Revenue Code), such three month period shall be extended to six months; and (ii) if Optionee resigns or is removed from the Board of Directors at the request of the Company fur substantial cause, the participant's right to exercise his Option shall terminate at the time such removal is effective. For purposes of this provision, substantial cause shall include: (i) the commission of a criminal act against, or in derogation of the interest of the Company; (ii) divulging confidential information about the Company to the public; (iii) interference with the relationship between the Company and any supplier, client, customer or similar person; or (iv) the performance of any similar action that the Board of Directors, in its sole discretion may deem to be sufficiently injurious to the interest of the Company to constitute substantial cause for termination. If the Optionee dies while a member of the Board of Directors of the Company or its subsidiaries or within three months after his resignation, his estate, personal representative or the person that acquires his Option by bequest or inheritance or by reason of his death shall have the right to exercise his Option at any time within six months from the date of his death, but only as to the number of shares as to which his Option was exercisable on the date of his death. In any such event, unless so exercised within the period as aforesaid, the Option shall terminate at the expiration of said period. 26. Binding Effect: This Option shall be binding upon the parties hereto, and their heirs, executors, administrators, successors and assigns. GATES/FA DISTRIBUTING, INC. /s/ Philip D. Ellett --------------------------- Philip D. Ellett President/CEO /s/ Susan F. Smith --------------------------- Susan F. Smith Secretary -----END PRIVACY-ENHANCED MESSAGE-----