SYNNEX CORPORATION 2003 STOCK INCENTIVE PLAN NOTICE OF RESTRICTED STOCK UNIT AWARD (AS AMENDED AND RESTATED OCTOBER , 2010)

EX-10.1 2 dex101.htm FORM OF STOCK UNIT AGREEMENT (PERFORMANCE VESTING), AS AMENDED Form of Stock Unit Agreement (performance vesting), as amended

Exhibit 10.1

SYNNEX CORPORATION

2003 STOCK INCENTIVE PLAN

NOTICE OF RESTRICTED STOCK UNIT AWARD

(AS AMENDED AND RESTATED OCTOBER , 2010)

You were granted the following Restricted Stock Units representing Common Stock of SYNNEX Corporation (the “Company”) under the Company’s 2003 Stock Incentive Plan (the “Plan”), on April 29, 2010. This Notice of Restricted Stock Unit Award and the attached Restricted Stock Unit Agreement amend and restate in their entirety the original Notice of Restricted Stock Unit Award and Restricted Stock Unit Agreement pursuant to which the Restricted Stock Units were originally granted, effective October , 2010.


		Name of Participant:

		Total Number of Restricted Stock Units Granted:

		Date of Grant:		April 29, 2010

		Vesting Schedule:		The Restricted Stock Units will vest on the following Vesting Dates subject to satisfaction of the corresponding Vesting Conditions:


Tranche:	Number of Restricted Stock Units		Vesting Date	Vesting Conditions
1 - Performance/ Retention		10,000	Four (4) year anniversary of Date of Grant	5% compound annual growth rate (“CAGR”) in earnings before income and taxes (“EBIT”) from continuing operations in fiscal years ending 11/30/11 through 11/30/13, and continued Service through the Vesting Date

2 – Retention		10,000	Four (4) year anniversary of Date of Grant	Continued Service through the Vesting Date

3 – Performance/ Retention		20,000	Five (5) year anniversary of Date of Grant	5% CAGR in EBIT from continuing operations in fiscal years ending 11/30/11 through 11/30/14, and continued Service through the Vesting Date

4 - Retention		10,000	Five (5) year anniversary of Date of Grant	Continued Service through the Vesting Date

Notwithstanding the foregoing, for each tranche of Restricted Stock Units, upon your separation from service (within the meaning of Section 409A of the Code) due to death or disability (as defined in Treasury Regulation Section 1.409A-3(i)(4)(i)) prior to the Vesting Date, you will become vested in a percentage of your then outstanding Restricted Stock Units determined by dividing (x) the number of days between the Date of Grant and the date of your death or disability, by (y) the number of days between the Date of Grant and the Vesting Date. For this purpose, the Restricted Stock Units will be considered outstanding at the time of your death or disability only if there has not already occurred a failure to satisfy any of Vesting Conditions in the preceding schedule. The balance of the Restricted Stock Units will be forfeited.

The Restricted Stock Units subject to performance vesting conditions are intended to qualify as performance-based compensation under Section 162(m) of the Code. The Committee shall appropriately adjust any evaluation of performance under the foregoing performance criteria to exclude the extraordinary events specified in the Plan consistent with the requirements of Section 162(m).

By your signature and the signature of the Company’s representative below, you and the Company agree that these Restricted Stock Units are granted under and governed by the term and conditions of the Plan and the Restricted Stock Unit Agreement, as amended and restated (the “Agreement”), both of which are attached to and made a part of this document.

By signing this document you further agree that the Company may deliver by e-mail all documents relating to the Plan or this Award (including without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including without limitation, annual reports and proxy statements). You also agree that the Company may deliver these documents by posting them on a website maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a website, it will notify you by e-mail.


[NAME OF PARTICIPANT]				SYNNEX CORPORATION

				By:

				Its:
Print Name

SYNNEX CORPORATION

2003 STOCK INCENTIVE PLAN

STOCK UNIT AGREEMENT

(AS AMENDED AND RESTATED OCTOBER , 2010)


Payment for Restricted Stock Units		No cash payment is required for the Restricted Stock Units you receive. You are receiving the Restricted Stock Units in consideration for Services rendered by you.

Vesting		The Restricted Stock Units that you are receiving will vest as shown in the Notice of Restricted Stock Unit Award. No Restricted Stock Units vest after your Service as an Employee or a Consultant has terminated for any reason.

Forfeiture		If your Service terminates for any reason, then your Award expires immediately as to the number of Restricted Stock Units that have not vested before the termination date and do not vest as a result of termination. This means that the unvested Restricted Stock Units will immediately be cancelled. You receive no payment for Restricted Stock Units that are forfeited. The Company determines when your Service terminates for this purpose and all purposes under the Plan and its determinations are conclusive and binding on all persons.

Leaves of Absence		For purposes of this Award, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave of absence was approved by the Company in writing and if continued crediting of Service is required by the terms of the leave or by applicable law. But your Service terminates when the approved leave ends, unless you immediately return to active work. If you go on a leave of absence, then the vesting schedule specified in the Notice of Stock Unit Award may be adjusted in accordance with the Company’s leave of absence policy or the terms of your leave. If you commence working on a part-time basis, then the vesting schedule specified in the Notice of Stock Unit Award may be adjusted in accordance with the Company’s part-time work policy or the terms of an agreement between you and the Company pertaining to your part-time schedule.

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Nature of Restricted Stock Units		Your Restricted Stock Units are mere bookkeeping entries. They represent only the Company’s unfunded and unsecured promise to issue Shares on a future date. As a holder of Restricted Stock Units, you have no rights other than the rights of a general creditor of the Company.

No Voting Rights or Dividends		Your Restricted Stock Units carry neither voting rights nor rights to dividends. Neither you, nor your estate or heirs, have any rights as a stockholder of the Company unless and until your Restricted Stock Units are settled by issuing Shares. No adjustments will be made for dividends or other rights if the applicable record date occurs before your Shares are issued, except as described in the Plan.

Restricted Stock Units Nontransferable		You may not sell, transfer, assign, pledge or otherwise dispose of any Restricted Stock Units. For instance, you may not use your Restricted Stock Units as security for a loan. If you attempt to do any of these things, your Restricted Stock Units will immediately become invalid.

Settlement of Restricted Stock Units		Each of your vested Restricted Stock Units will be settled when it vests, unless a valid Deferral Election (as defined below) applies to some or all of your Restricted Stock Units. At the time of settlement, you will receive one Share for each vested Restricted Stock Unit; provided, however, that no fractional Shares will be issued or delivered pursuant to the Plan or this Agreement, and the Committee will determine whether cash will be paid in lieu of any fractional Share or whether such fractional Share and any rights thereto will be canceled, terminated or otherwise eliminated. In addition, the Shares are issued to you subject to the condition that the issuance of the Shares not violate any law or regulation.

Deferral Elections		You may elect to defer the settlement of any Restricted Stock Units that vest pursuant to this Award in accordance with the rules set forth below and any rules and procedures that may hereafter be adopted by the Committee. Such election (“Deferral Election”) may not extend the settlement of the Restricted Stock Units beyond the earlier of (a) 30 days after your separation from service, as defined for purposes of Section 409A of the Code (provided, however, that if you are a “specified employee” as defined under Section 409A of the Code upon your separation from service, your Restricted Stock Units may not be settled prior to the six month anniversary of your separation from service, to the extent required to avoid taxation under Section 409A), or (b) the tenth anniversary of the Date of Grant. Unless otherwise provided by the Committee in accordance

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		with the requirements of Section 409A, Deferral Elections must be in writing, must be received by the Company at its headquarters no later than 30 days following the Date of Grant, must be irrevocable no later than 30 days following the Date of Grant, and will only be effective with respect to Restricted Stock Units that vest at least 12 months following the date that the Deferral Election is made and becomes irrevocable.¹

Withholding Taxes and Stock Withholding		No Shares will be distributed to you unless you have made arrangements acceptable to the Company to pay withholding taxes that may be due as a result of this Award or the settlement of the Restricted Stock Units. These arrangements, at the sole discretion of the Company, may include (a) having the Company withhold taxes from the proceeds of the sale of Shares, either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization, (b) having the Company withhold Shares that otherwise would be distributed to you when the Restricted Stock Units are settled having a Fair Market Value equal to the amount necessary to satisfy the minimum statutory withholding amount, or (c) any other arrangement approved by the Company. The Fair Market Value of any Shares withheld, determined as of the date when taxes otherwise would have been withheld in cash, will be applied as a credit against the withholding taxes. You also authorize the Company, or your actual employer, to satisfy all withholding obligations of the Company or your actual employer with respect to this Award from your wages or other cash compensation payable to you by the Company or your actual employer.

Restrictions on Resale		You agree not to sell any Shares at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale. This restriction will apply as long as your Service continues and for such period of time after the termination of your Service as the Company may specify.

No Retention Rights		Neither your Award nor this Agreement gives you the right to be employed or retained by the Company or a subsidiary of the Company in any capacity. The Company and its subsidiaries reserve the right to terminate your Service at any time, with or without cause.

¹	For purposes of this paragraph, the Date of Grant shall be deemed the date of this amendment and restatement of the Notice of Restricted Stock Unit Award and Restricted Stock Agreement.

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Adjustments		In the event of a stock split, a stock dividend or a similar change in Company Shares, the number of Restricted Stock Units covered by this Award shall be adjusted pursuant to the Plan.

Successors and Assigns		Except as otherwise provided in the Plan or this Agreement, every term of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legatees, legal representatives, successors, transferees and assigns.

Notice		Any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon the earliest of personal delivery, receipt or the third full day following mailing with postage and fees prepaid, addressed to the other party hereto at the address last known in the Company’s records or at such other address as such party may designate by ten (10) days’ advance written notice to the other party hereto.

Section 409A of the Code		This Agreement is intended to comply with Section 409A of the Code, and its provisions shall be interpreted in a manner consistent with such intent. You acknowledge and agree that changes may be made to this Agreement to avoid adverse tax consequences to you under Section 409A.

Applicable Law		This Agreement will be interpreted and enforced under the laws of the State of Delaware (without regard to their choice-of-law provisions).

The Plan and Other Agreements		The text of the Plan is incorporated in this Agreement by reference. Except as otherwise provided, all capitalized terms in this Agreement shall have the meanings assigned to them in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Award. Any prior agreements, commitments or negotiations concerning this Award are superseded. This Agreement may be amended by the Committee without your consent; however, if any such amendment would materially impair your rights or obligations under the Agreement, this Agreement may be amended only by another written agreement, signed by you and the Company.

BY SIGNING THE COVER SHEET OF THIS AGREEMENT,

YOU AGREE TO ALL OF THE TERMS AND CONDITIONS

DESCRIBED ABOVE AND IN THE PLAN.

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