As filed with the Securities and Exchange Commission on August 6 , 2014

 

File No. 333- ________

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549  

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

AVX CORPORATION NO KYOCERA 300DPI

(Exact name of registrant as specified in its charter)

 

 

 

Delaware

 

33 ‑0379007

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. employer identification number)

 

 

 

1 AVX Boulevard, Fountain Inn, South Carolina

 

29644

(Address of principal executive offices)

 

(Zip Code)

 

(864) 967-2150

 

(Registrant ' s telephone number, including area code)

 

 

AVX Corporation 2014 Restricted Stock Unit Plan

(Full Title of the Plans)

 

,   Chief Financial Officer,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Kurt P. Cummings

Vice President ,   Chief Financial Officer,

Treasurer and Secretary

AVX Corporation

1 AVX Boulevard

Fountain Inn, South Carolina 29644

(864) 967-2150

 

Copy to:

Gary C. Ivey

Rebecca Valentino

Alston & Bird LLP

Bank of America Plaza

101 South Tryon Street, Suite 4000

Charlotte, North Carolina 28280-4000

(704) 444-1090

(Name, address, including zip code, and telephone number,   including area code, of agent for service)

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “ large accelerated filer, ”   “ accelerated filer ” and “ smaller reporting company ” in Rule 12b-2 of the Exchange Act.

 

 

Large accelerated filer ☐

Accelerated filer ☒

 

 

Non-accelerated filer  ☐ (Do not check if a smaller reporting company)

Smaller reporting company ☐

 

CALCULATION OF REGISTRATION FEE

3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Title of Securities

to be Registered

  

 

Amount to

be Registered

  

Proposed Maximum

Offering Price

Per Share (1)

  

Proposed Maximum

Aggregate

Offering Price (1)

  

Amount of

Registration Fee

Common Stock $0.01 par value

  

3,000,000 (2)

  

$13. 48

  

$ 40, 44 0 ,000

  

$ 5, 208 . 67

 

(1)

Determined in accordance with Rule 457 ( h), the registration fee calculation is based on the average high and low prices of the Company’s Common Stock reported on the New York Stock Exchange on August 1 , 201 4 .  

(2)

Consists of 3,000,000 shares underlying the potential grants of Restricted Stock Unit Awards under the AVX Corporation 2014 Restricted Stock Unit Plan.  This Registration Statement also includes any additional shares that may hereafter become issuable in accordance with the adjustment and anti-dilution provisions of the Plan.

                 

 

 

 

PART I.

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

(a)   The documents constituting Part I of this Registration Statement with respect to the AVX Corporation 2014 Restricted Stock Unit Plan (the “Plan”) will be sent or given to participants in the Plan as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”).  These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this form, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

 

(b)  Upon written or oral request, AVX Corporation (the “ Company ” ) will provide, without charge, the documents incorporated by reference in Item 3 of Part II of this Registration Statement. The documents are incorporated by reference in the Section 10(a) prospectus. The Company will also provide, without charge, upon written or oral request, other documents required to be delivered to employees pursuant to Rule 428(b). Requests for the above mentioned information, should be directed to Kurt P. Cummings , Corporate Secretary, at the address and telephone number on the cover of this Registration Statement.

 

2

 

 

PART II.

 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

Item 3.  Incorporation of Documents by Reference

 

The following documents filed by the Company with the Securities and Exchange Commission (the “ Commission ” ) pursuant to the Securities Exchange Act of 1934, as amended (the “ Exchange Act ” ) are incorporated by reference into this Registration Statement:

 

(1)  The Company ’ s Annual Report on Form 10-K /A for the fisca l year ended March 31, 201 4 ;  

 

( 2 )  All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since March 31, 201 4 ;

 

( 3 )  The description of Common Stock contained in the Company ’ s Registration Statement filed under Section 12 of the Exchange Act, including all amendments or reports filed for the purpose of updating such description; and

 

( 4 )   All other documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities that remain unsold, which documents shall be deemed to be so incorporated and a part hereof from the date of the filing of such documents.

 

Any statement contained in a document incorporated or deemed incorporated herein by reference shall be deemed to be modified or superseded for the purpose of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is, or is deemed to be, incorporated herein by reference modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

Item 4.  Description of Securities. 

 

Not Applicable.  

 

Item 5.  Interests of Named Experts and Counsel. 

 

Not Applicable.  

 

Item 6.  Indemnification of Directors and Officers

 

Section 145 of the General Corporation Law of the State of Delaware (the “ DGCL ” ) provides that a corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or other enterprise. The indemnity may include expenses (including attorneys ’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such director, officer, employee or agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, for criminal actions and proceedings, had no reasonable cause to believe that his conduct was unlawful. A Delaware corporation may indemnify a director, officer, employee or agent against expenses (including attorney ’ s fees) actually and reasonably incurred in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if such person is adjudged to be lia ble to the corporation. Where a director or officer is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such director or officer actually or reasonably incurred.

3

 

 

 

The Company ’ s Restated Certificate of Incorporation provides that no director of the Company will be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as currently in effect or as the same may hereafter be amended.

 

The Company ’ s   Amended and Restated Bylaws provide for indemnification of the Company ’ s officers and directors to the fullest extent permitted by applicable law.

 

The Company maintains directors ’ and officers ’ liability insurance policies.

 

Item 7.  Exemption from Registration Claimed. 

 

Not Applicable.  

 

Item 8.  Exhibits

 

See Exhibit Index, which is incorporated herein by reference.

 

Item 9.  Undertakings

 

(a)  The undersigned Company hereby undertakes:

 

(1)  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 th e 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 this Registration Statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “ Calculation of Registration Fee ” table in the effective registration statement;

 

(iii)  To include any material information with respect to the plan of distribution not previously disclosed in th e Registration Statement or any material change to such information in th e Registration Statement;

 

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the Registration Statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in th e Registration Statement.

 

(2)  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.

 

(3)  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.

 

4

 

 

(b)  The undersigned Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company ’ s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan ’ s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in th e Registration Statement 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)  Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange 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 Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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.

 

(signatures on following page)

 

5

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Company 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 Fountain Inn , State of South Carolina, on August 6 , 2014 .  

 

 

Ugust

AVX Corporation

by:  /s/ Kurt P. Cummings

KURT P. CUMMINGS

Vice President, Chief Financial Officer, Treasurer and Secretary

Dated:  August 6 , 2014

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

 

 

 

 

Signature

 

Title

Date

 

 

 

 

*

 

Chairman of the Board and Chief Executive Officer

August 6 , 2014

John S. Gilbertson

 

(Principal Executive Officer)

 

 

 

 

 

/s/ Kurt P. Cummings

 

Vice President, Chief Financial Officer, Treasurer and Secretary

August 6 , 2014

Kurt P. Cummings

 

(Principal Financial Officer and Principal Accounting Officer)

 

 

 

 

 

*

 

 

 

Kazuo Inamori

 

Chairman Emeritus of the Board

August 6 , 2014

*

 

 

 

Tetsuo Kuba

 

Director

August 6 , 2014

*

 

 

 

Goro Yamaguchi

 

Director

August 6 , 2014

*

 

 

 

Tatsumi Maeda

 

Director

August 6 , 2014

*

 

 

 

Shoichi Aoki

 

Director

August 6 , 2014

*

 

 

 

Donald B. Christiansen

 

Director

August 6 , 2014

*

 

 

 

David DeCenzo

 

Director

August 6 , 2014

*

 

 

 

Joseph Stach

 

Director

August 6 , 2014

 

 

 

 

* by:  /s/ Kurt P. Cummings

 

          KURT P. CUMMINGS, Attorney ‑in ‑Fact for each of the persons indicated.

 

 

6

 

 

EXHIBIT INDEX

TO

REGISTRATION STATEMENT ON FORM S-8

 

 

 

 

Exhibit Number

 

Description

4.1

 

Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (File Number 33-94310))

4.2

 

By-laws of AVX Corporation as Amended and Restated May 7, 2012 (incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 11, 2012).

5.1

 

Opinion of Alston & Bird LLP

23.1

 

Consent of Alston & Bird LLP (included in Exhibit 5.1)

23.2

 

Consent of PricewaterhouseCoopers LLP

24.1

 

Power of Attorney

99.1

 

AVX Corporation 2014 Restricted Stock Unit Plan

 

 

 

 

 

7

 

Exhibit 5.1

PICTURE 1

 

 

Bank of America Plaza

101 South Tryon Street, Suite 4000

Charlotte, NC  28280-4000

 

704-444-1000

Fax: 704-444-1690

www.alston.com

 

August 6 , 201 4

 

AVX Corporation

1 AVX Boulevard

Fountain Inn, South Carolina 29644

 

   

Re:

Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

We have acted as counsel to AVX Corporation, a Delaware corporation (the “ Company ”), in connection with the filing of the above-referenced Registration Statement (the “ Registration Statement ”) with the Securities and Exchange Commission (the “ Commission ”) to register under the Securities Act of 1933, as amended (the “ Securities Act ”), 3 ,000,000 shares issuable underlying restricted stock units to be awarded under the AVX Corporation 2014 Restricted Stock Unit Plan (the “ 2014 Plan ”) .    S uch shares issuable upon the vesting of restricted stock units under the 2014 Plan are herein referred to collectively as the “ Shares ” .     We are furnishing this opinion letter pursuant to Item 8 of Form S-8 and Item 601(b)(5) of the Commission’s Regulation S-K.

 

We have examined the Restated Certificate of Incorporation of the Company, the Amended and Restated Bylaws of the Company, records of proceedings of the Board of Directors, or committees thereof, and the stockholders of the Company deemed by us to be relevant to this opinion letter, the 2014 Plan , the Registration Statement and other records, agreements, documents, instruments and certificates we deemed necessary for purposes of expressing the opinion set forth herein. We also have made such further legal and factual examinations and investigations as we deemed necessary for purposes of expressing the opinion set forth herein.  In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as original documents and the conformity to original documents of all documents submitted to us as certified, conformed, facsimile, electronic or photostatic copies.

 

As to certain factual matters relevant to this opinion letter, we have relied conclusively upon originals or copies, certified or otherwise identified to our satisfaction, of such records, agreements, documents , instruments and certificates , including certificates or comparable documents of officers of the Company and of public officials, as we have deemed appropriate as a basis for the opinion hereinafter set forth. Except to the extent expressly set forth herein, we have made no independent investigations with regard to matters of fact, and, accordingly, we do not express any opinion as to matters that might have been disclosed by independent verification.

 

Our opinion set forth below is limited to the General Corporation Law of the State of Delaware, applicable provisions of the Constitution of the State of Delaware and reported judicial decisions

 

 

 

interpreting such General Corporation Law and Constitution, and we do not express any opinion herein concerning any other laws.

 

This opinion letter is provided for use solely in connection with the transactions contemplated by the Registration Statement and may not be used, circulated, quoted or otherwise relied upon for any other purpose without our express written consent. The only opinion rendered by us consists of those matters set forth in the sixth paragraph hereof, and no opinion may be implied or inferred beyond the opinion expressly stated.

 

Based upon the foregoing, it is our opinion that the Shares, when issued by the Company in accordance with the terms of the 2014 Plan, will be validly issued, fully paid and non - assessable.

 

We consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

 

 

 

ALSTON & BIRD LLP

 

 

By: /s/ Gary C. Ivey

Gary C. Ivey, Partner

 

 

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated May 21 , 2014 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in AVX Corporation’s Annual Report on Form 10-K for the  year ended March 31, 201 4 .  

 

 

/s/ PricewaterhouseCoopers LLP  

PricewaterhouseCoopers LLP

Atlanta, GA

August 6 , 2014

 

Exhibit 24.1

 

AVX CORPORATION

 

POWER OF ATTORNEY

 

Each of the undersigned directors and officers of AVX Corporation, a Delaware corporation (the "Corporation"), hereby severally constitutes and appoints Kurt Cummings, Michael Hufnagel, and Hollirae Olson, each of them signing singly, to be his Attorney-in-Fact with full power of substitution to act in his name on his behalf to sign and to file with the Securities and Exchange Commission (1) under the Securities Exchange Act of 1934, the Corporation's Annual Report on Form 10-K for the fiscal year ended March 31, 2014 (the “Annual Report”) and (2) under the Securities Act of 1933, Registration Statements on Form S-8 or other appropriate Forms which incorporate by reference the Annual Report (or, for Registration Statements filed prior to the filing of the Annual Report, which incorporate by reference the Corporation’s Annual Report on Form 10-K for the fiscal year ended March 31, 2014) (each a "Registration Statement"), and any and all amendments to any such Registration Statement, for shares of the Corporation's Common Stock, $.01 par value, and other interests therein issuable under each of the following employee benefit plans as the same may be amended from time to time, (i) the AVX Corporation Retirement Plan, (ii) the AVX Corporation 1995 Stock Option Plan, (iii) the AVX Corporation Non-Employee Directors' Stock Option Plan, (iv) the AVX Corporation 2004 Stock Option Plan, (v) the AVX Corporation 2004 Non-Employee Director’s Stock Option Plan, (vi) the AFGWU Local 1028 401(k) Retirement Plan for Employees of AVX Corporation in Raleigh, North Carolina, (vii) the AVX Corporation Nonqualified Supplemental Retirement Plan, (viii) the AVX Corporation 401(k) Plan for Hourly Paid Employees at Myrtle Beach and Conway Plants, (ix) the AVX Corporation 2014 Stock Option Plan, (x) the AVX Corporation 2014 Non-Employee Directors’ Stock Option Plan, and (xi) the AVX Corporation Restricted Stock Unit Plan, and in each case, to execute and deliver any agreements, instruments, certificates or other documents which such person shall deem necessary or proper in connection with the filing of any such Registration Statement or the Annual Report, including any amendments or supplements thereto, and generally to act for and in the name of the undersigned with respect to any such filing as fully as could the undersigned if then personally present and acting.

 

In addition, to act in his name on his behalf to:

 

(a) execute for and on behalf of the undersigned in the undersigned's capacity as an officer and/or director of the Corporation or otherwise, Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

 

(b) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form(s) with the Securities and Exchange Commission and any stock exchange or similar authority, and

 

 

 

 

(c) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to in the interest of the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be on such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion

 

The undersigned hereby grants to each such  attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all  intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Corporation assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

 

This Power of Attorney shall remain in full force and effect unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHERE OF, the undersigned has executed this Power-of-Attorney as of the date set opposite his respective name.

 

 

SIGNATURE

 

TITLE

 

DATE

 

 

 

 

 

 

 

 

/s/ Kazuo Inamori

 

 

Director

 

 

July 23, 201 4

KAZUO INAMORI

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/ John S. Gilbertson

 

 

Director

 

 

July 23, 2014

JOHN S. GILBERTSON

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/ Tetsuo Kuba

 

Director

 

July 23, 2014

TETSUO KUBA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/ Goro Yamaguchi

 

Director

 

July 23, 2014

GORO YAMAGUCHI

 

 

 

 

-   2  -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/ Tatsumi Maeda

 

 

 

Director

 

 

 

July 23, 2014

TATSUMI MAEDA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/ Shoichi Aoki

 

 

Director

 

 

July 23, 2014

SHOICHI AOKI

 

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/ Donald Christiansen

 

Director

 

July 23, 2014

DONALD CHRISTIANSEN

 

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/ Joseph Stach

 

Director

 

July 23, 2014

JOSEPH STACH

 

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/ David Decenzo

 

Director

 

July 23, 2014

DAVID DECENZO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-   3  -

Exhibit 99.1

AVX CORPORATION

201 4 Restricted Stock UNIT PLAN

 

ARTICLE 1

PURPOSE

 

1.1 GENERAL .  The purpose of the AVX Corporation 201 4 Restricted Stock Unit Plan (the “ Plan ” ) is to promote the success, and enhance the value, of AVX Corporation (the “ Corporation ” ), by linking the personal interests of its employees   and directors to those of Corporation shareholders and by providing such persons with an incentive for outstanding performance.  The Plan is further intended to provide flexibility to the Corporation in its ability to motivate, attract, and retain the services of employees   and directors upon whose judgment, interest, and special effort the successful conduct of the Corporation's operation is largely dependent.  Accordingly, the Plan permits the grant of incentive awards from time to time to s elected employees and directors.

 

ARTICLE 2

EFFECTIVE DATE

 

2.1 EFFECTIVE DATE .  The Plan shal l be effective as of the date on which i t is approved by the shareholders of the Corporation (the “Effective Date”) .  In the discretion of the Committee, Awards may be made to Covered Employees which are intended to constitute qualified performance-based compensation under Code Section 162(m). 

 

ARTICLE 3

DEFINITIONS

 

3.1 DEFINITIONS .  When a word or phrase appears in this Plan with the initial letter capitalized, and the word or phrase does not commence a sentence, the word or phrase shall generally be given the meaning ascribed to it in this Section or in Section 1.1 unless a clearly different meaning is required by the context.  The following words and phrases shall have the following meanings:

 

(a) “ Award ” means any Restricted Stock Unit Award granted to a Participant under the Plan.

 

(b) “ Award Agreement ” means any written agreement, contract, or other instrument or document evidencing an Award.

 

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

 

(d) “Cause” as a reason for a Participant’s termination of employment shall have the meaning assigned such term in the employment agreement, if any, between such Participant and the Corporation or an affiliated company, provided, however that if there is no such employment agreement in which such term is defined, “Cause” shall mean any of the following acts by the Participant, as determined by the Board: gross neglect of duty, prolonged absence from duty without the consent of the

 

 

 

Corporation, intentionally engaging in any activity that is in conflict with or adverse to the business or other interests of the Corporation, or willful misconduct, misfeasance or malfeasance of duty which is reasonably determined to be detrimental to the Corporation .

 

(e) “Change of Control” means and includes the occurrence of any one of the following eve nts :

 

(i)  individuals who, at the Effective Date, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director after the Effective Date and whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Corporation in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided ,   however , that no individual initially elected or nominated as a director of the Corporation as a result of an actual or threatened election contest (as described in Rule 14a-11 under the 1934 Act (“Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of any “person” (as such term is defined in Section 3(a)(9) of the 1934 Act and as used in Section 13(d)(3) and 14(d)(2) of the 1934 Act) other than the Board (“Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest, shall be deemed an Incumbent Director;

 

(ii)  any person becomes a “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of securities of the Corporation representing 25% or more of the combined voting power of the Corporation’s then outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”); provided ,   however , that the event described in this paragraph (ii) shall not be deemed to be a Change in Control of the Corporation by virtue of any of the following acquisitions: (A) any acquisition by a person who is on the Effective Date the beneficial owner of 25% or more of the outstanding Company Voting Securities, (B) an acquisition by the Corporation which reduces the number of Company Voting Securities outstanding and thereby results in any person acquiring beneficial ownership of more than 25% of the outstanding Company Voting Securities; provided ,   that if after such acquisition by the Corporation such person becomes the beneficial owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially owned by such person, a Change in Control of the Corporation shall then occur, (C) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any Parent or Subsidiary, (D) an acquisition by an underwriter temporarily holding securities pursuant to an offering of such securities, or (E) an acquisition pursuant to a Non-Qualifying Transaction (as defined in paragraph (iii)); or

 

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(i ii )  the consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Corporation that requires the approval of the Corporation’s stockholders, whether for such transaction or the issuance of securities in the transaction (a “Reorganization”), or the sale or other disposition of all or substantially all of the Corporation’s assets to an entity that is not an affiliate of the Corporation (a “Sale”), unless immediately following such Reorganization or Sale: (A) more than 50% of the total voting power of (x) the corporation resulting from such Reorganization or the corporation which has acquired all or substantially all of the assets of the Corporation (in either case, the “Surviving Corporation”), or (y) if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of 100% of the voting securities eligible to elect directors of the Surviving Corporation (the “Parent Corporation”), is represented by the Corporation Voting Securities that were outstanding immediately prior to such Reorganization or Sale (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Reorganization or Sale), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such Company Voting Securities among the holders thereof immediately prior to the Reorganization or Sale, (B) no person (other than (x) the Corporation, (y) any employee benefit plan (or related trust) sponsored or maintained by the Surviving Corporation or the Parent Corporation, or (z) a person who immediately prior to the Reorganization or Sale was the beneficial owner of 25% or more of the outstanding Company Voting Securities) is the beneficial owner, directly or indirectly, of 25% or more of the total voting power of the outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation), and (C) at least a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) following the consummation of the Reorganization or Sale were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Reorganization or Sale (any Reorganization or Sale which satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”); or

 

(i v )  approval by the stockholders of the Corporation of a complete liquidation or dissolution of the Corporation.

 

(f) “ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

 

(g) “ Committee ” means the Compensation   C ommittee of the Board.

 

(h) “ Corporation ” means AVX Corporation , a Delaware corporation.

 

(i) “ Covered Employee ” means a covered employee as define d in Code Section 162(m)(3) .

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( j ) “ Effective Date ” has the meaning assigned such term in Section 2.1.

 

( k ) “ Fair Market Value ” , on any date, means (i) if the Stock is listed on a securities exchange , the closing sales price on such exchange o n such date or, in the absence of reported sales on such date, the closing sales price on the immediately preceding date on which sales were reported, or (ii) if the Stock is not listed on a securities exchange , Fair Market Value will be determined by such other method as the Committee determines in good faith to be reasonable.

 

( l ) “Good Reason” for a Participant’s termination of employment shall have the meaning assigned such term in the employment agreement, if any, between such Participant and the Corporation or an affiliated company, provided, however that if there is no such employment agreement in which such term is defined, “Good Reason” shall mean any of the following acts by the employer without the consent of the Participant (in each case, other than an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the employer promptly after receipt of notice thereof given by the Participant): (i) the assignment to the Participant of duties materially inconsistent with the Participant's position, authority, duties or responsibilities as in effect on the date the Award is granted, or (ii) a reduction by the employer in the Participant's base salary or benefits as in effect on the date the Award is granted, unless a similar reduction is made in salary and benefits of peer employees.

 

(m) “Incapacity” means any material physical, mental or other disability rendering the participant incapable of substantially performing his services hereunder that is not cured within 180 days of the first occurrence of such incapacity. In the event of any dispute between the Company and the participant as to whether the participant is incapacitated as defined herein, the determination of whether the participant is so incapacitated shall be made by an independent physician selected by the Company’s Board of Directors and the decision of such physician shall be binding upon the Company and the participant.

 

(n) “ Parent ” means a corporation which owns or beneficially owns a majority of the outstanding voting stock or voting power of the Corporation.

 

(o) “ Participant ” means a person who, as an employee or director of the Corporation or any Parent or Subsidiary, has been granted an Award under the Plan.

 

(p) “ Plan ” means the AVX Corporation 201 4 Restricted Stock Unit Plan, as amended from time to time.

 

( q ) “ Restricted Stock Unit Award ” means the right granted to a Participant under Article 7   to receive shares of Stock or the equivalent value in cash or other property if the Committee so provides in the future, which right is subject to certain restrictions and to risk of forfeiture.

 

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( r ) “ Stock ” means the $0.01 par value common stock of the Corporation and such other securities of the Corporation as may be substituted for Stock pursuant to Article 9.

 

( s ) “ Subsidiary ” means any corporation, limited liability company, partnership or other entity of which a majority of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the Corporation.

 

( t ) “ 1933 Act ” means the Securities Act of 1933, as amended from time to time.

 

( u ) “ 1934 Act ” means the Securities Exchange Act of 1934, as amended from time to time.

 

ARTICLE 4

ADMINISTRATION

 

4.1 COMMITTEE .  The Plan shall be administered by the Compensation C ommittee (the “ Committee ” )   of the Board or, at the discretion of the Board from time to time, the Plan may be administered by the Board.  During any time that the Board is acting as administrator of the Plan, it shall have all the powers of the Committee hereunder, and any reference herein to the Committee (other than in this Section 4.1) shall include the Board.

 

4.2 AUTHORITY OF COMMITTEE .  Except as provided below, the Committee has the exclusive power, authority and discretion to:

 

(a) Designate Participants;

 

(b) Determine the type or types of Awards to be granted to each Participant;

 

(c) Determine the number of Awards to be granted and the number of shares of Stock to which an Award will relate;

 

(d) Determine the terms and conditions of any Award granted under the Plan, including but not limited to, the grant price, or purchase price, any restrictions or limitations on the Award, any schedule for lapse of forfeiture restrictions of an Award, and accelerations or waivers thereof, based in each case on such considerations as the Committee in its sole discretion determines;

 

(e) Accelerate the vesting or lapse of restrictions of any outstanding Award, based in each case on such considerations as the Committee in its sole discretion determines;

 

(f) Determine whether, to what extent, and under what circumstances an Award may be settled in cash, Stock, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered;    

 

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(g) Prescribe the form of each Award Agreement, which need not be identical for each Participant;

 

(h) Decide all other matters that must be determined in connection with an Award;

 

(i) Establish, adopt or revise any rules and regulations as it may deem necessary or advisable to administer the Plan;

 

(j) Make all other decisions and determinations that may be required under the Plan or as the Committee deems necessary or advisable to administer the Plan; and

 

(k) Amend the Plan or any Awar d Agreement as provided herein.

 

4. 3 DECISIONS BINDING .  The Committee's interpretation of the Plan, any Awards granted under the Plan, any Award Agreement and all decisions and determinations by the Committee with respect to the Plan are final, binding, and conclusive on all parties.

 

ARTICLE 5

SHARES SUBJECT TO THE PLAN

 

5.1 NUMBER OF SHARES .  Subject to adjustment as provided in Section 9.1, the aggregate number of shares of Stock reserved and available for Awards shall be 3 ,0 00,000 .

 

5.2 LAPSED AWARDS .  To the extent that an Award is canceled, terminates, expires, is forfeited or lapses for any reason, any unissued shares of Stock subject to the Award will be added back to the Plan share reserve and again be available for the grant of an Award under the Plan , and Awards settled in cash will be added back to the Plan share reserve and again be available for the grant of an Award under the Plan.

 

5.3 STOCK DISTRIBUTED .  Any Stock distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Stock, treasury Stock or Stock purchased on the open market.

 

5.4 LIMITATION ON AWARDS .  Notwithstanding any provision in the Plan to the contrary (but subject to adjustment as provided in Section 9.1), the max imum number of Shares that may be subject to Awards granted to any one Participant during any 12-month period shall be 2 5 0,000 .

 

ARTICLE 6

ELIGIBILITY

 

6.1 GENERAL .  Awards may be granted only to individuals who are employees   or directors of the Corporation .

 

ARTICLE 7

RESTRICTED STOCK UNIT AWARDS

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7.1 GRANT OF RESTRICTED STOCK UNITS .  The Committee is authorized to make Awards of Restricted Stock Unit s   to Participants in such amounts and subject to such terms and conditions as may be selected by the Committee.  All Awards of Restricted Stock Unit s shall be evidenced by a Restricted Stock Unit Award Agreement.

 

7.2 ISSUANCE AND RESTRICTIONS .  Restricted Stock Units shall be subject to such restrictions on transferability and other restrictions as the Committee may impose.  These restrictions may lapse separately or in combination at such times, under such circumstances, in such installments, upon the passage of time, satisfaction of performance goals or otherwise, as the Committee determines at the time of the grant of the Award or thereafter. Upon the lapse of such restrictions , or upon a future designated date following the lapse of such restrictions ,   the Restricted Stock Units will be converted to shares of Stock   on a one for one basis (i.e., one Unit equals one share of Stock.)

 

7.3 FORFEITURE .  Except as otherwise determined by the Committee at the time of the grant of the Award or thereafter, upon termination of employment during the applicable restriction period or upon failure to satisfy a performance goal during the applicable restriction period, Restricted Stock Units that are at that time subject to restrictions or forfeiture conditions shall be forfeited; provided, however, that the Committee may provide in any Award Agreement that restrictions or forfeiture conditions relating to Restricted Stock Units will be waived in whole or in part in the event of terminations resulting from specified causes, and the Committee may in other cases waive in whole or in part restrictions or forfeiture conditions relating to Restricted Stock Units .

 

ARTICLE 8

PROVISIONS APPLICABLE TO AWARDS

 

8.1 STAND-ALONE, TANDEM, AND SUBSTITUTE AWARDS .  Awards granted under the Plan may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution for, any other Award granted under the Plan.  If an Award is granted in substitution for another Award, the Committee may require the surrender of such other Award in consideration of the grant of the new Award.  Awards granted in addition to or in tandem with other Awards may be granted either at the same time as or at a different time from the grant of such other Awards.

 

8.2 FORM OF PAYMENT FOR AWARDS .  Subject to the terms of the Plan and any applicable law or Award Agreement, payments or transfers to be made by the Corporation or a Parent or Subsidiary on the grant of an Award may be made in such form as the Committee determines at or after the time of grant, including without limitation, cash, Stock, other Awards, or other property, or any combination, and may be made in a single payment or transfer, in installments, or on a deferred basis, in each case determined in accordance with rules adopted by, and at the discretion of, the Committee.

 

8.3 LIMITS ON TRANSFER .  No right or interest of a Participant in any unvested Award may be pledged, encumbered, or hypothecated to or in favor of any party other than the Corporation or a Parent or Subsidiary, or shall be subject to any lien, obligation,

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or liability of such Participant to any other party other than the Corporation or a Parent or Subsidiary.  No unvested Award shall be assignable or transferable by a Participant other than by will or the laws of descent and distribution or pursuant to a domestic relations order that would satisfy Section 414(p)(1)(A) of the Code if such Section applied to an Award under the Plan.

 

8.4 BENEFICIARIES .  Notwithstanding Section 8.4, a Participant may, in the manner determined by the Committee, designate a beneficiary to exercise the rights of the Participant and to receive any distribution with respect to any Award upon the Participant's death.  A beneficiary, legal guardian, legal representative, or other person claiming any rights under the Plan is subject to all terms and conditions of the Plan and any Award Agreement applicable to the Participant, except to the extent the Plan and Award Agreement otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Committee.  If no beneficiary has been designated or survives the Participant, payment shall be made to the Participant's estate.  Subject to the foregoing, a beneficiary designation may be changed or revoked by a Participant at any time provided the change or revocation is filed with the Committee.

 

8.5 STOCK RESTRICTIONS .  All Stock issuable under the Plan shall be subject to any stop-transfer orders and other restrictions as the Committee deems necessary or advisable to comply with federal or state securities laws, rules and regulations and the rules of any national securities exchange or automated quotation system on which the Stock is listed, quoted, or traded.  The Committee may place legends on any Stock certificate or issue instructions to the transfer agent to reference restrictions applicable to the Stock.

 

8.6 ACCELERATION UPON DEA TH OR INCAPACITY .  Notwithstanding any other provision in the Plan or any Participant's Award Agreement to the contrary, upon the Participant's death or Incapacity during his emplo yment or service as a director, all restrictions on his o utstanding Awards shall lapse.

 

8. 7 ACCELERATION UPON A CHANGE IN CONTROL .  Except as otherwise provided in the Award Agreement, upon the occurrence of a Change in Control ,   all restrictions on outstanding Awards shall lapse. 

 

8. 8 ACCELERATION FOR ANY OTHER REASON .  Regardless of whether an event has occurred a s described in Sections 8. 6 or 8. 7 , the Committee may in its sole discretion at any time determine that all or a part of the restrictions on all or a portion of the outstanding Awards shall lapse, in each case, as of such date as the Committee may, in its sole discretion, declare.  The Committee may discriminate among Participants and among Awards granted to a Participant in exercising its discretion pursuant to this Section 8. 8 .

 

8. 9   PERFORMANCE GOALS .     The Committee may determine that any Award granted pursuant to this Plan to a Participant (including, but not limited to, Participants who are Covered Employees) shall be determined solely on the basis of (a) the achievement by the Corporation or Subsidiary of a specified sales or pre-tax profit (excluding special, unusual, restructuring or extraordinary items) target result (b) the Corporation's stock price, (c) the Corporation’s total shareholder return (stock price appreciation plus reinvested dividends) relative to a defined comparison group or target over a specific performance period, or ( d ) any

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combination of the goals set forth in (a) through ( c ) above.  If an Award is made on such basis, the Committee shall establish goals prior to the beginning of the period for which such performance goal relates (or such later date as may be permitted under Code Section 162(m) or the regulations thereunder), and the Committee has the right for any reason to reduce (but not increase) the Award, notwithstanding the achievement of a specified goal.  Any payment of an Award granted with performance goals shall be conditioned on the written certification by the Committee in each case that the performance goals and any other material conditions were satisfied.

 

8.1 0 TERMINATION OF EMPLOYMENT .  Whether military, government or other service or other leave of absence shall constitute a termination of employment shall be determined in each case by the Committee at its discretion, and any determination by the Committee shall be final and conclusive.  A termination of employment shall not occur (i) in a circumstance in which a Participant transfers from the Corporation to one of its Parents or Subsidiaries, transfers from a Parent or Subsidiary to the Corporation, or transfers from one Parent or Subsidiary to another Parent or Subsidiary, or (ii) in the discretion of the Committee as specified at or prior to such occurrence, in the case of a spin-off, sale or disposition of the Participant’s employer from the Corporation or any Parent or Subsidiary. 

 

ARTICLE 9

CHANGES IN CAPITAL STRUCTURE

 

9.1 GENERAL .  In the event of a corporate transaction involving the Corporation (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares), the authorization limits under Section 5.1 and 5.4 shall be adjusted proportionately, and the Committee may adjust Awards to preserve the benefits or potential benefits of the Awards.  Action by the Committee may include: (i) adjustment of the number and kind of share   which may be delivered under the Plan; (ii) adjustment of the number and kind of shares subject to outstanding Awards; and (iii) any other adjustments that the Committee determines to be equitable.  Without limiting the foregoing, in the event a stock dividend or stock split is declared upon the Stock, the authorization limits under Section 5.1 and 5.4 shall be increased proportionately, and the shares of Stock then subject to each Award shall be increased proportionately without any change in the aggregate purchase price therefor.

 

ARTICLE 10

AMENDMENT, MODIFICATION AND TERMINATION

 

10.1 AMENDMENT, MODIFICATION AND TERMINATION .  The Board or the Committee may, at any time and from time to time, amend, modify or terminate the Plan without shareholder approval; provided, however, that the Board or Committee may condition any amendment or modification on the approval of shareholders of the Corporation if such approval is necessary or deemed advisable with respect to tax, securities or other applicable laws, policies or regulations.

 

10.2 AWARDS PREVIOUSLY GRANTED .  At any time and from time to time, the Committee may amend, modify or terminate any outstanding Award without approval of

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the Participant; provided, however, that, subject to the terms of the applicable Award Agreement, such amendment, modification or termination shall not, without the Participant's consent, reduce or diminish the value of such Award determined as if the Award had been vested, cashed in or otherwise settled on the date of such amendment or termination.  No termination, amendment, or modification of the Plan shall adversely affect any Award previously granted under the Plan, without the written consent of the Participant.

 

ARTICLE 1 1

GENERAL PROVISIONS

 

11.1 NO RIGHTS TO AWARDS .  No Participant or any eligible participant shall have any claim to be granted any Award under the Plan, and neither the Corporation nor the Committee is obligated to treat Participants or eligible participants uniformly.

 

11.2 NO STOCKHOLDER RIGHTS .  No Award gives the Participant any of the rights of a shareholder of the Corporation unless and until shares of Stock are in fact issued to such person in connection with such Award.

 

11.3 WITHHOLDING .  The Corporation or any Parent or Subsidiary shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Corporation, an amount sufficient to satisfy federal, state, and local taxes (including the Participant's FICA obligation) required by law to be withheld with respect to any taxable event arising as a result of the Plan.  With respect to withholding required upon any taxable event under the Plan, the Committee may, at the time the Award is granted or thereafter, require or permit that any such withholding requirement be satisfied, in whole or in part, by withholding from the Award shares of Stock having a Fair Market Value on the date of withholding equal to the minimum amount (and not any greater amount) required to be withheld for tax purposes, all in accordance with such procedures as the Committee establishes. 

 

11.4 NO RIGHT TO CONTINUED SERVICE .  Nothing in the Plan or any Award Agreement shall interfere with or limit in any way the right of the Corporation or any Parent or Subsidiary to terminate any Participant's employment or status as an officer, director or consultant at any time, nor confer upon any Participant any right to continue as an employee, officer, director or consultant of the Corporation or any Parent or Subsidiary.

 

l 1 .5 UNFUNDED STATUS OF AWARDS .  The Plan is intended to be an "unfunded" plan for incentive and deferred compensation.  With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the Participant any rights that are greater than those of a general creditor of the Corporation or any Parent or Subsidiary.

 

11.6 INDEMNIFICATION .  To the extent allowable under applicable law, each member of the Committee shall be indemnified and held harmless by the Corporation from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in connection with or resulting from any claim, action, suit, or proceeding to which such member may be a party or in which he may be involved by reason of any action or failure to act under the Plan and against and from any and all amounts paid by such member in satisfaction of judgment in such action, suit, or proceeding against him provided he gives the

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Corporation an opportunity, at its own expense, to handle and defend the same before he undertakes to handle and defend it on his own behalf.  The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Corporation's Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Corporation may have to indemnify them or hold them harmless.

 

11.7 RELATIONSHIP TO OTHER BENEFITS .  No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or benefit plan of the Corporation or any Parent or Subsidiary unless provided otherwise in such other plan.

 

11.8 EXPENSES .  The expenses of administering the Plan shall be borne by the Corporation or Subsidiaries .

 

11.9 TITLES AND HEADINGS .  The titles and headings of the Sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.

 

11.10 GENDER AND NUMBER .  Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural.

 

11.11 FRACTIONAL SHARES .  No fractional shares of Stock shall be issued and the Committee shall determine, in its discretion, whether cash shall be given in lieu of fractional shares or whether such fractional shares shall be eliminated by rounding up.

 

11.12 GOVERNMENT AND OTHER REGULATIONS .  The obligation of the Corporation to make payment of awards in Stock or otherwise shall be subject to all applicable laws, rules, and regulations, and to such approvals by government agencies as may be required.  The Corporation shall be under no obligation to register under the 1933 Act, or any state securities act, any of the shares of Stock issued in connection with the Plan.  The shares issued in connection with the Plan may in certain circumstances be exempt from registration under the 1933 Act, and the Corporation may restrict the transfer of such shares in such manner as it deems advisable to ensure the availability of any such exemption.

 

11.13 GOVERNING LAW.  To the extent not governed by federal law, the Plan and all Award Agreements shall be construed in accordance with and governed by the law s of the State of Delaware .

 

11.14 ADDITIONAL PROVISIONS .  Each Award Agreement may contain such other terms and conditions as the Committee may determine; provided that such other terms and conditions are not inconsistent with the provisions of this Plan.

 

 

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