UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 29, 2010
SYNNEX CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 001-31892 | 94-2703333 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
44201 Nobel Drive Fremont, California |
94538 | |
(Address of principal executive offices) | (Zip Code) |
(510) 656-3333
(Registrants telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)) |
Item 5.02(e). | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 29, 2010, SYNNEX Corporation (SYNNEX) amended the restricted stock unit award (the RSUs) granted to each of Dennis Polk, SYNNEX Chief Operating Officer, and Peter Larocque, SYNNEX President, U.S. Distribution (each, an Officer). Subject to certain conditions, the RSUs will continue to vest in full on the fifth anniversary of April 29, 2010 (the Original Grant Date). A portion of the RSUs will vest upon the fourth and fifth anniversary of the Original Grant Date provided that the Officer remains in continuous employment by SYNNEX through the vesting date. An additional portion of the RSUs will vest on the fourth and fifth anniversary of the Original Grant Date provided, that (i) the Officer remains in continuous employment by SYNNEX through the vesting date and (ii)(A) on the fourth anniversary of the Original Grant Date, SYNNEX achieves on a cumulative basis, 5% compound annual growth rate (CAGR) in earnings before income and taxes (EBIT) from continuing operations in fiscal years ending November 30, 2011 through 2013, and (B) on the fifth anniversary of the Original Grant Date, SYNNEX achieves on a cumulative basis, 5% CAGR in EBIT from continuing operations in fiscal years ending November 30, 2011 through 2014. In the event of an Officers death prior to the fifth anniversary of the Original Grant Date, SYNNEX will transfer to such Officers estate the number of shares that would have vested on an annual basis on or prior to such Officers death. The amended form of stock unit agreement is filed herewith as Exhibit 10.1.
Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
Exhibit No. |
Description |
|
10.1 |
Form of Stock Unit Agreement (performance vesting), as amended. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: November 3, 2010
SYNNEX CORPORATION | ||
By: |
/s/ Simon Y. Leung |
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Simon Y. Leung | ||
Senior Vice President, General Counsel and | ||
Corporate Secretary |
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EXHIBIT INDEX
Exhibit No. |
Description |
|
10.1 |
Form of Stock Unit Agreement (performance vesting), as amended. |
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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 Companys 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.
Tranche: |
Number of
Restricted Stock Units |
Vesting Date |
Vesting Conditions |
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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 Companys 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 | |||||
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By: |
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Its: |
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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. |
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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. |
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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 Companys 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 Companys 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 Companys 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. |
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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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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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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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