Certificate of Incorporation

EXHIBIT 10.14


CERTIFICATE OF INCORPORATION OF NU HORIZON'S ELECTRONICS CORP.


1. The name of the Corporation is NU HORIZONS ELECTRONICS CORP.


2. The address of the registered office of the Corporation in Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of the registered agent is The Corporation Trust Company.


3. The Purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General
Corporation Law of Delaware.


4. The aggregate number of shares which the Corporation shall have the authority to issue is eleven million (11,000,000), consisting of ten million (10,000,000) shares of Common Stock of the par value of one ($.01) cent per share and one million (1,000,000) shares shall be shares of Preferred Stock of the par value of one ($1.00) dollar per share. The Preferred Stock may be issued in Series and the number, designations relative rights, preferences and limitation of shares of each series of Preferred Stock one ($1.00) dollar per share par value shall be fixed by the Board of Directors.


The holders of Common Stock shall be entitled to one vote for each share held; the holders of Common Stock shall be entitled to receive such dividends as may be declared from time to time by the Board of Directors; and in the event of the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Common Stock shall be entitled to receive all the remaining assets of the Corporation, tangible and intangible, of whatever kind available for distribution to stockholders ratably in proportion to the number of shares of Common Stock held by them, respectively.


5. The affairs, business and property of the Corporation shall be managed and controlled by the Board of Directors. The number of directors of the Corporation shall not be less than three nor more than eleven, shall be initially fixed at five and may thereafter be changed from time to time by action of not less than a majority of the members of the Board then in office.


The Board of Directors shall be divided into three classes, as nearly equal in number as possible, with the term of office for one class expiring each year. The initial Board of Directors shall consist of one director of the first class to be elected to hold office for a term expiring at the first annual meeting of stockholders, two directors of the second class to be elected to hold office for a term expiring at the second annual meeting of stockholders and two directors of the third class to be elected to hold office for a term expiring at the third annual meeting of stockholders. At each annual meeting of stockholders the successors, to the class of directors whose term shall then expire shall be elected to hold office for a term expiring at the third succeeding annual meeting.


Any vacancies in the Board of Directors for any reason and any newly created directorships resulting from any increase in the number of directors shall be filled by the Board of Directors, acting by not less than a majority of the directors then in office, although less than a quorum. Any directors so chosen shall hold office until the next election of the class for which such directors shall have been chosen and until their successors shall be elected and qualified. No decrease in the number of directors shall shorten the term of any incumbent director.


Notwithstanding any other provision of this Certificate of Incorporation or the By-Laws of the Corporation (and notwithstanding the fact that some lesser percentage may be specified by law, this Certificate of Incorporation or the By-Laws of the Corporation), any director or the entire Board, of Directors of the Corporation may be removed only with cause and only by the affirmative vote of the holders of a majority of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class).


As used in this Certificate of Incorporation, (1) the term "other entity" shall include any individual, corporation, partnership, person or entity and any other entity with which it or its "affiliate" or "associate" as those terms are defined in Rule 12b-2 (or any successor rule) of the General Rules and Regulations under the Securities Exchange Act of 1934, together with the successors and assigns of such persons in any transaction or series of transactions not involving a public offering of the Corporation's stock within the meaning of the Securities Act of 1933; and (2) the term "continuing director" shall mean a member of the initial Board of Directors of the Corporation, or a member of the Board of Directors of the Corporation who was elected by the public stockholders prior to the time that such other entity acquired shares of stock of the Corporation entitling such other entity to exercise in excess of ten (10%) percent of the total voting power of all classes of stock of the Corporation entitled to vote in the election of directors, or a member of the Board of Directors of the Corporation who was elected or nominated for election by a majority of continuing directors.


6. Nominations for the election of directors may be made by the Board of Directors or by any stockholder entitled to vote for the election of directors. Such nominations other than by the Board of Directors shall be made by notice in writing, delivered or mailed by first class United States mail, postage prepaid, to the Secretary of the corporation not less than ninety (90) days prior to the first anniversary of the date of the last meeting of stockholders of the Corporation called for the election of directors.


Each notice shall set forth (i) the name, age and address of the stockholder who intends to make the nomination and of the person or persons to be nominated; (ii) a representation that the stockholder is a holder of record of the corporation entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (iii) the name, age, business address and, if known, residence address of each nominee proposed in such notice; (iv) the principal occupation or employment of each such nominee; (v) a description of all arrangements or understandings between the stockholder and each such nominee and any 'other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder;


(vi) such other information regarding each such nominee as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had each nominee been nominated, or intended to be nominated, by the Board of Directors of the Corporation; and (vii) the consent of each such nominee to serve as a director of the Corporation if so elected. The Chairman of any meeting of stockholders may, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he or she should so determine, the Chairman shall so declare to the meeting and the defective nomination shall be disregarded.


Except as required in the By-Laws no election need be by written ballot.


7. The vote of stockholders of the Corporation required to approve any Business Combination shall be as set forth in this Article 7. The term "Business Combination" shall have the meaning ascribed to it in (a) (B) of this Article; each other capitalized term used in this Article shall have the meaning ascribed to it -in (c) of this Article.


(a)(A) In addition to any affirmative vote required by law or this
Certificate of Incorporation and except as otherwise expressly provided
in (b) of this Article 7;


(1) any merger or consolidation of the Corporation or any Subsidiary with (i) any Interested Stockholder or (ii) any other corporation or entity (whether or not itself is an Interested Stockholder) which is, or after each merger or consolidation would be, an Affiliate of an Interested Stockholder; or


(2) any sale, lease, exchange, mortgage, pledge, transfer, or other disposition (in one transaction or a series of transactions) to or with any Interested Stockholder or any Affiliate of any Interested Stockholder of assets of the Corporation or any Subsidiary having an aggregate Fair Market Value of $5,000,000 or more; or


(3) the issuance or transfer by the Corporation or any Subsidiary (in one transaction or a series of transactions) of any securities of any Affiliate or any Interested Stockholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate Fair Market Value of $5,000,000 or more, other than the issuance of securities upon the conversion of convertible securities of the Corporation or any Subsidiary which were not acquired by such interested Stockholder (or such Affiliate) from the Corporation or a Subsidiary; or


(4) the adoption of any plan or proposal for the liquidation or dissolution of the Corporation proposed by or on behalf of an Interested Stockholder or any Affiliate of and Interested Stockholder; or


(5) any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any


of its Subsidiaries or any other transaction (whether or not with or into or otherwise involving an Interested Stockholder) which in any such case has the effect, directly or indirectly, of increasing the proportionate share of the outstanding-shares of any class or series of stock or securities convertible into the stock of the Corporation or any subsidiary which is directly or indirectly beneficially owned by any Interested Stockholder or any affiliate of any Interested Stockholder;


shall not be consummated without the affirmative vote of the holders of at
least 80 percent of the combined voting power of the then outstanding
shares of stock of all classes and series of the Corporation entitled to
vote generally in the election of directors ("Voting Stock"), in each case
voting together as a single class. Such affirmative vote shall be required
notwithstanding the fact that no vote may be required, or that a lesser
percentage may be specified, by law or by this Certificate of Incorporation
or in any agreement with any national securities exchange or otherwise.


(B) The term "Business Combination" as used in this Article 7 shall
mean any transaction that is referred to in any one or more clauses (1)
through (5) of (a) (A) of this Article 7.


(b) The provisions of (a) of this Article 7 shall not be applicable
to any Business Combination in respect of which all of the conditions
specified in either of the following' paragraphs (A) and (B) are met, and
such Business Combination shall require only such affirmative vote as is
required by law and any other provision of the Certificate of
Incorporation;


(A) such Business Combination shall have been approved by a majority
of the Disinterested Directors, or


(B) each of the six conditions specified in the following clauses (1)
through (6) shall have been met:


(1) the aggregate amount of the cash and the Fair Market Value
as of the date of the consummation of the Business Combination (the
"Consummation Date") of any consideration other than cash to be
received by holders of Common Stock in such Business Combination shall
be at least equal to the higher of the following:


(i) (if applicable) the highest per share price (including
any brokerage commissions, transfer taxes, and soliciting
dealers' fees) paid in order to acquire any shares of Common
Stock beneficially owned by the Interested Stockholder which were
acquired beneficially by such Interested Stockholder (x) within
the two-year period immediately prior to the Announcement Date or
(y) in the transaction in which it became an Interested
Stockholder, whichever is higher; or


(ii) the Fair Market Value per share of Common Stock on
the Announcement Date or on the date on which the Interested
Stockholder became an Interested Stockholder the Determination
Date), whichever is higher; and


(2) the aggregate amount of the cash and the Fair Market Value as of the Consummation Date of any 'consideration other than cash to be received per share by holders of shares of any other class or series of Voting Stock shall be at least equal to the highest of the following (it being intended that the requirements of this clause (B) (2) shall be required to be met with respect to each class and series of such outstanding Voting Stock, whether or not the Interested Stockholder beneficially owns any shares of a particular class or series of Voting Stock):


(i) (if applicable) the highest per share price
(including any brokerage commissions, transfer taxes and
soliciting dealers' fees) paid in order to acquire any shares of
such class or series of voting stock beneficially owned by the
Interested Stockholder, which were acquired beneficially by such
Interested Stockholder (x) within the two-year period immediately
prior to the Announcement Date or (y) n the transaction in which
it became in Interested Stockholder, whichever is higher;


(ii) (if applicable) the highest preferential amount per
share to which the holders of shares of such class or series, of
Voting stock are entitled in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the
Corporation; and


(iii) the Fair Market Value per share of such class or
series of Voting Stock on the Announcement Date or the
Determination Date, whichever is higher; and


(3) the consideration to be received by holders of a particular class or series of outstanding Voting Stock (including Common Stock) shall be in cash or in the same form as were previously paid in order to acquire beneficially shares of such class or series of Voting Stock that are beneficially owned by the Interested Stockholder and, if the Interested Stockholder beneficially owns shares of any class or series of Voting Stock that were acquired with varying forms of consideration, the form of consideration to be received by holders of such class or series of Voting Stock shall be either cash or the form used to acquire beneficially the largest number of Shares of such class or series of Voting Stock beneficially acquired prior to the Announcement Date; and


(4) after such Interested Stockholder has become an Interested Stockholder and prior to the consummation of such Business Combination:


(i) except as approved by a majority of the Disinterested
Directors, there shall have been no failure to declare and pay at
the regular


dates therefor the full amount of any dividends (whether or not
cumulative) payable on any class or series of stock having a
preference over the Common Stock as to dividends or upon
liquidation.


(ii) there shall have been (x) no reduction in the annual
rate of dividends paid on the Common Stock (except as necessary
to reflect any subdivision of the Common Stock), except as
approved by a majority of the Disinterested Directors and (y) an
increase in such annual rate of dividends (as necessary to
prevent any such reduction) in the event of any reclassification
(including any reverse stock split) recapitalization,
reorganization or any similar transaction which has the effect of
reducing the number of outstanding shares of the Common Stock,
unless the failure so to increase such annual rate was approved
by a majority of the Disinterested Directors; and


(iii) such interested Stockholder shall not have become the
beneficial owner of any additional shares of Voting Stock except
as part of the transaction in which it became an Interested
Stockholder; and


(5) after such Interested Stockholder has become an Interested
Stockholder, such Interested Stockholder shall not have received the
benefit, directly or indirectly (except proportionately as a stockholder),
of any loans, advances, guarantees, pledges or other financial assistance
or tax credits or other tax advantages provided by the Corporation, whether
in anticipation of or in connection with such Business Combination or
otherwise; and


(6) a proxy or information statement describing the proposed Business
Combination and complying with the requirements of the Securities Exchange
Act of 1934 and the rules and regulations thereunder (or any subsequent
provisions replacing such Act, rules or regulations) shall be mailed to
public stockholders of the Corporation at least 30 days prior to the
consummation of such Business Combination (whether or not such proxy or
information statement is required to be mailed pursuant to such Act or
subsequent provisions).


(c) For the purposes of this Article 7:


(A) A "person" shall mean any individual, firm or corporation or
other entity.


(B) "Interested Stockholder" shall mean any person (other than the
Corporation or any Subsidiary) who or which:


(1) is the beneficial owner, directly or indirectly, of more
than 10 percent of the combined voting power of the then outstanding
shares of Voting Stock; or


(2) is an Affiliate of the Interested Stockholder and at any
time within the two-year period immediately prior to the date in
question was the beneficial owner, directly or indirectly, of 10
percent or more of the combined voting power of the then outstanding
shares of Voting Stock; or


(3) is an assignee of or has otherwise succeeded to the
beneficial ownership of any shares of Voting Stock that were at any
time within the two-year period immediately prior to the date in
question beneficially owned by an Interested' Stockholder, if such
assignment or succession shall have occurred in the course of a
transaction or series of transactions not involving a public offering
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