Stock Option Agreement Re Ronald F. Borelli

AAVID THERMAL TECHNOLOGIES, INC.
COMMON STOCK OPTION AGREEMENT


AGREEMENT made as of the 15th day of October, 1996 (the "Effective Date"), by and between Aavid Thermal Technologies, Inc., a Delaware corporation (the "Company"), and Ronald F. Borelli (the "Optionee").


WITNESSETH


WHEREAS, the Company desires to grant to the Optionee and the Optionee desires to accept an option to purchase shares of common stock, $.01 par value, of the Company (the "Common Stock") upon the terms and conditions set forth in this agreement.


NOW, THEREFORE, the parties hereto agree as follows:


1. Grant. The Company hereby grants to the Optionee an option to purchase 300,000 shares of Common Stock, at a purchase price per share of $9.50. This option is intended to be treated as an option which does not qualify as an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").


2. Restrictions on Exercisability. Except as specifically provided otherwise herein, the option will become exercisable in accordance with the following schedule based upon the passage of time following the Effective Date:


Period Incremental Cumulative
of Time Following Percentage of Percentage of
Effective Option Option
Date Exercisable Exercisable
----------------- ------------- -------------

0 months 12.5% 12.5%
3 months 12.5% 25.0%
6 months 12.5% 37.5%
9 months 12.5% 50.0%
12 months 12.5% 62.0%
15 months 12.5% 75.0%
18 months 12.5% 87.5%
21 months 12.5% 100%


Unless sooner terminated, the option will expire, if and to the extent it is not exercised, at 5:00 p.m. on the tenth anniversary of the Effective Date.


3. Exercise. The option may be exercised in whole or in part in accordance with the above schedule by delivering to the Secretary of the Company (a) a written notice specifying the number of shares to be purchased, (b) a letter in the form of Exhibit A attached hereto and (c)


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payment in full of the exercise price, together with the amount, if any, deemed necessary by the Company to enable it to satisfy any income tax withholding obligations with respect to the exercise (unless other arrangements acceptable to the Company are made for the satisfaction of such withholding obligations). The exercise price shall be payable in cash or by bank or certified check. The Company may (in its sole and absolute discretion) permit all or part of the exercise price to be paid with previously-owned shares of Common Stock.


4. Rights as Stockholder. No shares of Common Stock shall be sold or delivered hereunder until full payment for such shares has been made. The Optionee shall have no rights as a stockholder with respect to any shares covered by the option until a stock certificate for such shares is issued to the Optionee. Except as otherwise provided herein, no adjustment shall be made for dividends or distributions of other rights for which the record date is prior to the date such stock certificate is issued.


5. Nontransferability. The option is not assignable or transferable except upon the Optionee's death to a beneficiary designated by the Optionee or, if no designated beneficiary shall survive the Optionee, pursuant to the Optionee's will and/or the laws of descent and distribution. During the Optionee's lifetime, the option may be exercised only by the Optio ...