[ ]
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Confidential,
For Use of the Commission Only (As Permitted by Rule
14a-6(e)(2))
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[X]
|
Definitive
Proxy Statement
|
[ ]
|
Definitive
Additional Materials
|
[ ]
|
Soliciting
Material Pursuant to § 240.14a-12
|
|
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
|
|
Payment
of Filing Fee (Check the appropriate
box):
|
[X]
|
No
fee required
|
[ ]
|
Fee
Computed on table below per Exchange Act Rules 14a-6(i)(l) and
0-11
|
(1)
|
Title
of each class of securities to which transaction
applies:
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(2)
|
Aggregate
number of securities to which transaction
applies:
|
(3)
|
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was
determined):
|
(4)
|
Proposed
maximum aggregate value of
transaction:
|
(5)
|
Total
fee paid:
|
[ ]
|
Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its
filing.
|
(1)
|
Amount
Previously Paid:
|
(2)
|
Form,
Schedule or Registration Statement
No.:
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(3)
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Filing
Party:
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(4)
|
Date
Filed:
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1.
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To elect
as Class III Directors the three nominees named in the attached proxy
statement;
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2.
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To ratify
the appointment of PricewaterhouseCoopers, LLP as the Company's
independent accountants for the fiscal year ending March 31, 2009;
and
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3.
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To
transact any other business that may properly come before the Annual
Meeting or any adjournment thereof.
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Kurt
Cummings
Corporate
Secretary
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Page
|
|
Introduction . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . .
|
1
|
Proposal One – Election of Directors . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. .
|
2
|
|
4
|
|
5
|
Security Ownership of Certain Beneficial Owners
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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6
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Section 16(a) Beneficial Ownership Reporting Compliance
. . . . . . . . . . . . . . . . . . . . . . . . . . .
|
6
|
Board of Directors – Governance . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. .
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6
|
Board of Directors – Meetings Held and Committees
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
.
|
8
|
Director Compensation . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . .
|
9
|
Equity Compensation Plan Information . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
11
|
Compensation Committee Interlocks and Insider
Participation. . . . . . . . . . . . . . . . . . . . . . . .
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11
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Report of the Audit Committee . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . .
|
12
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Relationship with Kyocera and Related
Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . .
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14
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Compensation Committee and Equity Compensation
Committee Report . . . . . . . . . . . . . . .
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15
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Compensation Discussion and Analysis . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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15
|
Executive Compensation . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . .
|
18
|
Shareholder Proposals . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . .
|
24
|
Proxy Solicitation . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . .
|
25
|
Proxy Card . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . .
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26
|
Name
|
Amount
and
Nature of Beneficial Ownership of Outstanding AVX Shares
(1)
|
Number
of AVX Shares Underlying Exercisable Options (2)
|
Total
AVX Shares
|
Percentage
of AVX Common Stock (3)
|
Amount
and Nature of Beneficial Ownership of Outstanding Kyocera Equity
Securities (1)
|
Number
of Kyocera Equity Securities Underlying Exercisable Options
(4)
|
Total
Kyocera Equity Securities
|
Percentage
of Kyocera Equity Securities
(5)
|
||||||||
Benedict
P. Rosen
|
110,279
|
122,500
|
232,779
|
*
|
900
|
-0-
|
900
|
*
|
||||||||
Kazuo
Inamori
|
20,000
|
52,000
|
72,000
|
*
|
11,486,165
(6)
|
-0-
|
11,486,165
|
6.06%
|
||||||||
John
S. Gilbertson
|
94,199
|
731,500
|
825,699
|
*
|
18,186
|
13,500
|
31,686
|
*
|
||||||||
Donald
B. Christiansen
|
11,776
|
10,000
|
21,776
|
*
|
-0-
|
-0-
|
-0-
|
*
|
||||||||
Kensuke
Itoh
|
6,000
|
15,000
|
21,000
|
*
|
527,072
|
-0-
|
527,072
|
*
|
||||||||
Noboru
Nakamura
|
1,000
|
-0-
|
1,000
|
*
|
4,200
|
-0-
|
4,200
|
*
|
||||||||
Makoto
Kawamura
|
1,000
|
5,000
|
6,000
|
*
|
3,000
|
14,000
|
17,000
|
*
|
||||||||
Rodney
N. Lanthorne
|
2,000
|
52,000
|
54,000
|
*
|
3,589
|
9,500
|
13,089
|
*
|
||||||||
David
A. DeCenzo
|
-0-
|
-0-
|
-0-
|
*
|
-0-
|
-0-
|
-0-
|
*
|
||||||||
Joseph
Stach
|
1,000
|
15,000
|
16,000
|
*
|
-0-
|
-0-
|
-0-
|
*
|
||||||||
Yuzo
Yamamura
|
2,000
|
52,000
|
54,000
|
*
|
82,000
|
18,000
|
100,000
|
*
|
||||||||
C.
Marshall Jackson
|
27,177
|
242,500
|
269,677
|
*
|
5,275
|
-0-
|
5,275
|
*
|
||||||||
Peter
Venuto
|
8,983
|
110,350
|
119,333
|
*
|
586
|
-0-
|
586
|
*
|
||||||||
Peter
Collis
|
-0-
|
121,902
|
121,902
|
*
|
-0-
|
-0-
|
-0-
|
*
|
||||||||
Kurt
Cummings
|
9,853
|
99,500
|
109,353
|
*
|
235
|
-0-
|
235
|
*
|
||||||||
All
directors and executive officers as a group
(A
total of 20 individuals including those named above)
|
338,949
|
2,122,312
|
2,461,261
|
1.44%
|
7,453,435
|
55,000
|
7,508,435
|
3.96%
|
(1)
|
Includes
interests, if any, in shares held in the AVX Nonqualified Supplemental
Retirement Plan and AVX Corporation Retirement Plan Trusts and shares that
are owned directly by or jointly with family members. Does not include
shares of AVX that may be deemed to be beneficially owned by the
above-named persons that are also directors of Kyocera. See the AVX shares
beneficially owned by Kyocera in the “Security Ownership of Certain
Beneficial Owners” table below.
|
(2)
|
Includes
AVX shares under options exercisable as of March 31, 2008, and options
which become exercisable within 60 days thereafter under the AVX
Corporation 1995 Stock Option Plan (the “1995 Stock Option
Plan”), the AVX Corporation 2004 Stock Option Plan (the “2004 Stock Option
Plan” and, together with the 1995 Stock Option Plan, the “Stock Option
Plans”), the AVX Corporation Non-Employee Directors’ Stock Option Plan
(the “Non-Employee Directors’ Stock Option Plan”), or the AVX Corporation
2004 Non-Employee Directors' Stock Option Plan (the “2004 Non-Employee
Directors' Stock Option Plan” and, together with
the Non-Employee Directors' Stock Option Plan, the
“Non-Employee Directors' Stock Option
Plans”).
|
(3)
|
Based
on a total number of 171,065,540 shares of Common Stock outstanding as of
March 31, 2008.
|
(4)
|
Includes
Kyocera shares under options exercisable as of March 31, 2008, and options
which become exercisable within 60 days thereafter under the Kyocera Stock
Option Plan.
|
(5)
|
Based
on a total number of 189,454,171 shares of Kyocera equity securities
outstanding as of March 31, 2008.
|
(6)
|
Includes
4,680,000 shares held by the Inamori Foundation as to which Mr. Inamori,
as President of the foundation, may be deemed to have voting and
investment power. The aforementioned shares are not included in
the total shares held by all directors and executive officers as a
group.
|
Name
and Address
of
Beneficial Owner
|
Shares
Beneficially
Owned
|
Percent
of
Class (1)
|
|||
Kyocera
Corporation
6
Takeda Tobadono-cho
Fushimi-ku,
Kyoto 612-8501, Japan
|
121,800,000
|
(2)
|
71.2%
|
||
Third
Avenue Management LLC
622
Third Avenue, 32nd
Floor
New
York, NY 10017-2023
|
19,313,289
|
(3)
|
11.3%
|
(1)
|
Based
on a total number of 171,065,540 shares of Common Stock outstanding as of
March 31, 2008.
|
(2)
|
The
shares held by Kyocera are subject to the voting and investment control of
Kyocera's Board of Directors.
|
(3)
|
Shares
shown as beneficially owned by Third Avenue Management LLC are reported in
a Form 13G/A filed by Third Avenue Management LLC dated as of February 14,
2008. Based on that filing, Third Avenue Management LLC has
sole voting power with respect to 17,053,214 shares and sole dispositive
power with respect to 19,313,289
shares.
|
·
|
understand
AVX's businesses and the marketplaces in which it
operates;
|
·
|
regularly
attend meetings of the Board and of the committees on which he or she
serves;
|
·
|
review
and understand the materials provided in advance of meetings and any other
materials provided to the Board from time to
time;
|
·
|
actively,
objectively and constructively participate in meetings and the strategic
decision-making processes;
|
·
|
share
his or her perspective, background, experience, knowledge and insights as
they relate to the matters before the Board and its committees;
and
|
·
|
be
reasonably available when requested to advise the CEO and management on
specific issues not requiring the attention of the full Board but where an
individual director's insights might be helpful to the CEO or
management.
|
·
|
send
correspondence by email to compliance@avxus.com;
or
|
·
|
write
to AVX Corporation, Compliance Office, P.O. Box 3456, Myrtle Beach,
SC 29578-3456.
|
Fees
Earned or Paid in Cash
|
Option
Awards
|
Total
|
|
Name
(1)
|
($)
|
($)
(2) (3)
|
($)
|
Benedict
P. Rosen
|
$ 42,500
|
$ 22,644
|
$ 65,144
|
Kazuo
Inamori
|
5,000
|
22,644
|
27,644
|
Donald
B. Christiansen
|
77,500
|
29,638
|
107,138
|
Kensuke
Itoh (4)
|
5,000
|
6,915
|
11,915
|
Noboru
Nakamura
|
7,500
|
13,790
|
21,290
|
Makoto
Kawamura
|
10,000
|
26,725
|
36,725
|
Rodney
N. Lanthorne
|
10,000
|
22,644
|
32,644
|
David
A. DeCenzo
|
50,000
|
13,790
|
63,790
|
Joseph
Stach
|
75,000
|
22,644
|
97,644
|
Masahiro
Umemura (5)
|
2,500
|
71,051
|
73,551
|
Yuzo
Yamamura
|
7,500
|
22,644
|
30,144
|
(1)
|
Mr.
John Gilbertson, the Company’s Chief Executive Officer and President, also
serves as a director of the Company. Information regarding the
compensation paid to Mr. Gilbertson is provided in the Summary
Compensation Table of this Proxy
Statement.
|
(2)
|
The
aggregate number of option awards held by each of the directors as of
March 31, 2008 is as follows: Benedict P. Rosen – 137,500; Kazou Inamori -
67,000; Donald B. Christiansen - 15,000; Kensuke Itoh - 15,000; Noboru
Nakamura – 15,000; Makoto Kawamura - 15,000; Rodney N. Lanthorne - 67,000;
David A. DeCenzo - 15,000; Joseph Stach - 30,000; Yuzo Yamamura - 67,000,
Masahiro Umemura – 0.
|
(3)
|
Reflects
the amount recognized by the Company as an expense in fiscal 2008 for
financial statement reporting purposes, disregarding for this purpose the
estimate of forfeitures related to service-based vesting
conditions. The grant date fair value of the options awarded
during fiscal 2008 was as follows: Benedict P. Rosen - $62,198; Kazou
Inamori - $62,198; Noboru Nakamura - $62,198; Rodney N. Lanthorne -
$62,198; David A. DeCenzo - $62,198; Joseph Stach - $62,198; Masahiro
Umemura - $62,198; Yuzo Yamamura - $62,198. These options were
granted pursuant to the 2004 Non-employee Directors’ Stock Option
Plan. The assumptions made in the valuation of stock options
are set forth in Note 11 in the Notes to Consolidated Financial Statements
in the Annual Report on Form 10-K for the fiscal year ended March 31,
2008.
|
(4)
|
Mr.
Itoh retired from the Board effective July 18, 2007, but was appointed to
the Board to serve out the remaining term of Mr. Umemura on February 6,
2008.
|
(5)
|
Mr.
Umemura passed away on December 25,
2007.
|
Plan
Category
|
Number
of securities to be issued upon exercise of outstanding options, warrants
and rights
|
Weighted
average exercise price of outstanding options, warrants and
rights
|
Number
of securities remaining available for future issuance under equity
compensation plans
|
Equity
Compensation plans approved by security holders
|
4,829,230
|
$15.99
|
9,868,000
|
Equity
compensation plans not approved by security holders
|
—
|
—
|
230,754 (1)
|
(1)
|
Members
of the Board of Directors who are not employees of AVX or Kyocera are
eligible to defer their annual director's fee and attendance fees in an
AVX Phantom Share Unit Fund under the Deferred Compensation Plan for
Eligible Board Members (not approved by shareholders) based on the Fair
Market Value of the Common Stock at each Credit Date (all as defined in
the plan). Payment of account balances to an eligible director
(as prescribed in "Compensation of Directors" above) is payable in the
form of a number of shares of Common Stock equal to the whole number of
Phantom Shares Units (as defined) credited to such director under the
plan. See "Compensation of Directors" above for more
information.
|
2007
|
2008
|
|
Audit
Fees (1)
|
$
4,942,194
|
$
4,226,704
|
Audit
Related Fees (2)
|
77,087
|
17,200
|
Tax
Fees (3)
|
157,766
|
281,650
|
Other
Fees
|
12,478
|
12,419
|
Total
Fees
|
$ 5,189,525
|
$
4,537,973
|
(1)
|
Audit
Fees represent fees for the annual audit of the Company's financial
statements, the audit of the Company's internal control over financial
reporting, the review of the interim financial statements included in the
Company's quarterly reports on Form 10-Q, and other services performed in
connection with statutory and regulatory
filings.
|
(2)
|
Audit
Related Fees include fees for services that were reasonably related to the
performance of the reviews of the Company's financial statements (but
which are not included under Audit Fees). Audit related fees consist
primarily of attestation related services required by regulatory and
governmental agencies and employee benefit plan
audits.
|
(3)
|
Tax
Fees represent fees for consultation on tax matters and tax compliance
services.
|
Fiscal
|
Salary
|
Bonus
|
Option
Awards
|
Change
in Pension Value and Nonqualified Deferred Compensation
Earnings
|
All
Other Compensation
|
Total
|
||||||||
Name
& Position
|
Year
|
($)
(1)
|
($)
(1)
|
($)
(4)
|
($)
(5)
|
($)
(6)
|
($)
|
|||||||
John
S. Gilbertson (7)
|
||||||||||||||
Chief
Executive Officer
|
2008
|
$
670,000
|
$
49,150
|
(2)
|
$
571,556
|
$ —
|
$
112,308
|
$1,403,014
|
||||||
and
President
|
2007
|
640,000
|
1,009,100
|
(3)
|
594,364
|
—
|
112,300
|
2,355,764
|
||||||
|
||||||||||||||
Kurt
Cummings
|
|
|||||||||||||
Vice
President,
|
2008
|
238,500
|
83,250
|
(2)
|
68,794
|
—
|
77,479
|
468,023
|
||||||
Chief
Financial Officer,
|
2007
|
221,000
|
278,863
|
(3)
|
50,691
|
—
|
70,000
|
620,554
|
||||||
Treasurer
and Secretary
|
||||||||||||||
C.
Marshall Jackson
|
||||||||||||||
Executive
Vice President
|
2008
|
325,000
|
75,838
|
(2)
|
131,231
|
—
|
79,502
|
611,571
|
||||||
of
Sales and Marketing
|
2007
|
315,000
|
222,162
|
(3)
|
151,921
|
—
|
80,200
|
769,283
|
||||||
|
||||||||||||||
Peter
Venuto
|
||||||||||||||
Vice
President of
|
2008
|
250,000
|
88,220
|
(2)
|
114,284
|
—
|
85,834
|
538,338
|
||||||
North
American and
|
2007
|
234,000
|
292,905
|
(3)
|
114,435
|
—
|
73,400
|
714,740
|
||||||
European
Sales
|
||||||||||||||
Peter
Collis (8)
|
||||||||||||||
Vice
President
|
2008
|
273,000
|
60,251
|
(2)
|
119,962
|
129,879
|
22,100
|
605,192
|
||||||
of
Tantalum
|
2007
|
246,800
|
246,505
|
(3)
|
110,684
|
382,914
|
19,400
|
1,006,303
|
(1)
|
Includes
amounts earned but deferred by the executive officer at his election,
pursuant to the AVX Nonqualified Supplemental Retirement Plan, (the
“Supplemental Plan”).
|
(2)
|
The
amounts shown include 50% of a bonus award payable with respect to fiscal
year 2008 in accordance with a determination by the Company’s Board of
Directors to pay discretionary cash awards to each U.S. salaried employee
of the Company in an amount equal to 8% of such employee’s 2007 calendar
year eligible earnings. The remaining 50% of this award will be
earned and paid in the summer of 2009, provided the officer is employed by
the Company at that time. Amounts shown also include 50% of a
discretionary cash award with respect to fiscal year 2007 that was earned
and paid in June 2008, based on the officer’s continued employment with
the Company at that time.
|
(3)
|
The
amounts shown include 50% of a bonus award paid with respect to fiscal
year 2007 in accordance with a determination by the Company’s Board of
Directors to pay discretionary cash awards to each U.S. salaried employee
of the Company in an amount equal to 8% of such employee’s 2006 calendar
year eligible earnings. The remaining 50% of this award will be
earned and paid in the summer of 2008, provided the officer is employed by
the Company at that time. Amounts shown also include 50% of a
discretionary cash award with respect to fiscal year 2006 that was earned
and paid in June 2007, based on the officer’s continued employment with
the Company at that time.
|
(4)
|
Reflects
the proportionate amount of the total grant date fair value of option
awards recognized by the Company as an expense in each fiscal year for
financial statement reporting purposes, disregarding for this purpose the
estimate of forfeitures related to service-based vesting
conditions. All stock options were granted pursuant to the 1995
and 2004 Stock Option Plans. The assumptions made in the valuation of
stock options are set forth in Note 11 in the Notes to Consolidated
Financial Statements in the Annual Report on Form 10-K for the fiscal year
ended March 31, 2008. No options have been forfeited by any of
the Named Executive Officers.
|
(5)
|
Reflects
the aggregate of the increase in fiscal year 2008 in actuarial present
values of Mr. Collis’ accumulated benefits under the AVX Limited Pension
Scheme (the “Defined Benefit Plan”.) The underlying value is
denominated in British Pounds. This amount has been converted
to US dollars using an average exchange rate of $2.00 per Pound for the
fiscal year ended March 31, 2008. See the Pension Benefits
table and related narrative disclosure for information regarding the
Defined Benefit Plan.
|
(6)
|
Reflects
Company's contribution for the fiscal year ended March 31, 2008 on behalf
of the respective Named Executive Officers pursuant to the terms of the
Supplemental Plan and the AVX Corporation Retirement Plan (the "Retirement
Plan") in the following amounts respectively: John S.
Gilbertson - $49,038 and $29,150; C. Marshall Jackson - $32,271 and
$28,461; Peter Venuto - $37,385 and $29,074; Kurt Cummings - $33,895 and
$29,134.
|
(7)
|
Mr.
John Gilbertson is a Named Executive Officer who also serves as a
director. Mr. Gilbertson received no compensation for services
as a director in fiscal 2008.
|
(8)
|
Mr.
Collis’ salary and bonus are paid in British Pounds and have been
converted to U.S. Dollars at a rate of $2.00 per
Pound.
|
Number
of Securities Underlying Options
|
Exercise
Price of Option Awards
|
Grant
Date Fair Value of Option Awards
|
||||||
Name
|
Grant
Date
|
(#)
(1)
|
($)
(2)
|
($)
|
||||
John
S. Gilbertson
|
5/8/2007
|
100,000
|
17.88
|
599,230
|
||||
Kurt
Cummings
|
5/8/2007
|
15,000
|
17.88
|
89,885
|
||||
C.
Marshall Jackson
|
5/8/2007
|
25,000
|
17.88
|
149,808
|
||||
Peter
Venuto
|
5/8/2007
|
20,000
|
17.88
|
119,846
|
||||
Peter
Collis
|
5/8/2007
|
20,000
|
17.88
|
119,846
|
(1)
|
Reflects
the number of options to purchase shares of AVX common stock awarded to
each Named Executive Officer during the fiscal year ended March 31, 2008
under the Company’s 2004 Stock Option Plan. The options vest as
to 25% of the shares one-year from the date of grant and as to 25% of the
shares on each of the three succeeding anniversary dates, provided the
officer continues to be employed by the Company or any of its
subsidiaries. There are no performance based conditions that
are applicable to these options.
|
(2)
|
The
exercise price is based on the average of the high and low market prices
on the grant date, as provided in the 2004 Stock Option
Plan.
|
Name
|
Option
Grant Date
|
Number
of Securities Underlying Unexercised Options (#)
Exercisable
|
Number
of Securities Underlying Unexercised Options (#)
Unexercisable
|
Option
Exercise Price ($)
|
Option
Expiration Date
|
John
S. Gilbertson
|
4/1/1999
|
80,000
|
—
|
$8.00
|
4/1/2009
|
5/26/2000
|
50,000
|
—
|
$29.30
|
5/26/2010
|
|
1/8/2001
|
50,000
|
—
|
$17.00
|
1/8/2011
|
|
4/22/2002
|
100,000
|
—
|
$19.46
|
4/22/2012
|
|
9/9/2002
|
126,500
|
—
|
$11.41
|
9/9/2012
|
|
6/3/2003
|
100,000
|
—
|
$11.92
|
6/3/2013
|
|
5/14/2004
|
75,000
|
25,000
|
$14.46
|
5/14/2014
|
|
5/6/2005
|
50,000
|
50,000
|
$11.30
|
5/6/2015
|
|
6/23/2006
|
25,000
|
75,000
|
$15.28
|
6/23/2016
|
|
5/8/2007
|
—
|
100,000
|
$17.88
|
5/8/2017
|
Name
|
Option
Grant Date
|
Number
of Securities Underlying Unexercised Options (#)
Exercisable
|
Number
of Securities Underlying Unexercised Options (#)
Unexercisable
|
Option
Exercise Price ($)
|
Option
Expiration Date
|
Kurt
Cummings
|
4/1/1999
|
20,000
|
—
|
$8.00
|
4/1/2009
|
5/26/2000
|
16,000
|
—
|
$29.30
|
5/26/2010
|
|
1/8/2001
|
10,000
|
—
|
$17.00
|
1/8/2011
|
|
4/22/2002
|
10,000
|
—
|
$19.46
|
4/22/2012
|
|
9/9/2002
|
8,500
|
—
|
$11.41
|
9/9/2012
|
|
6/3/2003
|
10,000
|
—
|
$11.92
|
6/3/2013
|
|
5/14/2004
|
7,500
|
2,500
|
$14.46
|
5/14/2014
|
|
5/6/2005
|
5,000
|
5,000
|
$11.30
|
5/6/2015
|
|
6/23/2006
|
3,750
|
11,250
|
$15.28
|
6/23/2016
|
|
5/8/2007
|
—
|
15,000
|
$17.88
|
5/8/2017
|
C.
Marshall Jackson
|
4/1/1999
|
40,000
|
—
|
$8.00
|
4/1/2009
|
5/26/2000
|
40,000
|
—
|
$29.30
|
5/26/2010
|
|
1/8/2001
|
25,000
|
—
|
$17.00
|
1/8/2011
|
|
4/22/2002
|
25,000
|
—
|
$19.46
|
4/22/2012
|
|
9/9/2002
|
31,250
|
—
|
$11.41
|
9/9/2012
|
|
6/3/2003
|
25,000
|
—
|
$11.92
|
6/3/2013
|
|
5/14/2004
|
18,750
|
6,250
|
$14.46
|
5/14/2014
|
|
5/6/2005
|
12,500
|
12,500
|
$11.30
|
5/6/2015
|
|
6/23/2006
|
6,250
|
18,750
|
$15.28
|
6/23/2016
|
|
|
5/8/2007
|
—
|
25,000
|
$17.88
|
5/8/2017
|
Peter
Venuto
|
8/3/1998
|
4,500
|
—
|
$7.50
|
8/3/2008
|
4/1/1999
|
8,000
|
—
|
$8.00
|
4/1/2009
|
|
1/8/2001
|
15,000
|
—
|
$17.00
|
1/8/2011
|
|
4/22/2002
|
15,000
|
—
|
$19.46
|
4/22/2012
|
|
9/9/2002
|
2,850
|
—
|
$11.41
|
9/9/2012
|
|
6/3/2003
|
20,000
|
—
|
$11.92
|
6/3/2013
|
|
5/14/2004
|
15,000
|
5,000
|
$14.46
|
5/14/2014
|
|
5/6/2005
|
10,000
|
10,000
|
$11.30
|
5/6/2015
|
|
6/23/2006
|
5,000
|
15,000
|
$15.28
|
6/23/2016
|
|
5/8/2007
|
—
|
20,000
|
$17.88
|
5/8/2017
|
Peter
Collis
|
8/3/1998
|
7,500
|
—
|
$7.50
|
8/3/2008
|
4/1/1999
|
8,000
|
—
|
$8.00
|
4/1/2009
|
|
5/26/2000
|
8,000
|
—
|
$29.30
|
5/26/2010
|
|
1/8/2001
|
15,000
|
—
|
$17.00
|
1/8/2011
|
|
4/22/2002
|
14,000
|
—
|
$19.46
|
4/22/2012
|
|
9/9/2002
|
4,400
|
—
|
$11.41
|
9/9/2012
|
|
6/3/2003
|
20,000
|
—
|
$11.92
|
6/3/2013
|
|
5/14/2004
|
15,000
|
5,000
|
$14.46
|
5/14/2014
|
|
5/6/2005
|
10,000
|
10,000
|
$11.30
|
5/6/2015
|
|
6/23/2006
|
5,001
|
14,999
|
$15.28
|
6/23/2016
|
|
5/8/2007
|
—
|
20,000
|
$17.88
|
5/8/2017
|
Option
Awards
|
||
Name
|
Shares
Acquired on Exercise
|
Value
Realized on Exercise
|
(#)
|
($)
|
|
John
S. Gilbertson
|
160,000
|
881,577
|
C.
Marshall Jackson
|
75,000
|
382,771
|
Peter
Venuto
|
2,500
|
11,550
|
Peter
Collis
|
2,000
|
12,791
|
Kurt
Cummings
|
15,000
|
69,283
|
Name
|
Number
of Years Credited Service
|
Present
Value of Accumulated Benefit
|
|
Plan
Name
|
(#)
|
($)
(1)
|
|
Peter
Collis
|
AVX
Limited Pension Scheme
|
36
years
|
$ 1,913,000
|
(1)
|
Present
Value of Accumulated Benefit calculation is denominated in British
Pounds. This amount has been converted to US dollars using an
exchange rate of $2.00 per Pound at March 31,
2008.
|
Name
|
Executive
Contributions in FY 2008
|
Company
Contributions in FY 2008
|
Aggregate
Losses in FY 2008
|
Aggregate
Balance at March 31, 2008
|
($)
(1)
|
($)
(2)
|
($)
|
($)
|
|
John
S. Gilbertson
|
343,233
|
49,038
|
(18,649)
|
3,950,646
|
Kurt
Cummings
|
32,712
|
33,895
|
(2,506)
|
365,571
|
C.
Marshall Jackson
|
127,285
|
32,271
|
(65,634)
|
2,221,505
|
Peter
Venuto
|
17,362
|
37,385
|
(11,253)
|
194,773
|
Peter
Collis
|
—
|
—
|
—
|
—
|
(1)
|
The
amounts in this column are included in the Salary and / or Bonus columns
of the Summary Compensation Table.
|
(2)
|
The
amounts in this column are included in the All Other Compensation column
of the Summary Compensation Table.
|
Kurt
Cummings
Corporate
Secretary
|