Page

1.

Introduction

1

2.

Plan Eligibility

1

3.

Severance Definitions

1

4.

Eligibility for Severance Benefit

2

5.

Amount of Severance Benefit

4

6.

Section 409A and Cash in Lieu of Benefits

4

7.

Governing Law

6

8.

Miscellaneous Provisions

6

9.

Restrictive Covenants and Release

8

10.

Rehire After Receiving Severance Benefits

8

11.

Claim and Appeal Procedures and Lawsuits

8

APPENDIX A 

A-1

APPENDIX B 

B-1

1.

Introduction

2.

Plan Eligibility

3.

Severance Definitions

4.

Eligibility for Severance Benefit

A.

Eligibility for Severance Benefits.  An Executive is eligible for a Severance Benefit if any of the following occur:

a.

Executive Termination For Good Reason.  The Executive is eligible to receive a Severance Benefit in the event that the Executive terminates employment with the Company as the result of an “Adverse Action” without the Executive’s consent.  “Adverse Action” means:

(i)

a material diminution of the Executive’s authorities, duties or responsibilities, including, without limitation, title and reporting relationship;

(ii)

a material change in the geographic location at which the Executive is primarily required to perform services for the Company;

(iii)

a material reduction in the Executive’s base compensation; or

(iv)

any other action or inaction that constitutes a material breach by the Company under its letter agreement setting forth the terms of employment with the Executive;

b.

Company Termination Without Cause.  If the Executive’s employment is terminated by the Company for a reason other than “Cause,” “Death” or “Disability” (as each term is defined below), the Company shall provide to Executive written notice of the termination and shall provide  a Severance Benefit.

A.

Circumstances Resulting in Ineligibility for a Severance Benefit.  The Executive is not eligible for a Severance Benefit under the Plan if any of the following occur: 

a.

Executive Voluntary Termination.  An Executive’s voluntary termination shall not be deemed a qualifying termination under this Plan, and does not qualify for a Severance Benefit.  The Company shall pay to Executive any accrued and unpaid base salary due, for service through the date of termination, within the time prescribed by applicable law and no later than thirty (30) days thereafter.  Executive also shall receive a pro-rated Incentive Payment for the performance period in which the Executive’s employment is terminated, unless the applicable Incentive Plan provides to the contrary.  Any Incentive Payment due shall be paid at the end of the performance period, at the time prescribed by the Incentive Plan, or if no time is prescribed, within 90 days following the end of the performance period.  The Incentive Payment will be based on (and subject to) actual achievement of the applicable performance goals and pro-rated if Executive’s employment terminates before the end of the performance period.

b.

Death of Executive.  In the event of the death of Executive, the Executive shall not qualify for a Severance Benefit.  If the Executive dies while employed, the Company shall pay to Executive’s legal representative as soon as practicable all accrued and unpaid base salary due, for service through the date of death and a pro-rated portion of the Incentive Payment for the performance period in which Executive’s death occurs.  Such amounts shall be paid within thirty (30) days after Executive’s death, on a date determined by the Company; provided, however, that any pro-rated Incentive Payment shall be paid at the end of the performance period, at the time prescribed by the applicable incentive plan, based on (and subject to) actual achievement of the applicable performance goals. 

c.

Disability of Executive.  If the Executive becomes Disabled (as defined below) and the Executive’s employment terminates, the Executive shall not qualify for a Severance Benefit.  In the alternative to a Severance Benefit, Executive shall be entitled to any disability benefits payable under Company-sponsored disability benefit plans made available to Company employees generally, subject to the terms of those plans.  Executive shall be entitled to a pro-rated Incentive Payment for the performance period in which his/her employment terminates; such Incentive Payment shall be paid at the end of the performance period, at the time prescribed by the relevant incentive plan, based on (and subject to) actual achievement of the applicable performance goals.    “Disabled” and “Disability” shall mean that Executive has been totally disabled by injury or illness, mental or physical, as a result of which Executive is prevented from

further performance of his or her duties, and that such disability is likely to be permanent and continuous during the remainder of Executive’s life.  In the event of a dispute over whether Executive has become Disabled, such dispute shall be resolved through arbitration under American Arbitration Association rules, in Phoenix, Arizona.

d.

Company Termination With Cause.  If the Executive’s employment is terminated by the Company for “Cause,” the Executive shall not qualify for a Severance Benefit.  The Company shall pay to Executive any salary due, for service through the date of termination, within the time prescribed by applicable law and no later than thirty (30) days thereafter, and Executive shall forfeit any right to receive Incentive Payment or a bonus.  For purposes of this Plan, “Cause” means, but is not limited to, Executive’s gross misconduct, habitual neglect or wanton disregard of his or her duties, or conviction of any criminal act as determined by the Company’s Chief Executive Officer or, in the case of the Chief Executive Officer, the Company’s Board of Directors.

e.

Retirement.  Executive’s termination of employment under this Plan by reason of retirement shall be treated as a voluntary termination by Executive pursuant to, and subject to the requirements of, Section 4(B)(a) above.

5.

Amount of Severance Benefit

Position

Severance Benefit

Chief Executive Officer

2.0 times Base Salary Amount, plus the Health Care Severance Benefit, plus the Incentive Payment.

Senior Vice President

1.0 times Base Salary Amount, plus the Health Care Severance Benefit, plus the Incentive Payment.

6.

Section 409A and Cash in Lieu of Benefits

A.

Intent to Comply With Section 409A.    This Plan shall be administered in accordance with Section 409A of the Code, or an exception thereto, and each provision of the Plan shall be interpreted, to the extent possible, to comply with Section 409A of the Code or an exception thereto. 

B.

Separation From Service.  Except as otherwise expressly provided, references in this Plan to Executive’s termination of employment, termination date, and similar terms

related to Executive’s termination of employment or separation from service shall refer to the date of Executive’s “separation from service” within the meaning of Section 409A(a)(2)(A)(i) of the Code, as determined by the Company. 

C.

Six-Month Delay Rule.  If, as of Executive’s termination date, Executive is a “specified employee” (as determined by the Company in accordance with its guidelines established pursuant to Treas. Reg. § 1.409A-1(i)), any amount payable to Executive upon or by reason of his/her termination of employment (including expense reimbursements and in-kind benefits that are includible in income) shall be subject to the six (6) month delay required by Section 409A(a)(2)(B)(i) of the Code; provided, however, that such six (6) month delay shall not be required with respect to any payment that the Company determines is not subject to Section 409A by reason of the “short-term deferral” rule described in Treas. Reg. § 1.409A-1(b)(4), the “two-year, two-time” rule described in Treas. Reg. § 1.409A-1(b)(9)(iii), or any other exemption.  If payment of any amount is delayed by reason of this six (6) month delay, such amount shall be paid with interest on the Company’s first pay date for the seventh (7th) month that starts after Executive’s termination date (or, if earlier, within 90 days after Executive’s death).  Except as otherwise provided in a governing document for an applicable benefit plan, program, or other arrangement, interest shall be calculated using the prime rate of interest in effect at Bank of America, N.A. (or another bank designated by the Company that is one of its principal banks) on Executive’s termination date.

D.

Installments Treated as Separate Payments.  For purposes of Section 409A of the Code, except as otherwise expressly provided, each installment of payments and benefits due under this Plan shall be treated as a separate payment.

E.

Payment Date.  To the extent that any payment under this Plan may be made during a payment window, the date of payment shall be determined by the Company, in its sole discretion, and not by Executive or any other individual entitled to receive the payment.  If the Release consideration period plus any applicable revocation period spans two calendar years, any Severance Benefits that are subject to Section 409A shall be paid in the second calendar year.  No Executive has any right to make any election regarding the time or form of any payment due under this Plan.

F.

Expense Reimbursements and In-Kind Benefits.  To the extent that any expense reimbursement or in-kind benefit is subject to Section 409A (e.g., the expense reimbursement is includible in income and is not required to be paid by the end of the “applicable 2½-month period” described in Treas. Reg. § 1.409A-1(b)(4)(i)(A)), such reimbursement or benefit shall be subject to the conditions set forth in Treas. Reg. § 1.409A-3(i)(1)(iv).  Accordingly:

a.

The amount of such expenses eligible for reimbursement, or in-kind benefits provided, during a taxable year of Executive shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year;

b.

The reimbursement of each such expense shall be paid no later than the last day of Executive’s taxable year next following the taxable year in which the expense was incurred; and

c.

The right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

G.

Limited Indemnity for Company Error.  If (and only if) Executive becomes subject to adverse tax consequences under Section 409A of the Code as a result of (a) the Company’s failure to administer this Plan in accordance with its terms; (b) the Company’s failure to administer any “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) other than this Plan in accordance with its terms or the requirements of Section 409A; or (c) the Company’s failure to satisfy the Section 409A document requirements for any nonqualified deferred compensation plan other than this Plan, the Company shall pay to Executive an amount such that after all required income and employment tax withholding, the net amount paid to Executive is equal to the tax imposed under Section 409A of the Code as a result of the applicable error.  Such amount shall be calculated by a certified public accounting firm selected and paid by the Company (the “Accounting Firm”), and shall be paid no later than the last day of Executive’s taxable year next following the taxable year in which Executive remits the applicable taxes to the U.S. Treasury.  Any determination by the Accounting Firm shall be binding upon the Company and Executive.

7.

Governing Law

8.

Miscellaneous Provisions

A.

Tax Withholding.  All amounts payable under this Plan are subject to withholding for all federal, state, and local taxes, and all other amounts relating to tax or other payroll deductions, as the Company may reasonably determine should be withheld.  Regardless of the amount withheld, Executive shall be solely responsible for paying all required taxes (other than the Company’s share of employment taxes) on all payments and other compensation (including imputed compensation) and benefits provided under this Plan.

B.

Succession.  This Plan shall extend to and be binding upon Executive, the Executive’s legal representatives, heirs, and distributees, and upon the Company, its successors and assigns.

C.

Waiver of Breach.  The waiver of breach of any term or condition of this Plan shall not be deemed to constitute a waiver of any other term or condition of this Plan.

D.

Severability.  If any provision of this Plan is held to be invalid, illegal, or unenforceable, such provision shall be reformed to resolve the applicable issue while still achieving the intent of the provision to the maximum extent possible, and no other provision of the Plan shall be affected or impaired in any way.  With respect to any restrictive covenant, it is understood and agreed that if a court of competent jurisdiction or a duly constituted arbitration panel refuses to enforce any part of such restrictive covenant because it is unreasonable (whether as to geographic scope, duration, activity, subject, or otherwise), the unenforceable provision shall not be void but rather shall be deemed reduced or limited to the minimum extent necessary to permit enforcement of the covenant.  For this purpose, the geographic scope, duration, activity, and subject are divisible.

E.

Forfeiture of Certain Parachute Payments.

a.

Notwithstanding any other provision of this Plan, if paragraph b, below, applies, Executive shall forfeit amounts payable to Executive under this Plan to the extent that the Accounting Firm determines is necessary to ensure that Executive is not reasonably likely to receive a “parachute payment” within the meaning of Section 280G(b)(2) of the Code.  The Accounting Firm’s determination shall be conclusive and binding upon the Company and Executive.

b.

This paragraph b shall apply if (and only if) (i) any payment to be made under this Plan is reasonably likely to result in Executive receiving a “parachute payment” (as defined in Section 280G(b)(2) of the Code), and  (ii) Executive’s forfeiture of payments due under this Plan would result in the aggregate after-tax amount that Executive would receive being greater than the aggregate after-tax amount that Executive would receive if there were no such forfeiture. 

c.

Neither the Company nor Executive shall have any discretion to determine which payments are forfeited.  The forfeiture shall apply in reverse chronological order—e.g., the last payment in any series of payments shall be forfeited before any part of an earlier payment is forfeited.

F.

Recoupment Policy.  Any payment made to Executive pursuant to this Plan shall be subject to the terms and conditions of the Company’s recoupment or clawback policy, as in effect and amended from time to time, including disgorgement or repayment to the extent required by such policy.

G.

Headings.  The headings of the sections and subsections are inserted for convenience only and shall not be deemed to constitute a part hereof or to affect the meaning thereof.

H.

No Duplication of Benefits.  The right to receive any benefits under this Plan by any Executive is specifically conditioned upon such Executive either waiving or being ineligible for any and all severance benefits under any other employment, change in control, severance, retention or other plan or agreement otherwise available to the Executive.   The Company does not intend to provide any Executive with benefits

under both this Plan and benefits under any other employment, severance, retention, change in control or other plan or agreement sponsored by the Company or any affiliate.  The Company may override this provision by expressly stating in the other employment, change in control, severance, retention or other plan or agreement that some or all of the benefits provided by the other employment, change in control, severance retention or other plan or agreement are intended to supplement the benefits provided by this Plan.

9.

Restrictive Covenants and Release

10.

Rehire After Receiving Severance Benefits

11.

Claim and Appeal Procedures and Lawsuits

A.

Filing a Claim.  If you disagree with the amount of your Severance Benefit or how your Severance Benefit was calculated, or you otherwise believe you are entitled to additional benefits under the Plan, you may file a claim in accordance with the procedures below.  Before filing a lawsuit, you must file a claim and appeal by the deadlines set forth in these procedures.

·

References to the Plan provisions on which the decision is based;

·

A  description of any additional material or information that you should provide to complete the claim and the reasons this additional material or information is needed;

·

An explanation of the Plan’s claim review procedures, including the relevant time limits; and

·

A  statement that you have a right to bring a lawsuit under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), if the claim is denied after it is reviewed on appeal (subject to the restrictions described under “Time Limit for Filing  a Lawsuit,” below).

B.

Appealing a Denied Claim.  If you wish to appeal a denial of your claim, you must file your request in writing within 60 days after the earlier of (a) the date you receive written notice denying all or part of your claim, or (b) the expiration of the period within which the Compensation Committee is required to render its decision.  You should file your appeal with the Compensation Committee at the address above.

·

References to the Plan provisions on which the decision is based;

·

A  statement of your right to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to your claim for benefits; and

·

A  statement that you have a right to bring a lawsuit under ERISA (subject to the restrictions described under “Time Limit for Filing a Lawsuit, below”).  You may not bring a lawsuit unless your appeal has been denied or your claim or appeal is not resolved in a timely fashion.

C.

Time Limit for Filing a Lawsuit.    Any lawsuit or other action related to the Plan—such as an action to recover additional benefits or to enforce or clarify your rights under the Plan or applicable law—must be filed in a court with jurisdiction by the earlier of (a) 180 days after the Compensation Committee makes its final decision on appeal or (b) two years after the following date:

·

If you seek to recover benefits from the Plan or to clarify your right to benefits under the Plan, the two-year period starts on the earliest of (a) the date when the 

first benefit payment was actually made, (b) the date the first benefit payment was allegedly due, or (c) the date when Avnet, the Compensation Committee, or the Plan first repudiated its alleged obligation to provide the benefit.  For purposes of this rule, “repudiation” means a communication (which could be oral or in writing) indicating that you are not entitled to the particular benefit.  A  repudiation can be made in the form of a direct communication to you (such as  a response to a claim or other inquiry, or a separation agreement) or a more general communication about the benefits payable under the Plan—for example,  a summary of material modifications.

·

In any other case, the two-year period starts on the earliest date as of which you knew or should have known of the material facts on which your lawsuit or other action is based (without regard to whether you understood the legal theory on which your claim is based).  If this provision applies, you may not file a lawsuit or other action more than six years after (a) the last action on which the action is based, or (b) in the case of an omission, the latest date when the omission could have been cured—even if this six-year period ends before you knew or should have known the facts on which the action is based.

AVNET, INC.

By:

Its:

RELEASE AND WAIVER

VOLUNTARY AGREEMENT; ADVICE OF COUNSEL; 21-DAY PERIOD

REVOCATION

BINDING AGREEMENT AND PROMISE NOT TO SUE

COMPANY PROPERTY; CONFIDENTIALITY; GENERAL PROVISIONS

EXCEPTIONS AND NO INTERFERENCE WITH RIGHTS

I have read and understand the General Release set forth above.  I accept the consideration stated above and agree to be bound by the terms of this General Release.

Dated:

Signature:

Name Printed:_________________________

Employee

Employee ID:__________________________

a. Non-Competition.  The Executive agrees that for the duration of the Severance Period, he shall not, either individually or as an officer, director, stockholder, member, partner, agent, employee, consultant, principal, or committee-member of another business firm or sole proprietorship, (i) engage in, or be connected in any manner with, any business operating anywhere in the world that is in direct or indirect competition with any active business of the Company or any of its affiliates or subsidiaries, or any planned business of the Company or any of its affiliates or subsidiaries of which the Executive is aware (each a “Competitive Business”); (ii) be employed by an entity or person that controls a Competitive Business; or (iii) directly or indirectly solicit any customer or client of the Company or any of its affiliates or subsidiaries; provided, however, that the restrictions set forth in this Section (a) shall not prohibit the Executive from being a passive shareholder of a public company if the Executive owns less than one percent (1%) of such company.

b. Confidential Information.  The Executive agrees that he shall not, at any time, disclose to another, or use for any purpose, any Confidential Information.  For purposes of this agreement, Confidential Information includes all trade secrets and confidential information of the Company and its affiliates and subsidiaries including, but not limited to, the Company’s unique business methods, processes, operating techniques and “know-how” (all of which have been developed by the Company or its affiliates and subsidiaries through substantial effort and investment), profit and loss results, market and supplier strategies, customer identity and needs, information pertaining to employee effectiveness and compensation, inventory strategy, product costs, gross margins, and other information relating to the affairs of the Company and its affiliates and subsidiaries that the Executive shall have acquired during his employment with the Company.

c. Non-Solicitation of Employees.  The Executive agrees that he shall not, for three (3) years from the date hereof, directly or indirectly solicit or induce any of the employees of the Company or any of its affiliates or subsidiaries to terminate employment with their employer.