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EXHIBIT 10A
CHANGE OF CONTROL AGREEMENT
This Change of Control Agreement (the "Agreement") is made effective as of the
1st day of March, 2001, between Avnet, Inc., a New York corporation with its
principal place of business at 0000 Xxxxx 00xx Xxxxxx, Xxxxxxx, Xxxxxxx 00000
Arizona ("Avnet" or "the Company") and Xxxxxx Xxxxxxxxx (the "Officer"). Avnet
and the Officer are collectively referred to in this Agreement as "the Parties."
WHEREAS, the Officer holds the position of Vice President with the Company; and
WHEREAS, the Parties wish to provide for certain payments to the Officer in the
event of a Change of Control of the Company and the subsequent termination of
the Officer's employment without cause or the Constructive Termination of the
Officer's employment, as those capitalized terms are defined below;
NOW, THEREFORE, the Parties agree as follows:
1. Definitions.
(a) "Change of Control" means the happening of any of the following
events:
(i) the acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a
"Person") of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 50% or more of
either (A) the then outstanding shares of common stock of the
Company or (B) the combined voting power of the then
outstanding voting securities of the Company entitled to vote
generally in the election of directors; provided, however,
that the following transactions shall not constitute a Change
of Control under this subsection (i): (w) any transaction that
is authorized by the Board of Directors of the Company as
constituted prior to the effective date of the transaction,
(x) any acquisition directly from the Company (excluding an
acquisition by virtue of the exercise of a conversion
privilege), (y) any acquisition by the Company, or (z) any
acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any entity
controlled by the Company; or
(ii) individuals who, as of the effective date hereof, constitute
the Board of Directors of the Company (the "Incumbent Board")
cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a
director subsequent to the effective date hereof whose
election, or nomination for election by the Company's
stockholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board shall be
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considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a
result of either an actual or threatened election contest (as
such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on behalf
of a Person other than the Board; or
(iii) Approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company or the sale or other
disposition of all or substantially all of the assets of the
Company.
(b) "Constructive Termination" means the happening of any of the
following events:
(i) a material diminution of Officer's responsibilities,
including, without limitation, title and reporting
relationship;
(ii) relocation of the Officer's office greater than 50 miles from
its location as of the effective date of this Agreement
without the consent of the Officer;
(iii) a material reduction in Officer's compensation and benefits.
(c) The "Exchange Act" shall mean the 1934 Securities Exchange Act, as
amended.
2. Constructive Termination or Termination after Change of Control. If,
within 24 months following a Change of Control, the Company or its
successor terminates Officer's employment without cause or by Constructive
Termination, Officer will be paid, in lieu of any other rights under any
employment agreement between the Officer and the Company, in a lump sum
payment, an amount equal to 1.5 times the sum of (i) the Officer's annual
salary for the year in which such termination occurs and (ii) the
Officer's incentive compensation equal to the average of such incentive
compensation for the highest two of the last five full fiscal years. All
unvested stock options shall accelerate and vest in accordance with the
early vesting provisions under the applicable stock option plans and all
incentive stock program shares allocated but not yet delivered will be
accelerated so as to be immediately deliverable. Officer shall receive his
or her accrued and unpaid salary and any accrued and unpaid pro rata bonus
(assuming target payout) through the date of termination, and Officer will
continue to participate in the medical, dental, life, disability and
automobile benefits in which Officer is then participating for a period of
two years from the date of termination.
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3. Miscellaneous. This Agreement modifies any employment agreement between
Officer and the Company only with respect to such terms and conditions
that are specifically addressed in this Agreement. All other provisions of
any employment agreement between the Company and Officer shall remain in
full force and effect.
AVNET, INC.
By /s/ Xxxxxxx Xxxxxxxx
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Its Senior VP & CFO
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Officer
/s/ Xxxxxx Xxxxxxxxx
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