EXHIBIT 10A
AMENDMENT TO RETIREMENT AND SEPARATION AGREEMENT
This Amendment to Retirement and Separation Agreement ("Amendment") is entered
into as of August 31, 2003 between Xxxx Xxxx, ("Xxxx") and Avnet, Inc. ("Avnet"
or "the Company").
WHEREAS, Xxxx and Avnet entered into a Retirement and Separation Agreement as of
November 1, 2002 (the "Agreement");
WHEREAS, Xxxx and Avnet desire to amend the Agreement to delay the Effective
Date of Xxxx'x retirement;
NOW, THEREFORE, in consideration of the mutual promises contained in the
Agreement and in this Amendment, Xxxx and the Company agree to the following:
1. Paragraph 1 of the Agreement is deleted and replaced with the following:
"Xxxx'x employment with the Company shall terminate effective November
30, 2006 (the "Effective Date"). Xxxx'x employment status until the
Effective Date will be that of a regular full-time employee with
eligibility for normal company benefits except as specified below. On
November 30, 2006, Xxxx'x employment will terminate and will be coded
in the company's records as a retirement.
2. Paragraphs 2 (a), (b), (c), (d), (h) and (i) of the Agreement are deleted
and replaced with the following:
a. Between the date on which the Agreement and Amendment thereto are
fully executed and November 30, 2003, Xxxx will continue to work on a
full-time regular basis. On December 1, 2003, Xxxx will resign his
position as Controller of Avnet, Inc. From December 1, 2003 through
the Effective Date, Xxxx will not be assigned regular duties and will
not be required to report to work. Xxxx'x status will be "on-call"
status and the Company may contact Xxxx on a periodic basis to answer
questions and provide necessary assistance.
x. Xxxx will be paid through November 30, 2003 at his current base rate
of pay of $166,000 per year and will receive payment for all accrued
vacation and unused floating holidays as a lump sum. No vacation or
floating holidays shall accrue after November 30, 2003.
c. Effective December 1, 2003 through November 30, 2006, Xxxx'x salary
will be reduced to an annual rate of $69,167 per year, to be paid on a
bi-weekly basis. The length of salary continuation and term of
employment may be shortened at Xxxx'x option, but the total payment
commitment of $207,500 for the period from December 1, 2003 through
November 30, 2006 will not be changed.
x. Xxxx will continue to be eligible for participation in Avnet benefit
programs in effect for Avnet's U.S. based employees and the Company
will continue to deduct the normal medical and dental employee
contributions based on the cost sharing arrangement in place from time
to time through the Effective Date. Thereafter, Xxxx will become
eligible for normal COBRA medical/dental coverage continuation and
Avnet will reimburse Xxxx for the entire cost of Xxxx'x medical/dental
premium until November 30, 2007.
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x. Xxxx is currently vested in the Executive Officers' Supplemental Life
Insurance and Retirement Benefits Plan and will receive credit for
100% of a normal benefit based on employment through November 30, 2006
at the average of the highest two years compensation rate of $166,000
per year. This is a non-forfeitable benefit; and in the event Xxxx
passes away after his employment terminates and before the benefit
commences, it will be paid to his surviving spouse and/or estate.
i. All existing stock options continue to vest during Xxxx'x employment
and can be exercised at any time up until 90 days after his retirement
(by February 28, 2007), with the exception of Xxxx'x September 27,
2001 stock option grant (1999 stock option plan) which continues to
vest and will remain exercisable for up to five years after
retirement, but in any event, not longer than 10 years after the grant
date. Xxxx will be required to sign a two-year non-compete agreement
to preserve his entitlement with respect to the September 27, 2001
option grant.
3. Paragraphs 3 through 12 of the Agreement remain unchanged.
PLEASE READ CAREFULLY. Carefully consider all provisions of the Agreement and
this Amendment before signing it. THE AGREEMENT AND THIS AMENDMENT INCLUDE A
RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.
/s/ Xxxx Xxxx
__________________________________
Xxxx Xxxx
AVNET, INC.
/s/ Xxxxxxx Xxxxxxxx
__________________________________
Xxxxxxx Xxxxxxxx
Senior Vice President & Chief Financial Officer
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