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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

   PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) February 6, 1998
                                                 ------------------

                                  AVNET, INC.
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             (Exact name of Registrant as Specified in its Charter)

         New York                     1-4224                    11-1890605
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(State or Other Jurisdiction       (Commission               (I.R.S. Employer
      of Incorporation)            File Number)             Identification No.)

80 Cutter Mill Road, Great Neck, New York                       11021
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(Address of Principal Executive Offices)                     (Zip Code)

Registrant's Telephone Number, Including Area Code - (516) 466-7000
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                                 Not Applicable
- ------------------------------------------------------------------------------
          (Former Name or Former Address if Changed Since Last Report)
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Item 5.         Other Events.

        The Registrant has entered into Employment Agreements with two of its
executive officers. Such Employment Agreements are filed as Exhibits 99.1 and
99.2 hereto.

Item 7.         Financial Statements and Exhibits.

                (a)     Inapplicable.

                (b)     Inapplicable.

                (c)     Exhibits:

                99.1    Employment Agreement effective as of June 28, 1997
                        between the Registrant and Mr. Steven Church.

                99.2    Employment Agreement effective as of October 13, 1997
                        between the Registrant and Mr. Brian Hilton.

No other item of this report form is presently applicable to the Registrant.

                                   SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                        AVNET, INC.
                                        (Registrant)

Date: February 6, 1998                  By: /s/ Raymond Sadowski
                                            ------------------------------
                                            Raymond Sadowski
                                            Senior Vice President and
                                            Chief Financial Officer

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                                 EXHIBIT INDEX

EXHIBIT NUMBER                          DESCRIPTION OF EXHIBIT
- --------------                          ----------------------

    99.1                Employment Agreement effective as of June 28, 1997
                        between the Registrant and Mr. Steven Church.

    99.2                Employment Agreement effective as of October 13, 1997
                        between the Registrant and Mr. Brian Hilton.

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        AGREEMENT effective as of June 28, 1997 between AVNET, INC., a New York
corporation with a principal place of business at 80 Cutter Mill Road, Great
Neck, New York 11021, ("Employer") and Steven C. Church, residing at 
("Employee").

                                   WITNESSETH

1.      Employment, Salary, Benefits:

1.1     Employment. Employer agrees to employ Employee and Employee agrees to
        accept employment upon the terms and conditions hereinafter set forth.

1.2     Term. Employee's employment shall commence on June 28, 1997 and subject
        to earlier termination as provided herein, may be terminated on July 2,
        1999 by either party provided, however, that the party desiring to 
        terminate the employment on July 2, 1999 gives written notice thereof 
        to the other not later than one (1) year prior thereto -- namely, on 
        or before July 2, 1998. In the event neither Employer nor Employee 
        gives such written notice of termination then Employee's employment 
        pursuant to this Agreement shall continue thereafter until either 
        Employee or Employer shall terminate such employment upon at least
        one (1) year's written notice given to the other.

1.3     Duties. Employee is hereby engaged in an executive capacity and shall
        perform such duties for Employer, or Employer's subsidiaries, 
        divisions and operating units as may be assigned to him from time to 
        time by the Chief Executive Officer or President of Employer. Employee 
        is currently engaged as President of Employer's OEM Marketing Group. 
        If Employee is elected an officer or a director of Employer or any 
        subsidiary or division thereof, he shall serve as such without 
        additional compensation.

1.4     Compensation. For all services to be rendered by Employee and for all
        covenants undertaken by him pursuant to the Agreement, Employer shall 
        pay for fiscal year 1998 (through June 26, 1998) and Employee shall 
        accept for such period compensation as set forth in the income plan 
        attached as Exhibit A. Compensation (including base salary and 
        incentive compensation) after June 26, 1998 shall be agreed upon from 
        time to time between Employer and Employee. In the event Employee's 
        employment hereunder is terminated by the one (1) year notice provided 
        for in Section 1.2 above and Employer and Employee fail to agree upon 
        compensation during all or any portion of the one (1) year notice
        period prior to termination, then Employee's compensation (base salary 
        and incentive compensation) during such portion of the notice period 
        shall remain the same in cash amount as was most recently agreed upon 
        (or as resulted on an average basis for each pay period from the 
        formula most recently agreed upon).
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1.5     Compensation on Termination.  Upon termination of this Agreement,
        Employee shall be entitled to receive only such compensation as had
        accrued and was unpaid to the effective date of termination. If the
        termination occurs other than at the end of a fiscal year of Employer
        the compensation payable to Employee (including base salary and
        incentive compensation) shall bear the same ratio to a full fiscal
        year's remuneration as the number of days for which Employee shall be
        entitled to remuneration bears to 365 days.

1.6     Additional Benefits.  In addition to the compensation described in
        Subsection 1.4, Employee shall be entitled to vacation, insurance,
        retirement and other benefits (except for severance pay benefit which
        the one-year termination notice described above is intended to replace)
        as are afforded to personnel of Employer's United States based
        Electronic Marketing Group ("EMG") operating units generally and which
        are in effect from time to time. It is understood that Employer does not
        by reason of this Agreement obligate itself to provide any such benefits
        to such personnel. Employee also participates in the Employer's
        Executive Officers' Supplemental Life Insurance and Retirement Benefits
        Program (the "Program") pursuant to the terms and conditions applicable
        to the Program.

2.      Early Termination.

2.1     Death or Disability.  Employee's employment hereunder shall terminate on
        the date of Employee's death or upon Employee suffering mental or
        physical injury, illness or incapacity which renders him unable to
        perform his customary duties hereunder on a full-time basis for a period
        of 365 substantially consecutive days, on the 365th such day. The
        opinion of a medical doctor licensed to practice in the State of
        California (or such other state wherein Employee then resides) and
        having Board certification in his field of specialization or the receipt
        of or entitlement of Employee to disability benefits under any policy of
        insurance provided or made available by Employer or under Federal Social
        Security laws, shall be conclusive evidence of such disability. 

2.2     Cause.  Employee's employment hereunder may also be terminated by
        Employer at any time prior to the expiration of the term hereof without
        notice for cause, including, but not limited to, Employee's gross
        misconduct, breach of any material term of this Agreement, willful
        breach, habitual neglect or wanton disregard of his duties, or
        conviction of any criminal act.

3.      Competitive Employment.

3.1     Full time.  Employee shall devote his full time, best efforts, attention
        and energies to the business and affairs of Employer and shall not,
        during the term of his
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        employment, be engaged in any other activity which, in the sole
        judgment of Employer, will interfere with the performance of his 
        duties hereunder.

3.2     Non-Competition. While employed by Employer or any subsidiary,
        division or operating unit of Employer, Employee shall not, without 
        the written consent of the President or Chief Executive Officer of 
        Employer, directly or indirectly (whether through his spouse, child or 
        parent, other legal entity or otherwise): own, manage, operate, join, 
        control, participate in, invest in, or otherwise be connected with, in 
        any manner, whether as an officer, director, employee, partner, 
        investor, shareholder, consultant, lender or otherwise, any business 
        entity which is engaged in, or is in any way related to or competitive
        with the business of Employer, provided, however, notwithstanding the 
        foregoing Employee shall not be prohibited from owning, directly or 
        indirectly, up to 5% of the outstanding equity interests of any 
        company or entity the stock or other equity interests of which is 
        publicly traded on a national securities exchange or on the NASDAQ 
        over-the-counter market.

3.3     Non-Solicitation. Employee further agrees that he will not, at any time
        while employed by Employer or any subsidiary, division or operating 
        unit of Employer and for a period of one year after the termination of 
        employment with Employer, without the written consent of an officer 
        authorized to act in the matter by the Board of Directors of Employer, 
        directly or indirectly, on Employee's behalf or on behalf of any 
        person or entity, induce or attempt to induce any employee of Employer 
        or any subsidiary or affiliate of Employer (collectively the "Employer 
        Group") or any individual who was an employee of the Employer Group 
        during the one (1) year prior to the date of such inducement, to leave 
        the employ of the Employer Group or to become employed by any person 
        other than members of the Employer Group or offer or provide employment
        to any such employee.

4.      Definitions:
        The words and phrases set forth below shall have the meanings as 
        indicated:

4.1     Confidential Information. That confidential business information of the
        Employer, whether or not discovered, developed, or known by Employee 
        as a consequence of his employment with Employer. Without limiting the 
        generality of the foregoing, Confidential Information shall include 
        information concerning customer identity, needs, buying practices and 
        patterns, sales and management techniques, employee effectiveness and 
        compensation information, supply and inventory techniques, 
        manufacturing processes and techniques, product design and 
        configuration, market strategies, profit and loss information, sources 
        of supply, product cost, gross margins, credit and other sales terms 
        and conditions. Confidential Information shall also include, but not 
        be limited to, information contained in Employer's manuals, memoranda, 
        price lists, computer programs (such as inventory control, billing,


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     collection, etc.) and records, whether or not designated, legended or
     otherwise identified by Employer as Confidential Information.

4.2  Developments. Those inventions, discoveries, improvements, advances,
     methods, practices and techniques, concepts and ideas, whether or not
     patentable, relating to Employer's present and prospective activities and
     products.

5.   DEVELOPMENTS, CONFIDENTIAL INFORMATION AND RELATED MATERIALS:

5.1  Assignment of Developments. Any and all Developments developed by Employee
     (acting along or in conjunction with others) during the period of
     Employee's employment hereunder shall be conclusively presumed to have been
     created for or on behalf of Employer (or Employer's subsidiary or affiliate
     for which Employee is working) as part of Employee's obligations to
     Employer hereunder. Such Developments shall be the property of and belong
     to Employer (or Employer's subsidiary or affiliate for which Employee is
     working) without the payment of consideration therefor in addition to
     Employee's compensation hereunder, and Employee hereby transfers, assigns
     and conveys all of Employee's right, title and interest in any such
     Developments to Employer (or Employer's subsidiary or affiliate for which
     Employee is working) and agrees to execute and deliver any documents that
     Employer deems necessary to effect such transfer on the demand of Employer.

5.2  Restrictions on Use and Disclosure. Employee agrees not to use or disclose
     at any time after the date hereof, except with the prior written consent of
     an officer authorized to act in the matter by the Board of Directors of
     Employer, any Confidential Information which is or was obtained or acquired
     by Employee while in the employ of Employer or any subsidiary or affiliate
     of Employer, provided, however, that this provision shall not preclude
     Employee from (i) the use or disclosure of such information which presently
     is known generally to the public or which subsequently comes into the
     public domain, other than by way of disclosure in violation of this
     Agreement or in any other unauthorized fashion, or (ii) disclosure of such
     information required by law or court order, provided that prior to such
     disclosure required by law or court order Employee will have given Employer
     three (3) business days' written notice (or, if disclosure is required to
     be made in less than three (3) business days, then such notice shall be
     given as promptly as practicable after determination that disclosure may be
     required) of the nature of the law or order requiring disclosure and the
     disclosure to be made in accordance therewith.

5.3  Return of Documents. Upon termination of Employee's employment with
     Employer, Employee shall forthwith deliver to the President or Chief
     Executive Officer of Employer all documents, customer lists and related
     documents, price and procedure manuals and guides, catalogs, records,
     notebooks and similar repositories of or 


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     containing Confidential Information and/or Developments, including all
     copies then in his possession or control whether prepared by him or others.

6.   Miscellaneous:

6.1  Consent to Arbitration. Except for the equitable relief provisions set
     forth in Section 6.2 below, Employer and Employee agree to arbitrate any
     controversy or claim arising out of this agreement or otherwise relating to
     Employee's employment or the termination of employment or this Agreement,
     in accordance with the provisions of the Mutual Agreement to Arbitrate
     Claims, a copy of which is annexed hereto as Exhibit B.

6.2  Equitable Relief. Employee acknowledges that any material breach of any of
     the provisions of Sections 3 and/or 5 would entail irreparable injury to
     Employer's goodwill and jeopardize Employer's competitive position in the
     marketplace or Confidential Information, or both, and that in addition to
     Employer's other remedies, Employee consents and Employer shall be
     entitled, as a matter of right, to an injunction issued by any court of
     competent jurisdiction restraining any breach of Employee and/or those with
     whom Employee is acting in concert and to other equitable relief to prevent
     any such actual, intended or likely breach.

6.3  Survival. The provisions of Sections 3.2, 3.3, 4, 5, and 6 shall survive
     the termination of Employee's employment hereunder.

6.4  Interpretation. If any court of competent jurisdiction or duly constituted
     arbitration panel shall refuse to enforce any or all of the provisions
     hereof because they are more extensive (whether as to geographic scope,
     duration, activity, subject or otherwise) than is reasonable, it is
     expressly understood and agreed that such provisions shall not be void, but
     that for the purpose of such proceedings and in such jurisdiction, the
     restrictions contained herein shall be deemed reduced or limited to the
     extent necessary to permit enforcement of such provisions.

6.5  Succession. This Agreement shall extend to and be binding upon Employee,
     his legal representatives, heirs and distributees and upon Employer, its
     successors and assigns.

6.6  Entire Agreement. This Agreement and the Exhibits hereto contain the entire
     agreement of the parties with respect to their subject matter and no
     waiver, modification or change of any provisions hereof shall be valid
     unless in writing and signed by the parties against whom such claimed
     waiver, modification or change is sought to be enforced.
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6.7  Waiver of Breach. The waiver of any breach of any term or condition of this
     Agreement shall not be deemed to constitute a waiver of any other term or
     condition of this Agreement.

6.8  Notices. All notices pursuant to this Agreement shall be in writing and
     shall be given by registered or certified mail, or the equivalent, return
     receipt requested, addressed to the parties hereto at the addresses set
     forth above, or to such address as may hereafter be specified by notice
     in writing in the same manner by any party or parties.

6.9  Headings. Except for the headings in Section 4, 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.

     IN WITNESS WHEREOF, parties have executed this Agreement effective as of
the day and year first above written.

                                             AVNET, INC.    



                                             By   /s/ Roy Vallee
                                               ---------------------------

                                             Title  President, Avnet Inc.
                                                   -----------------------

                                              /s/ Steven C. Church
                                             -----------------------------
                                                  Steven C. Church
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                                   Exhibit A

[AVNET LOGO]                                                  FY '98 INCOME PLAN
- --------------------------------------------------------------------------------
GROUP/DIVISION:    OEM MARKETING GROUP        EMPLOYEE NAME:        Steve Church

JOB TITLE:  PRESIDENT                         LOC (CITY, STATE):    Irvine, CA
- --------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------- EMP NO: SSN: HIRE DATE: EFF DATE: 1/21/91 7/1/97 - ----------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------- CURRENT CORP: BRANCH: DEPT: JOB CODE: - ----------------------------------------------------------------------------------------------------------- NEW CORP: BRANCH: DEPT: JOB CODE: - ----------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------- CURRENT HOURLY RATE: 173.08 RATE CODE: CAR ALLOWANCE (BI-WEEKLY): - ----------------------------------------------------------------------------------------------------------- NEW HOURLY RATE: 192.31 RATE CODE: MI CAR ALLOWANCE (BI-WEEKLY): - ----------------------------------------------------------------------------------------------------------- BASE SALARY: $ 400,000 ------------- INCENTIVE: EMG World Wide NIBT $: + $ 300,000 ------------- ================= TARGET INCOME: = $ 700,000 ------------- - ----------------------------------------------------------------------------------------------------------- COMMENTS: Base effective 7/07/97. - ----------------------------------------------------------------------------------------------------------- =========================================================================================================== - ----------------------------------------------------------------------------------------------------------- NIBT Objective (EMG World Wide): NIBT Multiplier #1: For NIBT dollars up to objective $402,570,000 .0009175 - ----------------------------------------------------------------------------------------------------------- FY98 multiplier based on FY96 actual NIBT of NIBT Multiplier is adjusted based on each month's rolling 90 day average NCFAT/ROWC actual for EMG World $326,976,678 Wide divided by the FY97 full year actual. (Example on page 2.) - ----------------------------------------------------------------------------------------------------------- NIBT Multiplier #2: For NIBT dollars over objective .001835 - ----------------------------------------------------------------------------------------------------------- Date Prepared: September 11, 1997 -----------------------------------
8 TARGET INCOME The projected amount of annual income that you will earn for achievement of your business plan as outlined below. BASE SALARY That portion of the income plan which is a salary paid bi-weekly. EMG WORLD WIDE NIBT DOLLAR INCENTIVE FOR FY'98, the Net Income Before Tax (NIBT) Dollar multiplier with which your incentive compensation will be calculated is based on the FY'97 NIBT Dollar actual performance for EMG World Wide. You will be paid a multiplier of .0009175 on all NIBT Dollars generated during FY'98. This multiplier will be adjusted each month according to that month's rolling 90 day average NOPAT (net operating profit after tax) actual as a percentage of the ROWC (return on working capital) on EMG World Wide compared to the FY'97 year and NOPAT/ROWC actual. The FY'97 NOPAT/ROWC actual is 16.69%. For example, if the actual 90 day rolling average NOPAT/ROWC for EMG World Wide is 17.5% for September 1997, the full multiplier would be paid at 104.9% for September (17.5/16.69 = 1.0485). If the actual 90 day rolling average NOPAT/ROWC is 16%, the full multiplier would be paid at 95.9% (16/16.69 = .9587). This multiplier will be rounded to 3 decimal points (.959). Should the actual NIBT dollars generated in FY'98 exceed the FY'98 NIBT Objective, you will be paid a multiplier ($2) double the standard multiplier for all NIBT dollars generated above the FY'98 NIBT Objective. The NOPAT/ROWC calculation for adjustment to the multiplier will continue to apply if multiplier #2 is used. The NIBT Objective and multipliers #1 and #2 are shown on the front page of this Income Plan. This incentive will be paid monthly. Avnet reserves the right, based on business conditions, to reestablish budgets and corresponding incentive multipliers. If for any reason your employment with Avnet should terminate before the end of FY'98. your total compensation will be that amount actually earned up to your last day of employment based upon actual product shipments through your last day of employment. No commission will be paid on orders remaining in the backlog on your termination date, whether or not you obtained such orders. This Target Income Plan describes how your compensation will be computed. A Target Income Plan is not an employment agreement. Your employment at Avnet is at-will, and therefore, your employment and compensation can be terminated, with or without cause, and with or without notice, at any time, at your option or at Avnet's option. This at-will employment relationship will remain in effect throughout your employment with Avnet, or any of its subsidiary or affiliated companies, unless it is modified by a specific, express written employment contract for a specified term, which is signed by the Chairman, CEO or the President of Avnet and you. This at-will relationship may not be modified by any oral or implied agreement. These statements about the at-will nature of employment constitute the complete understanding between Avnet and you regarding this subject. If at any time you have questions regarding your Target Income Plan, feel free to discuss them with your management. 9 EXHIBIT B MUTUAL AGREEMENT TO ARBITRATE CLAIMS I recognize that differences may arise between Avnet, Inc. ("the Company") and me during or following my employment with the Company, and that those differences may or may not be related to my employment. I understand and agree that by entering into this Agreement to Arbitrate Claims ("Agreement"), I anticipate gaining the benefits of a speedy, impartial dispute-resolution procedure. Except as provided in this Agreement, the Federal Arbitration Act shall govern the interpretation, enforcement and all proceedings pursuant to this Agreement. To the extent that the Federal Arbitration Act is inapplicable, applicable state law pertaining to agreements to arbitrate shall apply. I understand that any reference in this Agreement to the Company will be a reference also to all divisions, subsidiaries and affiliates of the Company. Additionally, except as otherwise provided herein, any reference to the Company shall also include all benefit plans; the benefit plans' sponsors, fiduciaries, administrators, affiliates, and all successors and assigns of any of them. CLAIMS COVERED BY THE AGREEMENT The Company and I mutually consent to the resolution by arbitration of all claims or controversies ("claims"), whether or not arising out of my employment (or its termination), that the Company may have against me or that I may have against the Company or against its officers, directors, employees or agents in their capacity as such or otherwise. The claims covered by this Agreement include, but are not limited to, claims for wages or other compensation due; claims for breach of any contract or covenant (express or implied); tort claims; claims for discrimination and harassment (including, but not limited to, race, sex, sexual orientation, religion, national origin, age, marital status, medical condition, handicap or disability); claims for benefits (except where an employee benefit or pension plan specifies that its claims procedure shall culminate in an arbitration procedure different from this one); and claims for violation of any federal, state, or other governmental law, statute, regulation, or ordinance, except claims excluded in the section entitled "Claims Not Covered by the Agreement." Except as otherwise provided in this Agreement, both the Company and I agree that neither of us shall initiate or prosecute any lawsuit or administrative action (other than an administrative charge of discrimination) in any way related to any claim covered by this Agreement. CLAIMS NOT COVERED BY THE AGREEMENT Claims I may have for workers' compensation or unemployment compensation benefits are not covered by this Agreement. Also not covered are claims by the Company for injunctive and/or other equitable relief including, but not limited to, claims for injunctive and/or other equitable relief for unfair competition and/or the use and/or unauthorized disclosure of trade secrets or confidential information, as to which I understand and agree that the Company may seek and obtain relief from a court of competent jurisdiction. 10 REQUIRED NOTICE OF ALL CLAIMS AND STATUTE OF LIMITATIONS The Company and I agree that the aggrieved party must give written notice of any claim to the other party within one (1) year of the date the aggrieved party first has knowledge of the event giving rise to the claim; otherwise the claim shall be void and deemed waived even if there is a federal or state statute of limitations which would have given more time to pursue the claim. Written notice to the Company, or its officers, directors, employees or agents, shall be sent to its President at the Company's then-current address. I will be given written notice at the last address recorded in my personnel file. The written notice shall identify and describe the nature of all claims asserted and the facts upon which such claims are based. The notice shall be sent to the other party by certified or registered mail, return receipt requested. DISCOVERY Each party shall have the right to take the deposition of one individual and any expert witness designated by another party. Each party also shall have the right to propound requests for production of documents to any party. Additional discovery may be had only where the panel of arbitrators selected pursuant to this Agreement so orders, upon a showing of substantial need. At least thirty (30) days before the arbitration, the parties must exchange lists of witnesses, including any expert, and copies of all exhibits intended to be used at the arbitration. SUBPOENAS Each party shall have the right to subpoena witnesses and documents for the arbitration. ARBITRATION PROCEDURES The Company and I agree that, except as provided in this Agreement, any arbitration shall be in accordance with the then-current Model Employment Arbitration Procedures of the American Arbitration Association ("AAA") before a panel of three arbitrators who are licensed to practice law in the state where the arbitration is to take place ("the Panel"). The arbitration shall take place in or near the city in which I am or was last employed by the Company. The Panel shall apply the substantive law (and the law of remedies, if applicable) of the state in which the claim arose, or federal law, or both, as applicable to the claim(s) asserted. The Federal Rules of Evidence shall apply. The Panel, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Agreement, including but not limited to any claim that all or any part of this Agreement is void or voidable. The Panel shall render an award and opinion in the form typically rendered in labor arbitrations. The arbitration shall be final and binding upon the parties. The Panel shall have jurisdiction to hear and rule on pre-hearing disputes and is authorized to hold pre-hearing conferences by telephone or in person, as the Panel deems necessary. The 2 11 Panel shall have the authority to entertain a motion to dismiss and/or a motion for summary judgment by any party and shall apply the standards governing such motions under the Federal Rules of Civil Procedure. Either party, at its expense, may arrange for and pay the cost of a court reporter to provide a stenographic record of proceedings. ARBITRATION FEES AND COSTS The Company and I shall equally share the fees and costs of the Panel. Each party shall pay for its own costs and attorneys' fees, if any. However, if any party prevails on a statutory claim which affords the prevailing party attorneys' fees, or if there is a written agreement providing for fees, the Panel may award reasonable fees to the prevailing party. INTERSTATE COMMERCE I understand and agree that the Company is engaged in transactions involving interstate commerce and that my employment involves such commerce. REQUIREMENTS FOR MODIFICATION OR REVOCATION This Agreement to arbitrate shall survive the termination of my employment. It can only be revoked or modified by a writing signed by me and an officer of the Company which specifically states an intent to revoke or modify this Agreement. SOLE AND ENTIRE AGREEMENT This is the complete agreement of the parties on the subject of arbitration of disputes, except for any arbitration agreement in connection with any pension or benefit plan. This Agreement supersedes any prior or contemporaneous oral or written understanding on the subject. No party is relying on any representations, oral or written, on the subject of the effect, enforceability or meaning of this Agreement, except as specifically set forth in this Agreement. CONSTRUCTION If any provision of this Agreement is adjudged to be void or otherwise unenforceable, in whole or in part, such adjudication shall not affect the validity of the remainder of the Agreement. CONSIDERATION The promises by the Company and by me to arbitrate differences, rather than litigate them before courts or other bodies, provide consideration for each other. 3 12 NOT AN EMPLOYMENT AGREEMENT This Agreement is not, and shall not be construed to create, any contract of employment, express or implied. Nor does this Agreement in any way alter the "at-will" statue of my employment. VOLUNTARY AGREEMENT I ACKNOWLEDGE THAT I HAVE CAREFULLY READ THIS AGREEMENT, THAT I UNDERSTAND ITS TERMS, THAT ALL UNDERSTANDINGS AND AGREEMENTS BETWEEN THE COMPANY AND ME RELATING TO THE SUBJECTS COVERED IN THE AGREEMENT ARE CONTAINED IN IT, AND THAT I HAVE ENTERED INTO THE AGREEMENT VOLUNTARILY AND NOT IN RELIANCE ON ANY PROMISES OR REPRESENTATIONS BY THE COMPANY OTHER THAN THOSE CONTAINED IN THIS AGREEMENT ITSELF. I UNDERSTAND THAT BY SIGNING THIS AGREEMENT I AM GIVING UP MY RIGHT TO A JURY TRIAL. I FURTHER ACKNOWLEDGE THAT I HAVE BEEN GIVEN THE OPPORTUNITY TO DISCUSS THIS AGREEMENT WITH MY PRIVATE LEGAL COUNSEL AND HAVE AVAILED MYSELF OF THAT OPPORTUNITY TO THE EXTENT I WISH TO DO SO. EMPLOYEE AVNET, INC. /s/ Steven C. Church /s/ Roy Vallee - ------------------------- ------------------------------- Signature of Employee Signature of Authorized Company Representative /s/ Steven C. Church President, Avnet, Inc. - ------------------------- ------------------------------- Print Name of Employee Title of Representative 12/16/97 12/16/97 - ------------------------- ------------------------------- Date Date 4
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       AGREEMENT effective as of October 13, 1997 between AVNET, INC., a New
York corporation with a principal place of business at 80 Cutter Mill Road,
Great Neck, New York 11021, ("Employer") and Brian Hilton, residing at
("Employee").


                              W I T N E S S E T H

1.     Employment, Salary, Benefits:

1.1    Employment. Employer agrees to employ Employee and Employee agrees to
       accept employment upon the terms and conditions hereinafter set forth.

1.2    Term. Employee's employment shall commence on October 13, 1997 and
       subject to earlier termination as provided herein, may be terminated on
       July 2, 1999 by either party provided, however, that the party desiring
       to terminate the employment on July 2, 1999 gives written notice thereof
       to the other not later than one (1) year prior thereto -- namely, on or
       before July 2, 1998. In the event neither Employer nor Employee gives
       such written notice of termination then Employee's employment pursuant to
       this Agreement shall continue thereafter until either Employee or
       Employer shall terminate such employment upon at least one (1) year's
       written notice of termination given to the other.

1.3    Duties. Employee is hereby engaged in an executive capacity and shall
       perform such duties for Employer, or Employer's subsidiaries, divisions
       and operating units as may be assigned to him from time to time by the
       Chief Executive Officer or President of Employer. Employee is currently
       engaged as President of Employer's EMG-Asia operations. If Employee is
       elected an officer or a director of Employer or any subsidiary or
       division thereof, he shall serve as such without additional compensation.

1.4    Compensation. For all services to be rendered by Employee and for all
       covenants undertaken by him pursuant to the Agreement, Employer shall pay
       for fiscal year 1998 (through June 26, 1998) and Employee shall accept
       for such period compensation as set forth in the income plan attached as
       Exhibit A. Compensation (including base salary and incentive
       compensation) after June 26, 1998 shall be agreed upon from time to time
       between Employer and Employee. In the event Employee's employment
       hereunder is terminated by the one (1) year notice provided for in
       Section 1.2 above and Employer and Employee fail to agree upon
       compensation during all or any portion of the one (1) year notice period
       prior to termination, then Employee's compensation (base salary and
       incentive compensation) during such portion of the notice period shall
       remain the same in cash amount as was most recently agreed upon (or as
       resulted on an average basis for each pay period from the formula most
       recently agreed upon).
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1.5  Compensation on Termination. Upon termination of this Agreement, Employees
     shall be entitled to receive only such compensation as had accrued and was
     unpaid to the effective date of termination. If the termination occurs
     other than at the end of a fiscal year of Employer the compensation payable
     to Employee (including base salary and incentive compensation) shall be
     appropriately pro-rated.

1.6  Additional Benefits. In addition to the compensation described in
     Subsection 1.4, Employee shall be entitled to vacation, insurance,
     retirement and other benefits (except for severance pay benefit which the
     one-year termination notice described above is intended to replace) as are
     afforded to personnel of Employer's United States based EMG operating units
     generally and which are in effect from time to time. It is understood that
     Employer does not by reason of this Agreement obligate itself to provide
     any such benefits to such personnel. Employee shall be eligible for a
     Company-provided automobile in accordance with the Company's program
     therefor and shall be reimbursed by the Company for COBRA medical insurance
     premiums during the first three (3) months of his employ. Employee also
     shall participate in the Employer's Executive Officers' Supplemental Life
     Insurance and Retirement Benefits Program (the "Program") pursuant to the
     terms and conditions applicable to the Program except, however, the Company
     guarantees to Employee that he shall receive benefits under the Program or
     directly from the Company as if he had been credited with 1-1/2 years of
     service as an employee and as an officer of the Company for each year that
     he is actually employed by the Company.

1.7  Stock Options. In the event of a Change of Control (as defined below)
     results in the termination of this Agreement and of Employee's employment
     with the Company, the Company shall pay to Employee upon such termination
     cash compensation for all Company stock options granted to Employee but not
     yet vested. The amount of such compensation shall be based on the
     difference between the grant price of such stock options and the average
     price of the Company stock on the date of termination times the number of
     option shares not yet vested.

2.   EARLY TERMINATION

2.1  Death or Disability. Employee's employment hereunder shall terminate on the
     date of Employee's death or upon Employee suffering mental or physical
     injury, illness or incapacity which renders him unable to perform his
     customary duties hereunder on a full-time basis for a period of 365
     substantially consecutive days, on the 365th such day. The opinion of a
     medical doctor licensed to practice in the State of Arizona (or such other
     state wherein Employee then resides) and having Board certification in his
     field of specialization or the receipt of or entitlement of Employee to
     disability benefits under any policy of insurance provided or made
     available by Employer or under Federal Social Security laws, shall be
     conclusive evidence of such disability.
  
   3
                                       3

2.2    Cause. Employee's employment hereunder may also be terminated by Employer
       prior to the expiration of the term hereof without notice for cause,
       including, but not limited to, Employee's gross misconduct, breach of any
       material term of this Agreement, willful breach, habitual neglect or
       wanton disregard of his duties, or conviction of any criminal act.

3.     Competitive Employment:

3.1    Full time. Employee shall devote his full time, best efforts, attention
       and energies to the business and affairs of Employer and shall not,
       during the term of his employment, be engaged in any other activity
       which, in the sole judgment of Employer, will interfere with the
       performance of his duties hereunder.

3.2    Non-Competition. While employed by Employer or any subsidiary, division
       or operating unit of Employer, Employee shall not, without the written
       consent of the President or Chief Executive Officer of Employer, directly
       or indirectly (whether through his spouse, child or parent, other legal
       entity or otherwise): own, manage, operate, join, control, participate
       in, invest in, or otherwise be connected with, in any manner, whether as
       an officer, director, employee, partner, investor, shareholder,
       consultant, lender or otherwise, any business entity which is engaged in,
       or is in any way related to or competitive with the business of Employer,
       provided, however, notwithstanding the foregoing Employee shall not be
       prohibited from owning, directly or indirectly, up to 5% of the
       outstanding equity interests of any company or entity the stock or other
       equity interests of which is publicly traded on a national securities
       exchange or on the NASDAQ over-the-counter market.

3.3    Non-Solicitation. Employee further agrees that he will not, at any time
       while employed by Employer or any subsidiary, division or operating unit
       of Employer and for a period of one year after the termination of
       employment with Employer, without the written consent of an officer
       authorized to act in the matter by the Board of Directors of Employer,
       directly or indirectly, on Employee's behalf or on behalf of any person
       or entity, induce or attempt to induce any employee of Employer or any
       subsidiary or affiliate of Employer (collectively the "Employer Group")
       or any individual who was an employee of the Employer Group during the 
       one (1) year prior to the date of such inducement, to leave the employ of
       the Employer Group or to become employed by any person other than members
       of the Employer Group or offer or provide employment to any such
       employee.

4.     Definitions:
       The words and phrases set forth below shall have the meaning as
       indicated:

4.1    Confidential Information. That confidential business information of the
       Employer, whether or not discovered, developed, or known by Employee as a
       consequence of
   4
                                       4

     his employment with Employer. Without limiting the generality of the
     foregoing, Confidential Information shall include information concerning
     customer identity, needs, buying practices and patterns, sales and
     management techniques, employee effectiveness and compensation information,
     supply and inventory techniques, manufacturing processes and techniques,
     product design and configuration, market strategies, profit and loss
     information, sources of supply, product cost, gross margins, credit and
     other sales terms and conditions. Confidential Information shall also
     include, but not be limited to, information contained in Employer's
     manuals, memoranda, price lists, computer programs (such as inventory
     control, billing, collection, etc.) and records, whether or not designated,
     legended or otherwise identified by Employer as Confidential Information.

4.2  Developments. Those inventions, discoveries, improvements, advances,
     methods, practices and techniques, concepts and ideas, whether or not
     patentable, relating to Employer's present and prospective activities and
     products.

4.3  Change of Control. The majority of the members of the Board of Directors of
     the Company being elected for the first time by any single person, entity
     or group which owns or controls voting rights to a majority of the
     Company's then outstanding shares of stock.

5.   Developments, Confidential Information and Related Materials:

5.1  Assignment of Developments. Any and all Developments developed by Employee
     (acting alone or in conjunction with others) during the period of
     Employee's employment hereunder shall be conclusively presumed to have been
     created for or on behalf of Employer (or Employer's subsidiary or affiliate
     for which Employee is working) as part of Employee's obligations to
     Employer hereunder. Such Developments shall be the property of and belong
     to Employer (or Employer's subsidiary or affiliate for which Employee is
     working) without the payment of consideration therefor in addition to
     Employee's compensation hereunder, and Employee hereby transfers, assigns
     and conveys all of Employee's right, title and interest in any such
     Developments to Employer (or Employer's subsidiary or affiliate for which
     Employee is working) and agrees to execute and deliver any documents that
     Employer deems necessary to effect such transfer on the demand of Employer.

5.2  Restrictions on Use and Disclosure. Employee agrees not to use or disclose
     at any time after the date hereof, except with the prior written consent of
     an officer authorized to act in the matter by the Board of Directors of
     Employer, any Confidential Information which is or was obtained or acquired
     by Employee while in the employ of Employer or any subsidiary or affiliate
     of Employer, provided, however, that this provision shall not preclude
     Employee from (i) the use or disclosure of such information which presently
     is known generally to the public or
   5
                                       5

     which subsequently comes into the public domain, other than by way of
     disclosure in violation of this Agreement or in any other unauthorized
     fashion, or (ii) disclosure of such information required by law or court
     order, provided that prior to such disclosure required by law or court
     order Employee will have given Employer three (3) business days' written
     notice (or, if disclosure is required to be made in less than three (3)
     business days, then such notice shall be given as promptly as practicable
     after determination that disclosure may be required) of the nature of the
     law or order requiring disclosure and the disclosure to be made in 
     accordance therewith.

5.3  Return of Documents. Upon termination of Employee's employment with
     Employer, Employee shall forthwith deliver to the President or Chief
     Executive Officer of Employer all documents, customer lists and related
     documents, price and procedure manuals and guides, catalogs, records,
     notebooks and similar repositories of or containing Confidential
     Information and/or Developments, including all copies then in his
     possession or control whether prepared by him or others.

6.   Miscellaneous:

6.1  Consent to Arbitration. Except for the equitable relief provisions set
     forth in Section 6.2 below, Employer and Employee agree to arbitrate any
     controversy or claim arising out of this agreement or otherwise relating to
     Employee's employment or the termination of employment or this Agreement,
     in accordance with the provisions of the Mutual Agreement to Arbitrate
     Claims, a copy of which is annexed hereto as Exhibit B.

6.2  Equitable Relief. Employee acknowledges that any material breach of any of
     the provisions of Section 3 and/or 5 would entail irreparable injury to
     Employer's goodwill and jeopardize Employer's competitive position in the
     marketplace or Confidential Information, or both, and that in addition to
     Employer's other remedies, Employee consents and Employer shall be
     entitled, as a matter of right, to an injunction issued by any court of
     competent jurisdiction restraining any breach of Employee and/or those with
     whom Employee is acting in concert and to other equitable relief to prevent
     any such actual, intended or likely breach.

6.3  Survival. The provisions of Sections 3.2, 3.3, 4, 5, and 6 shall survive 
     the termination of Employee's employment hereunder.

6.4  Interpretation. If any court of competent jurisdiction or duly
     constituted arbitration panel shall refuse to enforce any or all of the
     provisions hereof because they are more extensive (whether as to geographic
     scope, duration, activity, subject or otherwise) than is reasonable, it
     is expressly understood and agreed that such provisions shall not be void,
     but that for the purpose of such proceedings and in such
   6
                                       6


       jurisdiction, the restrictions contained herein shall be deemed reduced
       or limited to the extent necessary to permit enforcement of such
       provisions.

6.5    Succession. This Agreement shall extend to and be binding upon Employee,
       his legal representatives, heirs and distributees and upon Employer, its
       successors and assigns.

6.6    Entire Agreement. This Agreement and the Exhibits hereto contain the
       entire agreement of the parties with respect to their subject matter and
       no waiver, modification or change of any provisions hereof shall be valid
       unless in writing and signed by the parties against whom such claimed
       waiver, modification or change is sought to be enforced.

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

6.8    Notices. All notices pursuant to this Agreement shall be in writing and
       shall be given by registered or certified mail, or the equivalent, return
       receipt requested, addressed to the parties hereto at the addresses set
       forth above, or to such address as may hereafter be specified by notice
       in writing in the same manner by any party or parties.

6.9    Headings. Except for the headings in Section 4, 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.

       IN WITNESS WHEREOF, parties have executed this Agreement effective as of
the day and year first above written.

                                        AVNET, INC.


                                        By: /s/ Roy Vallee
                                        ------------------------
                                        Title: President


                                        /s/ Brian Hilton
                                        ------------------------
                                        Brian Hilton


                                        
   7
                                   EXHIBIT A

[AVNET LOGO]                                                 FY '98 INCOME PLAN

- --------------------------------------------------------------------------------

GROUP/DIVISION: AVNET, INC.                          EMPLOYEE NAME: Brian Hilton
JOB TITLE: PRESIDENT, AVNET EMG-ASIA                 LOC (CITY, STATE):

- -------------------------------------------------------------------------------- EMP NO. SSN: HIRE DATE: EFF DATE: - --------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- CURRENT CORP: BRANCH: DEPT: JOB CODE: - -------------------------------------------------------------------------------- NEW CORP: BRANCH: DEPT: JOB CODE: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CURRENT HOURLY RATE: RATE CODE: CAR ALLOWANCE (BI-WEEKLY): - -------------------------------------------------------------------------------- NEW HOURLY RATE: RATE CODE: CAR ALLOWANCE (BI-WEEKLY): - --------------------------------------------------------------------------------
BASE SALARY: $325,000 INCENTIVE: Avnet EMG Worldwide Electronic Components NIBT $: + $150,000 (Avnet EMG Worldwide less CMG) ---------- TARGET INCOME: = $475,000 ==========
Note: Base salary, incentive and target income will all be prorated for the portion of the fiscal year Mr. Hilton is employed by the Company. - -------------------------------------------------------------------------------- COMMENTS: Incentive to be paid at the higher of actual or guaranteed at $150,000 for all of FY'98. - --------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------- FY'98 NIST Objective: NIBT Multiplier #1 For NIBT dollars up to objective $336,606,000 .0005338 - ----------------------------------------------------------------------------------------------------------------------------------- FY98 multiplier based on FY97 actual NIBT of NIBT Multiplier #2 For NIBT dollars over objective $281,027,175 .001068 - -----------------------------------------------------------------------------------------------------------------------------------
Date Prepared: August 14, 1997 8 TARGET INCOME This is your target income for FY'98 based on achievement of business plan and area of responsibility objectives. BASE SALARY That portion of the income plan which is a salary paid bi-weekly. AVNET EMG WORLDWIDE ELECTRONIC COMPONENTS NET INCOME BEFORE TAX DOLLAR INCENTIVE (Avnet EMG Worldwide NIBT less CMG NIBT) For FY'98, the Net Income Before Tax (NIBT) Dollar multiplier (#1 on the first page) with which your incentive compensation will be calculated is based on the FY'97 NIBT Dollar actual performance for Avnet EMG Worldwide Electronic Components. You will be paid this multiplier on all NIBT dollars generated in FY'98 up to the FY'98 objective. Should the actual NIBT dollars generated in FY '98 exceed the FY'98 NIBT Objective, you will be paid a multiplier (#2) that is double the standard multiplier for all NIBT dollars generated above the FY'98 NIBT Objective. The NIBT Objective and multipliers #1 and #2 are shown on the front page of this Income Plan. Your incentive will be calculated monthly and paid one month in arrears. SPECIAL NOTE: During FY'98 your incentive compensation will be paid at the guarantee or at the actual result, whichever amount is greater. Avnet reserves the right, based on business conditions, to reestablish budgets and corresponding incentive multipliers. If for any reason your employment with Avnet should terminate before the end of FY'98, your total compensation will be that amount actually earned up to your last day of employment based upon actual product shipments through your last day of employment. No commission will be paid on orders remaining in the backlog on your termination date, whether or not you obtained such orders. This Target Income Plan describes how your compensation will be computed. A Target Income Plan is not an employment agreement. Your employment at Avnet is at-will, and therefore, your employment and compensation can be terminated, with or without cause, and with or without notice, at any time, at your option or at Avnet's option. This at-will employment relationship will remain in effect throughout your employment with Avnet, or any of its subsidiary or affiliated companies, unless it is modified by a specific, express written employment contract for a specified term, which is signed by the Chairman, CEO or the President of Avnet and you. This at-will relationship may not be modified by any oral or implied agreement. These statements about the at-will nature of employment constitute the complete understanding between Avnet and you regarding this subject. If at any time you have questions regarding your Target Income Plan, feel free to discuss them with your management. 9 EXHIBIT B MUTUAL AGREEMENT TO ARBITRATE CLAIMS I recognize that differences may arise between Avnet, Inc. ("the Company") and me during or following my employment with the Company, and that those differences may or may not be related to my employment. I understand and agree that by entering into this Agreement to Arbitrate Claims ("Agreement"), I anticipate gaining the benefits of a speedy, impartial dispute-resolution procedure. Except as provided in this Agreement, the Federal Arbitration Act shall govern the interpretation, enforcement and all proceedings pursuant to this Agreement. To the extent that the Federal Arbitration Act is inapplicable, applicable state law pertaining to agreements to arbitrate shall apply. I understand that any reference in this Agreement to the Company will be a reference also to all divisions, subsidiaries and affiliates of the Company. Additionally, except as otherwise provided herein, any reference to the Company shall also include all benefit plans; the benefit plans' sponsors, fiduciaries, administrators, affiliates; and all successors and assigns of any of them. CLAIMS COVERED BY THE AGREEMENT The Company and I mutually consent to the resolution by arbitration of all claims or controversies ("claims"), whether or not arising out of my employment (or its termination), that the Company may have against me or that I may have against the Company or against its officers, directors, employees or agents in their capacity as such or otherwise. The claims covered by this Agreement include, but are not limited to, claims for wages or other compensation due; claims for breach of any contract or covenant (express or implied); tort claims; claims for discrimination and harassment (including, but not limited to, race, sex, sexual orientation, religion, national origin, age, marital status, medical condition, handicap or disability); claims for benefits (except where an employee benefit or pension plan specifies that its claims procedure shall culminate in an arbitration procedure different from this one); and claims for violation of any federal, state, or other governmental law, statute, regulation, or ordinance, except claims excluded in the section entitled "Claims Not Covered by the Agreement." Except as otherwise provided in this Agreement, both the Company and I agree that neither of us shall initiate or prosecute any lawsuit or administrative action (other than an administrative charge of discrimination) in any way related to any claim covered by this Agreement. CLAIMS NOT COVERED BY THE AGREEMENT Claims I may have for workers' compensation or unemployment compensation benefits are not covered by this Agreement. Also not covered are claims by the Company for injunctive and/or other equitable relief including, but not limited to, claims for injunctive and/or other equitable relief for unfair competition and/or the use and/or unauthorized disclosure of trade secrets or confidential information, as to which I understand and agree that the Company may seek and obtain relief from a court of competent jurisdiction. 10 REQUIRED NOTICE OF ALL CLAIMS AND STATUTE OF LIMITATIONS - -------------------------------------------------------- The Company and I agree that the aggrieved party must give written notice of any claim to the other party within one (1) year of the date of the aggrieved party first has knowledge of the event giving rise to the claim; otherwise the claim shall be void and deemed waived even if there is a federal or state statute of limitations which would have given more time to pursue the claim. Written notice to the Company, or its officers, directors, employees or agents, shall be sent to its President at the Company's then-current address. I will be given written notice at the last address recorded in my personnel file. The written notice shall identify and describe the nature of all claims asserted and the facts upon which such claims are based. The notice shall be sent to the other party by certified or registered mail, return receipt requested. DISCOVERY - --------- Each party shall have the right to take the deposition of one individual and any expert witness designated by another party. Each party also shall have the right to propound requests for production of documents to any party. Additional discovery may be had only where the panel of arbitrators selected pursuant to this Agreement so orders, upon a showing of substantial need. At least thirty (30) days before the arbitration, the parties must exchange lists of witnesses, including any experts, and copies of all exhibits intended to be used at the arbitration. SUBPOENAS - --------- Each party shall have the right to subpoena witnesses and documents for the arbitration. ARBITRATION PROCEDURES - ---------------------- The Company and I agree that, except as provided in this Agreement, any arbitration shall be in accordance with the then-current Model Employment Arbitration Procedures of the American Arbitration Association ("AAA") before a panel of three arbitrators who are licensed to practice law in the state where the arbitration is to take place ("the Panel"). The arbitration shall take place in or near the city in which I am or was last employed by the Company. The Panel shall apply the substantive law (and the law of remedies, if applicable) of the state in which the claim arose, or federal law, or both, as applicable to the claim(s) asserted. The Federal Rules of Evidence shall apply. The Panel, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Agreement, including but not limited to any claim that all or any part of this Agreement is void or voidable. The Panel shall render an award and opinion in the form typically rendered in labor arbitrations. The arbitration shall be final and binding upon the parties. The Panel shall have jurisdiction to hear and rule on pre-hearing disputes and is authorized to hold pre-hearing conferences by telephone or in person, as the Panel deems necessary. The 2 11 Panel shall have the authority to entertain a motion to dismiss and/or a motion for summary judgement by any party and shall apply the standards governing such motions under the Federal Rules of Civil Procedure. Either party, at its expense, may arrange for and pay the cost of a court reporter to provide a stenographic record of proceedings. ARBITRATION FEES AND COSTS The Company and I shall equally share the fees and costs of the Panel. Each party shall pay for its own costs and attorneys' fees, if any. However, if any party prevails on a statutory claim which affords the prevailing party attorneys' fees, or if there is a written agreement providing for fees, the Panel may award reasonable fees to the prevailing party. INTERSTATE COMMERCE I understand and agree that the Company is engaged in transactions involving interstate commerce and that my employment involves such commerce. REQUIREMENTS FOR MODIFICATION OR REVOCATION This agreement to arbitrate shall survive the termination of my employment. It can only be revoked or modified by a writing signed by me and an officer of the Company which specifically states an intent to revoke or modify this Agreement. SOLE AND ENTIRE AGREEMENT This is the complete agreement of the parties on the subject of arbitration of disputes, except for any arbitration agreement in connection with any pension or benefit plan. This Agreement supersedes any prior or contemporaneous oral or written understanding on the subject. No party is relying on any representations, oral or written, on the subject of the effect, enforceability or meaning of this Agreement, except as specifically set forth in this Agreement. CONSTRUCTION If any provision of this Agreement is adjudged to be void or otherwise unenforceable, in whole or in part, such adjudication shall not affect the validity of the remainder of the Agreement. CONSIDERATION The promises by the Company and by me to arbitrate differences, rather than litigate them before courts or other bodies, provide consideration for each other. 3 12 NOT AN EMPLOYMENT AGREEMENT This Agreement is not, and shall not be construed to create, any contract of employment, express or implied. Nor does this Agreement in any way alter the "at-will" status of my employment. VOLUNTARY AGREEMENT I ACKNOWLEDGE THAT I HAVE CAREFULLY READ THIS AGREEMENT, THAT I UNDERSTAND ITS TERMS, THAT ALL UNDERSTANDINGS AND AGREEMENTS BETWEEN THE COMPANY AND ME RELATING TO THE SUBJECTS COVERED IN THE AGREEMENT ARE CONTAINED IN IT, AND THAT I HAVE ENTERED INTO THE AGREEMENT VOLUNTARILY AND NOT IN RELIANCE ON ANY PROMISES OR REPRESENTATIONS BY THE COMPANY OTHER THAN THOSE CONTAINED IN THIS AGREEMENT ITSELF. I UNDERSTAND THAT BY SIGNING THIS AGREEMENT I AM GIVING UP MY RIGHT TO A JURY TRIAL. I FURTHER ACKNOWLEDGE THAT I HAVE BEEN GIVEN THE OPPORTUNITY TO DISCUSS THIS AGREEMENT WITH MY PRIVATE LEGAL COUNSEL AND HAVE AVAILED MYSELF OF THAT OPPORTUNITY TO THE EXTENT I WISH TO DO SO. EMPLOYEE AVNET, INC. /s/ Brian Hilton /s/ Roy Vallee - ------------------------ ------------------------ Signature of Employee Signature of Authorized Company Representative Brian Hilton President - ------------------------ ------------------------ Print Name of Employee Title of Representative 12-4-97 12-18-97 - ------------------------ ------------------------ Date Date 4