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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 Exchange Act of 1934
Date of Report (Date of earliest event reported) September 18,
1996
A V N E T, I N C.
(Exact name of Registrant as Specified in its Charter)
New York
(State or Other Jurisdiction of Incorporation)
1-4224 11-1890605
(Commission File Number) (I.R.S. Employer Identification No.)
80 Cutter Mill Road, Great Neck, New York 11021
(Address of Principal Executive Offices) (Zip Code)
(516) 466-7000
Registrant's Telephone Number, Including Area Code
Not Applicable
(Former Name or Former Address if Changed Since Last Report)
[ITEMS]
Item 5. Other Events.
The Registrant has entered into or amended the terms of the
remuneration arrangements with one of its executive officers. The
Registrant has also amended an existing consulting agreement with
one of its directors. While the Registrant does not consider that
any such arrangements reflect information which is "material" to
security holders (as the term "material" is defined in Rule 12b-2
promulgated under the Securities Exchange Act), the Registrant
deems it appropriate that remuneration arrangements with its
officers and directors be available to its security holders and
the public generally. Accordingly, such agreements are filed as
Exhibits hereto.
[ITEMS]
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Inapplicable.
(b) Inapplicable.
(c) Exhibits:
10.1 Restated Employment Agreement dated June 29, 1996
between the
Registrant and Mr. Leon Machiz.
10.2 Amendment dated as of July 1, 1996
to Consulting Agreement dated July
1, 1993 between the Registrant and
Mr. David Shaw.
24. Powers of Attorney
No other item of this report form is presently applicable to the
registrant.
S I G N A T U R E
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: September 18, 1996 By: s/Raymond Sadowski
Raymond Sadowski
Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description of Exhibit
10.1 Restated Employment
Agreement dated June 29,
1996 between the
Registrant and Mr. Leon
Machiz.
10.2 Amendment dated as of
July 1, 1996 to
Consulting Agreement
dated July 1, 1993
between the Registrant
and Mr. David Shaw.
24 Powers of Attorney
RESTATED EMPLOYMENT AGREEMENT
This Agreement made this 29th day of June, 1996 by and between
Leon Machiz, 80 Cutter Mill Road, Great Neck, New York 11021
("Machiz") and Avnet, Inc., a New York corporation, with offices at
80 Cutter Mill Road, Great Neck, New York 11021 (the
"Corporation").
W I T N E S S E T H :
WHEREAS, on February 28, 1990 the parties entered into a
written employment agreement (the "Prior Employment Agreement")
wherein and whereby the Corporation and Machiz agreed that Machiz
would be employed by the Corporation for a period of five years
commencing July 1, 1989 and terminating June 30, 1994; and
WHEREAS, on November 29, 1993 the parties entered into an
employment extension agreement wherein and whereby the Corporation
and Machiz agreed that Machiz' employment by the Corporation would
be extended from July 1, 1994 through June 30, 1996 (the
"Employment Extension Agreement"); and
WHEREAS, on June 1, 1995 the parties entered into a second
employment extension agreement wherein and whereby the Corporation
and Machiz agreed that Machiz' employment by the Corporation would
be extended from July 1, 1996 through June 26, 1998 (the "Second
Employment Extension Agreement"); and
WHEREAS, the parties are desirous of (i) restating in this
single document, entitled a Restated Employment Agreement (the
"Agreement"), their rights and obligations for the period of
employment from June 29, 1996 (the beginning of the Corporation's
fiscal year 1997) through June 26, 1998 as previously agreed and
set forth in the Prior Employment Agreement, the Employment
Extension Agreement and the Second Employment Extension Agreement
and (ii) having this Agreement replace and supersede the said Prior
Employment Agreement, the Employment Extension Agreement and the
Second Employment Extension Agreement insofar as they relate to
Machiz' period of employment from June 29, 1996 through June 28,
1998;
NOW, THEREFORE, in consideration of the sum of $1.00 each to
the other and in hand paid, the receipt whereof is hereby
acknowledged and the mutual covenants and agreements herein
contained, the parties hereto agree as follows:
1. Employment. The Corporation hereby employs Machiz and
Machiz hereby accepts employment upon the terms and conditions
hereinafter set forth.
2. Term. This Agreement shall be effective as of June 29,
1996, provided that Machiz undertakes the duties of full-time
employment hereunder, and, except for the provisions hereof which
are intended to survive for other periods of time specified herein,
shall terminate on the "Date of Termination of Full-Time
Employment", which date shall be June 26, 1998 (or the earlier date
of Machiz' death or termination of this Agreement pursuant to
paragraph 5 below) or such subsequent date as may result from
mutual agreement by the Corporation and Machiz to extend the term
of Machiz' full-time employment hereunder.
3. Duties. From the effective date hereof to and including
the Date of Termination of Full-Time Employment, Machiz shall be
elected to the office and functions of, and shall perform the
duties of, Chairman of the Board and Chief Executive Officer of the
Corporation. Machiz' base of operations shall be Great Neck, New
York, provided that Machiz shall do such traveling as shall be
required in the performance of his duties hereunder. If Machiz is
elected a director or other officer of the Corporation, or a
director or officer of any one or more of the Corporation's
subsidiaries, affiliates or divisions, he shall serve without
additional compensation therefor.
4. Remuneration; Other Compensation and Benefits. The
following provisions shall govern the minimum cash remuneration and
the other compensation and benefits which the Corporation shall be
obligated to pay, or shall grant or award, and Machiz shall accept,
for the period commencing June 29, 1996 through the Date of
Termination of Full-Time Employment in consideration for all of the
covenants undertaken by Machiz pursuant to this Agreement:
(a) a base salary at the annual rate of One Million
($1,000,000) Dollars payable in equal semimonthly
installments (or in other installment frequencies as may
be used from time to time by the Corporation to pay its
other employees), plus
(b) an additional amount equal to Five Thousand ($5,000)
Dollars for each One Cent ($0.01) of the Corporation's
annual net earnings per share (as hereinafter defined)
over and above Two ($2.00) Dollars annual net earnings
per share in each of the Corporation's fiscal years, or
part thereof, commencing from the 29th day of June, 1996,
to and including the Date of Termination of Full-Time
Employment (or so much of such period as Machiz shall
continue to perform his services under paragraph 3
above). The term "annual net earnings per share" of the
Corporation, as used herein, shall mean the net profits
of the Corporation for each annual fiscal period (June
29, 1996 to June 27, 1997 and June 28, 1997 to June 26,
1998), expressed on a fully diluted per share basis
(based on the weighted average number of shares of the
Corporation's Common Stock outstanding or equivalent
thereto or otherwise treated as outstanding during such
annual fiscal period, retroactively adjusted to eliminate
the effect of any of the following transactions declared
or effected after the date hereof: any stock dividends
on, or stock split-ups or reverse splits of, or
recapitalizations, reclassifications or other similar
transactions affecting the Corporation's Common Stock),
after the provision for income taxes but prior to
inclusion of any extraordinary items of profit or loss
and also prior to computation of any remuneration due
under this paragraph 4(b). The term "extraordinary items
of profit or loss" as used herein shall include unusual
and/or infrequent items, which items are also either (a)
material in the sense of being equal to at least 5% of
the Corporation's pre-tax income for the applicable
fiscal year or (b) required to be disclosed separately or
by footnote in the Corporation's financial statements for
the applicable fiscal year as filed with the
Corporation's Annual Report on Form 10K. Annual net
earnings per share shall be computed in accordance with
generally accepted accounting principles by the
Corporation's independent Certified Public Accountants,
on the basis of the net income and net income per share
reported on by such accountants in the Corporation's
Annual Report on Form 10-K (or any successor annual
report form) for the relevant fiscal year filed with the
Securities and Exchange Commission. In the event that
Machiz shall be entitled to remuneration hereunder for
any period less than a full fiscal year, the amount
payable to Machiz pursuant to this paragraph 4(b) shall
be based upon annual net earnings per share for the full
fiscal year and shall bear the same ratio to a full
year's remuneration hereunder as the number of full
months (treating 16 days or more as a full month) for
which Machiz shall be entitled to such remuneration bears
to the twelve (12) months in such a full year. Payment of
any amount then due to Machiz under this paragraph 4(b)
shall be made by the Corporation to Machiz not later than
one hundred ninety (190) days following the termination
of the respective fiscal years of the Corporation ending
June 27, 1997 and June 26, 1998 or until (or next
following) the Date of Termination of Full-Time
Employment. With respect to the foregoing provisions of
this paragraph 4(b), it is specifically agreed between
Machiz and the Corporation that if, as a result of a
business combination transaction (whether in the form of
a merger, consolidation, transfer of substantial assets,
or otherwise) in which the Corporation has not been the
acquiring and/or surviving entity, it has become
impractical or impossible to compute the "annual net
earnings per share" of the Corporation (as above
defined), then, in lieu of the amounts otherwise provided
for in this paragraph 4(b), the annual rate of the base
salary payable to Machiz under paragraph 4(a) above shall
be increased in each fiscal year by the greatest of (i)
the average of the amounts paid or payable to Machiz
under this paragraph 4(b) (or paragraph 4(b) of the Prior
Employment Agreement as modified by the Employment
Extension Agreement, as the case may be) with respect to
the two full fiscal years of the Corporation completed
most recently prior to the date of consummation of such
business combination transaction, or (ii) the amount paid
or payable to Machiz under this paragraph 4(b) (or
paragraph 4(b) of the Prior Employment Agreement as
modified by the Employment Extension Agreement, as the
case may be) with respect to the full fiscal year of the
Corporation completed most recently prior to the date of
consummation of such business combination transaction, or
(iii) $250,000.
Nothing contained in this paragraph 4 shall be deemed to
preclude the Corporation from, and Machiz is entering into this
Agreement with the understanding that the Corporation will from
time to time consider and take action with respect to, (A) granting
or awarding to Machiz additional items of compensation including
(but not limited to) bonuses, increased remuneration, incentive
stock, stock options, stock purchase agreements, phantom stock
awards, and participations in profit-sharing arrangements, in each
case whether under a plan of general or limited applicability or
personal to Machiz, or (B) paying, reimbursing or providing to
Machiz such perquisites to the functions of the office of Chairman
of the Board and Chief Executive Officer of the Corporation (and to
the performance of his services in such office under this
Agreement) as may from time to time be determined by the
Corporation and accepted by Machiz.
5. Termination by Machiz in Certain Circumstances.
Notwithstanding any of the prior provisions hereof, if, prior to
June 26, 1998, a majority of the membership of the Corporation's
Board of Directors shall be comprised of designees of any single
person or entity which owns or controls the voting rights of shares
having a majority of the voting power of the Corporation's then
outstanding stock, or shall be comprised of designees of any group
of persons and/or entities acting in concert in matters relating to
the exercise of such voting rights (the date on which such majority
is first elected or otherwise first comes into being as a majority
being referred to herein as the "Controlling Date"), then the
Corporation agrees that Machiz shall have the right, upon at least
90 days' prior written notice to the Corporation, to terminate his
full-time employment with the Corporation under paragraph 3, such
termination to be effective on the date specified in the notice of
termination but in no event prior to the first anniversary of the
Controlling Date. In the event of such a termination pursuant to
this paragraph 5, Machiz may elect by giving written notice to the
Corporation to receive upon the Date of Termination of Full-Time
Employment a single lump sum payment in respect of the guaranteed
minimum amount to become payable to Machiz and/or his estate as
supplemental post-employment payments pursuant to paragraph 8(a)
below. If Machiz elects to receive such a lump sum payment, then
he shall receive from the Corporation in lieu of all such
supplemental post-employment payments to Machiz and his estate
pursuant to paragraph 8(a) a single lump sum equal to the present
value at the date of receipt of $1,000,000 (the guaranteed minimum
amount), calculated using an annual discount rate of seven percent
(7%) and assuming that the $1,000,000 would have otherwise been
payable in equal monthly installments over a period of 120 months
on the first day of each month.
6. Disability. The Corporation and Machiz agree that, if
Machiz becomes permanently and totally disabled (as hereinafter
defined) on or prior to the Date of Termination of Full-Time
Employment, then, for and during the entire period commencing with
the onset of such disability through the date of Machiz' death, the
Corporation shall pay to Machiz a disability benefit in the annual
amount determined as set forth in paragraph 6(b) below.
(a) The term "permanently and totally disabled", as used
herein, shall mean that Machiz has been totally disabled
by injury or illness (mental or physical) as a result of
which he is prevented from further performance of the
duties of Chairman of the Board and Chief Executive
Officer of the Corporation and that such disability is
likely to be permanent and continuous during the
remainder of Machiz' life. Any determination as to
whether or when Machiz has become permanently and totally
disabled shall, in the event of a dispute, be made by the
American Arbitration Association in New York City. After
a determination by agreement of the parties, or by the
American Arbitration Association, either before or after
the Date of Termination of Full-Time Employment, that
Machiz' permanent and total disability, or the onset of
such permanent and total disability, occurred before the
Date of Termination of Full-Time Employment, then
payments due pursuant to this paragraph 6 shall commence
two (2) months after such determination. Prior to the
commencement of the payments due pursuant to this
paragraph 6, Machiz shall be paid the full amounts due
pursuant to paragraph 4 above; except that any amount to
become payable subsequent pursuant to paragraph 4(b) will
be paid as soon as practicable after the amount payable
can be calculated.
(b) The annual amount payable to Machiz as a disability
benefit hereunder, to be paid in semi-monthly
installments, shall be Three Hundred Fifty Thousand
($350,000) Dollars. If, during the period during which
Machiz is permanently and totally disabled, he,
nevertheless, voluntarily renders any advisory or
consulting services to the Corporation, Machiz shall be
entitled to reimbursement of travel and other expenses
incurred on the Corporation's behalf in connection with
any consulting and advisory services he may be able to
render to the Corporation, upon presentation of vouchers
or other evidence thereof. Further, if Machiz shall be
able and agrees to serve as, and shall be elected, a
director of the Corporation or of any one or more of the
Corporation's subsidiaries, affiliates or divisions, he
shall serve without additional compensation therefor.
(c) From and after the commencement of payment by the
Corporation of the amounts provided for in this paragraph
6, the provisions of paragraphs 2, 3, 4, 5, 7 and 9 of
this Agreement shall be of no further force or effect,
but the provisions of paragraph 8 and 10 through 18,
inclusive, of this Agreement shall continue as in effect
on the last day prior to such commencement, except that
the "term" of Machiz' employment as used in paragraph 10
shall specifically be extended to encompass the entire
length of Machiz' life; provided, that any amounts
accrued and payable to Machiz immediately prior to
applicability of this paragraph 6(c) (or accrued pursuant
to paragraph 4(b) and to become payable subsequently)
shall remain payable to Machiz and shall not be affected
by the provisions hereof.
7. Consulting Arrangement. The Corporation and Machiz also
agree that, following the period of Machiz' full-time employment
hereunder (except in the event of Machiz' death or payment to
Machiz of disability benefits pursuant to paragraph 6 above), the
Corporation shall retain Machiz to render, and Machiz shall render,
consulting and advisory services to the Corporation as set forth
below, either (A) for a term of five years, if Machiz has exercised
his right to terminate his full-time employment as provided in
paragraph 5 above, or (B) for the period commencing June 27, 1998
and terminating on June 27, 2003 in the event a new employment
agreement is not entered into between the Corporation and Machiz by
June 26, 1998:
(a) Duties. Machiz shall, to the extent of his physical
capacity, perform such consulting and advisory services
for the Corporation as the Corporation shall from time to
time request on 10 days' notice (except where clearly
impracticable) in writing, including but not limited to
(i) evaluation of the progress of the Corporation's
business development, (ii) analysis of its financial
condition, fiscal posture and operating results, (iii)
analysis of proposed operations and the projected
financial results thereof, (iv) analysis of acquisition
and merger opportunities, (v) advice in connection with
future sales of securities of the Corporation, and (vi)
advice in connection with supplier relationships and
marketing strategy. Machiz shall perform such consulting
and advisory services by telephone, by letter or in
person, at such reasonable times and places as shall be
mutually convenient to Machiz and to the Corporation, but
in no event shall Machiz be required to perform any
services in more than two (2) days in any week, nor in
more than forty (40) weeks in any year, nor to travel
more than one hundred (100) miles from his then place of
residence (except to travel to the principal executive
offices of the Corporation not more often than as may be
mutually agreed), without his consent. Subject to the
foregoing, Machiz shall have the right, upon at least 10
days' written notice to the Corporation, to designate in
advance those continuous periods of up to four weeks'
duration during which he shall not be required to perform
consulting and advisory services hereunder. If Machiz
agrees to serve and is elected a director or officer of
the Corporation, or a director or officer of any one or
more of the Corporation's subsidiaries, affiliates or
divisions, he shall serve without additional compensation
therefor, but he shall not be required to perform any
executive or other services for the Corporation as an
employee under this paragraph 7. If Machiz is
"permanently and totally disabled" (as defined in
paragraph 6 above) during the period of consultancy, he
shall nevertheless be entitled to the compensation set
forth in paragraph 7(b) below for the period of the
consultancy; but it is intended that the total cash
compensation payable to Machiz by the Corporation
pursuant to this Agreement during the period of
consultancy, and including the supplemental post-
employment benefit payable pursuant to paragraph 8(a),
shall in no event exceed $350,000 per year plus
reimbursement for travel as mentioned in paragraph 7(b)
below.
(b) Compensation. As his total compensation for all
consulting and advisory services to be performed by
Machiz under this paragraph 7, the Corporation shall pay
and Machiz shall accept cash remuneration of Two Hundred
Fifty Thousand ($250,000) Dollars per annum payable in
equal semi-monthly installments, and Machiz shall be
entitled to reimbursement of travel in connection
therewith (pursuant to the travel policy utilized at the
time for the most senior Avnet executives) upon
presentation of vouchers and other evidence thereof. In
addition during the consultancy Machiz shall be entitled,
at the cost and expense of the Corporation, to continued
use of the automobile furnished to him by the Corporation
at the Date of Termination of Full-Time Employment and,
at Machiz' request, such automobile will be replaced by
the Corporation once during the consultancy period with
a reasonably equivalent new automobile of Machiz'
choosing. Insurance coverage for such automobile (or
self-insurance) will also be provided and paid for by the
Corporation. At the conclusion of the consultancy,
Machiz shall return any such automobile to the
Corporation as may be reasonably directed by the
Corporation.
(c) Effect on Other Provisions. From and after the
commencement of performance by Machiz of consulting and
advisory services under this paragraph 7, the provisions
of paragraphs 2, 3, 4, 5, 6 and 9 of this Agreement shall
be of no further force or effect, but the provisions of
paragraphs 8 and 10 through 18, inclusive, of this
Agreement shall continue as in effect on the last day
prior to such commencement, except that the term
"employment" as used in paragraph 10 shall specifically
include the rendering of services under this paragraph 7;
provided, that any amounts accrued and payable (or
accrued pursuant to paragraph 4(b) and to become payable
subsequently) to Machiz immediately prior to
applicability of this paragraph 7(c) shall remain payable
to Machiz and shall not be affected by the provisions
hereof.
(d) Office and Secretarial Services. For the first three (3)
years during which Machiz shall provide consulting and
advisory services to the Corporation pursuant to this
paragraph 7, the Corporation shall provide Machiz, at the
Corporation's expense, with (i) a suitable office at a
geographic location of Machiz' choosing and with such
office equipment, furnishings and other accouterments as
are customary and reasonably necessary and (ii) a
personal secretary of Machiz' selection at salary and
benefit levels substantially equivalent to that paid to
Machiz' secretary just prior to Machiz' ceasing full-time
employment.
(e) Independent Contractor. The parties agree that upon
becoming a consultant to the Corporation as provided
herein, Machiz shall be deemed an independent contractor
and not an employee of the Corporation. As a consultant
to the Corporation, Machiz may exercise any rights he may
have under the Avnet Pension Plan, the Avnet Executive
Life Insurance Program and any other of the Corporation's
employee benefit programs then in effect.
8. Additional Provisions. In further consideration of
services rendered by Machiz under this Agreement and of Machiz'
covenants made in this Agreement,
(a) The Corporation shall pay a supplemental fixed post-
employment benefit of One Hundred Thousand ($100,000)
Dollars per annum, to be paid in equal monthly
installments, as follows: (i) for and during the entire
period from the first day of the month coincident with or
next following the Date of Termination of Full-Time
Employment through the date of Machiz' death, the
Corporation will pay such fixed post-employment benefit
to Machiz and (ii) for and during the entire period from
the date of Machiz' death through the period required to
meet the minimum payments as described below in this
paragraph 8(a), the Corporation shall pay such fixed
post-employment benefit to Machiz' estate or to such
persons as may be designated to the Corporation by notice
from Machiz or by his last will and testament. However,
such post-employment payments shall not be made for any
period during which Machiz is being paid by the
Corporation under paragraph 4 or 6 above. Notwithstanding
anything to the contrary herein, the Corporation shall
pay to Machiz or his estate (as the case may be) not less
than One Million ($1,000,000) Dollars in such
supplemental post-employment payments over a period of
120 months; provided, however, that at the election of
Machiz' estate in the case of Machiz' death (including in
the case of Machiz' death after receiving payments in
respect of disability pursuant to paragraph 6), the
estate may elect by written notice to the Corporation to
receive as a single lump sum the then present value of
any balance of the $1,000,000 guaranteed minimum amount
remaining to be paid and in the event that such election
is made, then the present value of any such balance
remaining to be paid shall be calculated to the date of
payment using an annual discount rate of seven percent
(7%).
(b) Until the Date of Termination of Full-Time Employment,
(i) the Corporation shall maintain, for Machiz and his
spouse, hospitalization, major medical and life insurance
(for Machiz only), in each case providing coverage not
less than the normal and usual coverage provided under
the respective policies for the Corporation's employees
(and provided that Machiz will have the right to make
elections as to the amount and type of medical and other
coverages as presented to the Corporation's employees
except that since Machiz has reached age 70, life
insurance provided for him under the Corporation's
regular group policy will be reduced in accordance with
the policy terms) and (ii) the Corporation shall at its
cost and at Machiz' election include Machiz in any
additional insurance coverage purchased for executives or
corporate officers of the Corporation as a group. After
the Date of Termination of Full-Time Employment and
continuing until the later of the date of Machiz' death
or the date of his spouse's death, the Corporation shall
maintain the hospitalization, major medical, life and any
other insurance covering Machiz and his spouse which is
in effect at the Date of Termination of Full-Time
Employment and shall pay all the policy premiums
necessary to provide such insurance, in each case (except
as Machiz may otherwise elect) providing coverage not
less than the coverage provided for the Corporation's
employees.
(c) The payments required to be made and the insurance
required to be maintained under paragraphs 8(a) and 8(b)
above shall not be made if, prior to the time the first
such payment is required to be made, Machiz has wilfully
refused to perform the services contemplated by
paragraphs 3 and 4 and the 45-day period provided for in
paragraph 16 below has expired without cessation of such
wilful refusal.
(d) From and after the commencement of payment by the
Corporation of the amounts provided for in paragraph
8(a), the provisions of paragraphs 3, 4, 5, 6 and 9 of
this Agreement shall be of no further force or effect,
but the provisions of paragraphs 2, 7 and 10 through 18,
inclusive, of this Agreement shall continue as in effect
on the last day prior to such commencement, except that
the "term" of Machiz' employment, as used in paragraph
10, shall specifically include the period to and
including June 27, 2003; provided, that any amounts
accrued and payable (or accrued pursuant to paragraph
4(b) and to become payable subsequently) to Machiz
immediately prior to applicability of this paragraph 8(d)
shall remain payable to Machiz and shall not be affected
by the provisions hereof.
9. Devotion to Business. During the term of full-time
employment Machiz shall devote his full time, attention, energies
and best efforts to the business of the Corporation. The
obligations undertaken by Machiz hereunder shall not, however, be
deemed to preclude up to four weeks' vacation during each fiscal
year of the Corporation or cumulation of vacation periods up to
eight weeks in total without forfeiture.
10. Restrictive Covenants. Machiz agrees that:
(a) During the term of his employment and for a period of
three (3) years thereafter, he will not directly or
indirectly participate in the ownership, management,
operation or control of any business which is competitive
with the business of the Corporation, or any subsidiary,
affiliate or division thereof, as at the Date of
Termination of Full-Time Employment except that nothing
contained herein shall prevent Machiz from owning or
purchasing securities of any business entity whose
securities are regularly traded on any national
securities exchange or in the over-the-counter market,
provided that such ownership does not result in his or
his affiliates' owning directly or beneficially at any
time five percent (5%) of the voting securities of any
corporation engaged in any business competitive to the
business carried on by the Corporation as at the Date of
Termination of Full-Time Employment.
(b) During the term of his employment, Machiz shall not
disclose to any person, firm or corporation any
confidential information or trade secrets relating to the
business of the Corporation or any subsidiary, affiliate
or division thereof; it being agreed that an inadvertent
disclosure will not constitute a breach of this
subparagraph. For the purposes of this Agreement, the
term "subsidiary" shall include any subsidiary of a
subsidiary of the Corporation or a division thereof.
11. Consent to Injunction; Mitigation. Machiz agrees that the
restrictions contained in paragraphs 10(a) and 10(b) of this
Agreement are necessary for the protection of the Corporation and
any breach thereof will cause the Corporation irreparable damage
for which there is no adequate remedy at law, and Machiz consents
to the issuance of an injunction in favor of the Corporation
enjoining the breach of the aforesaid covenants by any court of
competent jurisdiction. The Corporation agrees that, in the event
of any breach of this Agreement by the Corporation, (i) Machiz'
damages attributable to any such breach occurring prior to the Date
of Termination of Full-Time Employment shall, to the extent
relevant, be determined on the basis of the remuneration payable to
Machiz by the Corporation under paragraph 4 above and (ii) Machiz
shall not be obligated to mitigate damages in light of Machiz' age.
12. Non-Waiver of Any Other Remedies. Machiz agrees that the
rights of the Corporation to obtain an injunction granted by
paragraph 11 of this Agreement shall not be considered a waiver of
the Corporation's rights to assert any other remedy it may have at
law or in equity.
13. Law Governing Agreement. This Agreement shall be
construed, interpreted and governed by the laws of the State of New
York, irrespective of the fact that one or more of the parties now
is or may become a resident of another state (including the
District of Columbia), territory or possession of the United States
of America or another nation.
14. Succession. This Agreement shall extend to and be binding
upon Machiz, his legal representatives, heirs, and distributees and
upon the Corporation, its successors and assigns.
15. Entire Agreement. This Agreement contains the entire
agreement of the parties with respect to its subject matter and no
waiver, modification or change of any of its provisions shall be
valid unless in writing and signed by the party against whom such
claimed waiver, modification or change is sought to be enforced.
16. Allegation of Breach; Waiver of Breach; Certain Expenses.
(a) If either the Corporation or Machiz alleges that the
other party has breached this Agreement or any provisions
herein contained, then the allegedly injured party shall
(i) provide the allegedly breaching party with written
notice setting forth in reasonable detail the basis for
its claim of the alleged breach, and (ii) afford the
allegedly breaching party a period of not less than 45
days after receipt of such written notice in which to
cure or repair the alleged breach; and, until expiration
of such 45 day period, the allegedly injured party shall
not initiate any process or other formal legal action for
the enforcement of its rights arising out of the alleged
breach.
(b) 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.
(c) If it is determined by a court of competent jurisdiction
that this Agreement or any provision herein contained has
been breached by the Corporation, then the Corporation
agrees that, in addition to any other liability it may be
held to have hereunder, it shall, to the extent permitted
under applicable law, pay to Machiz (or his estate as the
case may be) such further amount as shall be sufficient
to cover the cost and expense of such court proceeding,
including reasonable compensation to the attorneys acting
for Machiz (or his estate) therein.
17. Notices. All notices pursuant to this Agreement shall be
given by registered or certified mail, return receipt requested,
addressed to the parties hereto at the addresses set forth above,
or to such other address as may hereafter be specified by notice in
writing in the same manner by any party or parties.
18. Relation to Prior Agreements. This Restated Employment
Agreement shall replace and supersede the terms and conditions of
the Prior Employment Agreement, the Employment Extension Agreement
and the Second Employment Extension Agreement with respect to the
employment of Machiz by the Corporation from and after June 29,
1996. Notwithstanding the foregoing, the parties agree that the
provisions of the Prior Employment Agreement, the Employment
Extension Agreement and paragraph 4 of the Second Employment
Extension Agreement (relating to the applicable interest rate)
giving rise to obligations of the parties to each other with
respect to periods of time occurring prior to June 29, 1996 shall
continue to be effective until such obligations have been fully
discharged; except, however, that upon the effective date of this
Agreement, the post-employment compensation and benefit provisions
of the Prior Employment Agreement (paragraphs 6, 7 and 8) as
modified and extended by the Employment Extension Agreement and the
Second Employment Extension Agreement, shall be of no further force
and effect and shall be replaced and superseded by the same
provisions (namely, paragraphs 6, 7 and 8) of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement
this 29th day of June, 1996.
AVNET, INC.
By: s/David R. Birk
David R. Birk
s/Leon Machiz
Leon Machiz
AMENDMENT TO CONSULTING AGREEMENT
AMENDMENT TO CONSULTING AGREEMENT (the "Agreement"), made as
of July 1, 1996, between AVNET, INC., a New York corporation having
a principal place of business at 80 Cutter Mill Road, Great Neck,
New York 11021 ("Avnet") and DAVID S. SHAW, residing at 1595 Wesley
Parkway, Atlanta, Georgia 30327 ("Shaw").
W I T N E S S E T H
WHEREAS, Shaw and Avnet entered into a CONSULTING AGREEMENT as
of July 1, 1993 for a term from July 1, 1993 through June 30, 1996
(the "Consulting Agreement"); and
WHEREAS, the parties desire to extend the term of the
Consulting Agreement for an additional 2-year period through June
30, 1998;
NOW, THEREFORE, in consideration of the mutual covenants
contained herein and in the Consulting Agreement, the parties agree
as follows:
1. The term of the Consulting Agreement as set forth in paragraph
"2" thereof shall be extended for an additional period of 2
years, namely, through June 30, 1998.
2. The compensation to be paid to Shaw during the additional 2-
year period from July 1, 1996 through June 30, 1998 shall be
the sum of $50,000 per annum, payable in equal monthly
installments. Accordingly, the first sentence of paragraph
"5" of the Consulting Agreement, relating to compensation to
Shaw during the period from July 1, 1993 through June 30,
1996, shall not apply to the additional 2-year period.
3. All other terms and conditions of the Consulting Agreement as
hereby amended shall continue in full force and effect through
June 30, 1998 except, however, that Avnet shall have no
obligation to provide Shaw and his wife, Sherry, with coverage
under its standard group medical and dental insurance policies
beyond June 30, 1998 and to that extent the last sentence of
paragraph "5" of the Consulting Agreement is also hereby
amended.
IN WITNESS WHEREOF, the parties have executed this Amendment
effective as of the date first set forth above.
s/David S. Shaw
David S. Shaw
AVNET, INC.
By: s/David R. Birk
David R. Birk
CONSULTING AGREEMENT
THIS AGREEMENT, made as of July 1, 1993, between AVNET, INC.,
a New York corporation having a principal place of business at 80
Cutter Mill Road, Great Neck, New York 11021 ("Avnet") and DAVID S.
SHAW, residing at 1595 Wesley Parkway, Atlanta, Georgia 30327
("Shaw").
W I T N E S S E T H
WHEREAS, Shaw is employed as a Senior Vice President of Avnet;
and
WHEREAS, Shaw desires to voluntarily retire from Avnet; and
WHEREAS, Shaw and Avnet desire that after Shaw's retirement
from Avnet that Shaw provide Avnet with consulting services for a
limited period of time;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties hereto agree as follows:
1. Effective as of the close of business on June 30, 1993, Shaw
hereby voluntarily retires and resigns from his positions as
Senior Vice President of Avnet, Director of TEG
Communications, Inc., Director of Electro Air PTE Ltd., and
Worldwide Director, Marketing for Military/Aerospace and
Airline Industries of Avnet's Electronic Marketing Group.
Shaw shall be entitled to receive his base pay, incentive
compensation and vacation pay with respect to the period up to
and including June 30, 1993.
2. Avnet hereby retains Shaw as a consultant for the three (3)
year period from July 1, 1993 through June 30, 1996.
3. Shaw shall perform such consulting and advisory services for
Avnet as Avnet shall from time to time reasonably require,
including but not limited to:
(i) analysis of Avnet's position in the electronic
distribution business and assessment of general market
trends;
(ii) strategic planning and recommendations to improve Avnet's
position in the electronic distribution business and, in
particular, with respect to the military/aerospace and
airline industries;
(iii)advice in connection with supplier relationships;
(iv) advice in connection with marketing strategies.
4. It is understood and agreed that during the time Shaw is
acting as a consultant to Avnet, he shall be an independent
contractor. As an independent contractor, Shaw will be
responsible for any federal, state or local tax obligations
for himself, including, without limitation, social security,
federal and state income tax, unemployment and worker's
compensation taxes and obligations. Shaw shall perform such
consulting and advisory services by telephone, by letter or in
person, as reasonably requested by Avnet. Any expenses to be
reimbursed by Avnet shall be approved in advance by Avnet and
shall thereafter be reimbursed upon submission of all
appropriate invoices in accordance with Avnet's customary
procedures.
5. During the period Shaw performs the consulting services
contemplated hereunder, Shaw shall receive from Avnet the sum
of $100,000 per annum, payable in equal monthly installments.
Additionally, as soon hereafter as may be practicable, Avnet
shall convey to Shaw without charge therefor title to the
automobile currently furnished to him by Avnet as a company
automobile. Such transfer shall be made in "AS IS" condition,
without any representations or warranties and effective upon
such transfer, Shaw shall be fully responsible for all
insurance coverage relating to the said automobile and shall
be responsible for all taxes as a result of such transfer of
title. Avnet further agrees during the term of this
consultancy and for a period of two (2) years thereafter to
provide Shaw and his wife, Sherry, with coverage under its
standard group medical and dental insurance policies as
normally furnished, and to the extent provided, by Avnet to
its employees from time to time and Avnet agrees to waive
Shaw's premium contribution for such coverage.
6. Notwithstanding anything herein to the contrary, this
Agreement shall terminate automatically and immediately in the
event of Shaw's death and thereupon Avnet shall have no
further obligations hereunder.
7. Shaw understands and agrees that in the course of employment
with Avnet and during the term of this consultancy, he has
acquired and will acquire confidential information and trade
secrets concerning Avnet's operations, future plans and
methods of doing business, which information Shaw understands
and agrees would be extremely damaging to Avnet if disclosed
to a competitor or made available to any other person or
corporation. Shaw understands and agrees that such
information has been or will be divulged to Shaw in confidence
and Shaw understands and agrees that he will keep such
information secret and confidential. Shaw further agrees that
he will not at any time during the term of this Agreement,
directly or indirectly solicit or induce any Avnet employees
to terminate their employment with Avnet. This Section shall
survive the termination of this Agreement.
8. During the term of this Agreement, Shaw shall not, without
Avnet's prior written consent, engage directly or indirectly
either as a principal, agent, consultant, proprietor,
director, officer or employee or as a shareholder of any
corporation in which he, his spouse or child owns directly or
indirectly or collectively more than 10% of the outstanding
stock, participate in the ownership, operation, management or
control or have any financial interest in any business which
is competitive with Avnet in the electronics distribution
business or with any of Avnet's suppliers which also sells
products to Avnet's competitors, or any representative firm
which represents Avnet and also represents any of Avnet's
competitors. The foregoing restrictions shall extend to all
geographic areas for which Shaw had responsibility while an
employee of Avnet; and the parties acknowledge that this area
includes without limitation, all of the United States.
9. The parties hereto believe that the above restrictive covenant
is reasonable in all respects, including with respect to time,
scope and nature of restriction. However, the parties hereto
agree that if the scope or enforceability of this restrictive
covenant is in any way disputed at any time, the trier of fact
may modify and enforce the covenant to the extent it believes
to be reasonable under the circumstances existing at that
time.
Shaw acknowledges that any breach of Sections 7 and/or 8 would
entail irreparable injury to Avnet's goodwill and would
jeopardize Avnet's competitive position in the marketplace and
that in addition to Avnet's other remedies, Shaw consents and
Avnet shall be entitled as a matter of right, to an injunction
issued by any court of competent jurisdiction, restraining any
breach by Shaw and/or those with whom Shaw is acting in
concert and to other equitable relief to prevent any such
actual, intended or likely breach.
10. Except for Section 9, the parties hereto consent to
arbitration of any controversy or claim arising out of or
relating to this Agreement, Shaw's employment or the
termination of such employment with Avnet. Arbitration shall
be in accordance with commercial rules of the American
Arbitration Association before a panel of three arbitrators in
the City of Atlanta, Georgia. Avnet and Shaw further consent
to the jurisdiction of the state courts of Georgia and the
United States District Court in the district where the
arbitration takes place for all purposes in connection with
the arbitration, including the entry of judgment on any award.
The parties agree that this Agreement and Shaw's prior
employment with Avnet involves interstate commerce.
11. This Agreement contains the entire understanding of the
parties with respect to the subject matter hereof and
supersedes all prior agreements relating thereto between the
parties. No waiver, modification or change of any of the
provisions hereof shall be valid unless in writing and signed
by the party against whom made.
12. If any provision of this Agreement shall be held to be
invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any
way be affected or impaired thereby.
13. The failure of either party at any time to require performance
by the other of any provision hereof, shall not affect the
right of such party to require performance at any time
thereafter, nor shall the waiver of either party of a breach
of any provision hereof be taken or held to be a waiver of the
provision itself.
14. All notices pursuant to this Agreement shall be given by
registered or certified mail, return receipt requested,
addressed to the parties hereto at the addresses set forth
above, or to such other addresses as may hereafter be
specified by notice in writing in the same manner by any party
or parties.
15. Shaw understands that independent of this Agreement he may
file separately for retirement benefits to the extent they are
available under the Avnet Pension Plan and Executive Life Plan
and for stock option or stock incentive benefits to the extent
covered by these plans. No representation is made under this
Agreement with respect to those plans. Shaw further
understands that his services and remuneration as a member of
Avnet's Board of Directors is not affected or governed in any
way by the terms of this Agreement nor does Avnet make any
promise herein as to the duration of Shaw's continued service
as such a Director.
IN WITNESS WHEREOF, the parties have executed this Agreement
effective as of the date first set forth above.
s/David S. Shaw
David S. Shaw
AVNET, INC.
By: s/David R. Birk
David R. Birk
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
The undersigned does hereby make, constitute and appoint
Raymond Sadowski and David R. Birk and each of them, her attorneys-
in-fact and agents with full power of substitution, to execute for
her and in her behalf in any and all capacities an Annual Report on
Form 10-K, any amendments thereto, and any other documents
incidental thereto, and to file the same, with all exhibits thereto
and all other required documents, with the Securities and Exchange
Commission. The undersigned further grants unto said attorneys-in-
fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to
be done in connection with the said filing, as fully to all intents
and purposes as she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents and/or
any of them or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 18th day of September, 1996.
s/Eleanor Baum
Eleanor Baum
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
The undersigned does hereby make, constitute and appoint
Raymond Sadowski and David R. Birk and each of them, his attorneys-
in-fact and agents with full power of substitution, to execute for
him and in his behalf in any and all capacities an Annual Report on
Form 10-K, any amendments thereto, and any other documents
incidental thereto, and to file the same, with all exhibits thereto
and all other required documents, with the Securities and Exchange
Commission. The undersigned further grants unto said attorneys-in-
fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to
be done in connection with the said filing, as fully to all intents
and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents and/or
any of them or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 18th day of September, 1996.
s/Gerald J. Berkman
Gerald J. Berkman
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
The undersigned does hereby make, constitute and appoint
Raymond Sadowski and David R. Birk and each of them, his attorneys-
in-fact and agents with full power of substitution, to execute for
him and in his behalf in any and all capacities an Annual Report on
Form 10-K, any amendments thereto, and any other documents
incidental thereto, and to file the same, with all exhibits thereto
and all other required documents, with the Securities and Exchange
Commission. The undersigned further grants unto said attorneys-in-
fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to
be done in connection with the said filing, as fully to all intents
and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents and/or
any of them or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 18th day of September, 1996.
s/Joseph F. Caligiuri
Joseph F. Caligiuri
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
The undersigned does hereby make, constitute and appoint
Raymond Sadowski and David R. Birk and each of them, his attorneys-
in-fact and agents with full power of substitution, to execute for
him and in his behalf in any and all capacities an Annual Report on
Form 10-K, any amendments thereto, and any other documents
incidental thereto, and to file the same, with all exhibits thereto
and all other required documents, with the Securities and Exchange
Commission. The undersigned further grants unto said attorneys-in-
fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to
be done in connection with the said filing, as fully to all intents
and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents and/or
any of them or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 18th day of September, 1996.
s/Sylvester D. Herlihy
Sylvester D. Herlihy
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
The undersigned does hereby make, constitute and appoint
Raymond Sadowski and David R. Birk and each of them, his attorneys-
in-fact and agents with full power of substitution, to execute for
him and in his behalf in any and all capacities an Annual Report on
Form 10-K, any amendments thereto, and any other documents
incidental thereto, and to file the same, with all exhibits thereto
and all other required documents, with the Securities and Exchange
Commission. The undersigned further grants unto said attorneys-in-
fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to
be done in connection with the said filing, as fully to all intents
and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents and/or
any of them or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 18th day of September, 1996.
s/Ehud Houminer
Ehud Houminer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
The undersigned does hereby make, constitute and appoint
Raymond Sadowski and David R. Birk and each of them, his attorneys-
in-fact and agents with full power of substitution, to execute for
him and in his behalf in any and all capacities an Annual Report on
Form 10-K , any amendments thereto, and any other documents
incidental thereto, and to file the same, with all exhibits thereto
and all other required documents, with the Securities and Exchange
Commission. The undersigned further grants unto said attorneys-in-
fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to
be done in connection with the said filing, as fully to all intents
and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents and/or
any of them or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 18th day of September, 1996.
s/Leon Machiz
Leon Machiz
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
The undersigned does hereby make, constitute and appoint
Raymond Sadowski and David R. Birk and each of them, his attorneys-
in-fact and agents with full power of substitution, to execute for
him and in his behalf in any and all capacities an Annual Report on
Form 10-K, any amendments thereto, and any other documents
incidental thereto, and to file the same, with all exhibits thereto
and all other required documents, with the Securities and Exchange
Commission. The undersigned further grants unto said attorneys-in-
fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to
be done in connection with the said filing, as fully to all intents
and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents and/or
any of them or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 18th day of September, 1996.
s/Salvatore J. Nuzzo
Salvatore J. Nuzzo
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
The undersigned does hereby make, constitute and appoint
Raymond Sadowski and David R. Birk and each of them, his attorneys-
in-fact and agents with full power of substitution, to execute for
him and in his behalf in any and all capacities an Annual Report on
Form 10-K, any amendments thereto, and any other documents
incidental thereto, and to file the same, with all exhibits thereto
and all other required documents, with the Securities and Exchange
Commission. The undersigned further grants unto said attorneys-in-
fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to
be done in connection with the said filing, as fully to all intents
and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents and/or
any of them or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 18th day of September, 1996.
s/Frederic Salerno
Frederic Salerno
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
The undersigned does hereby make, constitute and appoint
Raymond Sadowski and David R. Birk and each of them, his attorneys-
in-fact and agents with full power of substitution, to execute for
him and in his behalf in any and all capacities an Annual Report on
Form 10-K, any amendments thereto, and any other documents
incidental thereto, and to file the same, with all exhibits thereto
and all other required documents, with the Securities and Exchange
Commission. The undersigned further grants unto said attorneys-in-
fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to
be done in connection with the said filing, as fully to all intents
and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents and/or
any of them or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 18th day of September, 1996.
s/David Shaw
David Shaw
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
The undersigned does hereby make, constitute and appoint
Raymond Sadowski and David R. Birk and each of them, his attorneys-
in-fact and agents with full power of substitution, to execute for
him and in his behalf in any and all capacities an Annual Report on
Form 10-K, any amendments thereto, and any other documents
incidental thereto, and to file the same, with all exhibits thereto
and all other required documents, with the Securities and Exchange
Commission. The undersigned further grants unto said attorneys-in-
fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to
be done in connection with the said filing, as fully to all intents
and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents and/or
any of them or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 18th day of September, 1996.
s/Roy Vallee
Roy Vallee
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
The undersigned does hereby make, constitute and appoint
Raymond Sadowski and David R. Birk and each of them, his attorneys-
in-fact and agents with full power of substitution, to execute for
him and in his behalf in any and all capacities an Annual Report on
Form 10-K, any amendments thereto, and any other documents
incidental thereto, and to file the same, with all exhibits thereto
and all other required documents, with the Securities and Exchange
Commission. The undersigned further grants unto said attorneys-in-
fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to
be done in connection with the said filing, as fully to all intents
and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents and/or
any of them or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 18th day of September, 1996.
s/Keith Williams
Keith Williams
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
The undersigned does hereby make, constitute and appoint
Raymond Sadowski and David R. Birk and each of them, his attorneys-
in-fact and agents with full power of substitution, to execute for
him and in his behalf in any and all capacities an Annual Report on
Form 10-K, any amendments thereto, and any other documents
incidental thereto, and to file the same, with all exhibits thereto
and all other required documents, with the Securities and Exchange
Commission. The undersigned further grants unto said attorneys-in-
fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to
be done in connection with the said filing, as fully to all intents
and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents and/or
any of them or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 18th day of September, 1996.
s/ Frederick S. Wood
Frederick S. Wood