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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 25, 2000
A V N E T, I N C.
(Exact name of Registrant as Specified in its Charter)
New York 1-4224 11-1890605
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
2211 South 47th Street, Phoenix, Arizona 85034
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code - (480) 643-2000
Not Applicable
(Former Name or Former Address if Changed Since Last Report)
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Item 5. Other Events.
Exhibit 10 to this Report contains the Avnet 1999 Stock Option Plan.
Exhibit 24 to this Report contains the Powers of Attorney with respect
to the execution of Avnet's Annual Report on Form 10-K.
Exhibit 99 to this Report is an Amendment to Employment Agreement
between the Registrant and Roy Vallee.
Item 7. Financial Statements and Exhibits.
(a) Inapplicable.
(b) Inapplicable.
(c) Exhibits:
10. Avnet 1999 Stock Option Plan.
24. Powers of Attorney.
99. Amendment dated September 20, 2000 to Employment
Agreement dated September 25, 1997 between the Registrant
and Roy Vallee.
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 21, 2000 By: /s/ Raymond Sadowski
Raymond Sadowski
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number Description of Exhibit
- -------------- ----------------------
10 Avnet 1999 Stock Option Plan
24 Powers of Attorney
99 Amendment dated September 20, 2000 to
Employment Agreement dated September 25, 1997
between the Registrant and Roy Vallee.
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EXHIBIT 10
AVNET, INC.
1999 STOCK OPTION PLAN
ARTICLE I
PURPOSE OF THE PLAN
The Avnet, Inc. 1999 Stock Option Plan is intended to advance the interests
of the Company by assisting Avnet and its Subsidiaries in attracting high
caliber persons to serve as Eligible Employees and Non-Employee Directors, and
in inducing such persons to remain as Eligible Employees and Non-Employee
Directors, by virtue of the additional incentive to promote the Company's
success which results from the possession of options to purchase shares of
Avnet's Common Stock.
ARTICLE II
DEFINITIONS
The following words and phrases used herein shall, unless the context
otherwise indicates, have the following meanings:
1. "Avnet" shall mean Avnet, Inc.
2. "Board of Directors" and "Director" shall mean, respectively, the
Board of Directors of Avnet and any member thereof.
3. "Committee" shall mean the Executive Incentive and Compensation
Committee of the Board of Directors, which Committee shall consist of three or
more Non-Employee Directors appointed by the Board of Directors.
4. "Company" shall mean Avnet and all its Subsidiaries.
5. "Eligible Employee" shall mean any regular full-time employee of Avnet
or of any of its Subsidiaries (including any Director who is also such regular
full-time employee), and may include, in appropriate circumstances relating to
the granting of Options and Stock Appreciation Rights hereunder, any person who
is under consideration for employment by the Company and any person employed by
a business which is then to be acquired by Avnet. The term "Eligible Employees"
shall also include any person employed or retained by Avnet or any of its
Subsidiaries to render services as a consultant or advisor other than services
in connection with the offer or sale of securities in capital-raising
transaction or services that directly or indirectly promote or maintain a market
for Avnet's securities.
6. "Fair Market Value" when used with respect to a particular date, shall
mean the average of the high and low sale prices (as reported for New York Stock
Exchange Composite Transactions) at which shares of the Stock shall have been
sold on such date or, if such date is a date for which no trading is so
reported, on the next preceding date for which trading is so reported.
7. "Non-Employee Director" shall mean a Director who is not an Eligible
Employee.
8. "Option" shall mean any option granted or held pursuant to the
provisions of this Plan.
9. "Option Agreement" shall mean the agreement evidencing any Option
granted hereunder, including any addendum thereto relating to Stock Appreciation
Rights, which agreement shall be in such form as prescribed or approved by the
Committee (in the case of an Option Agreement with an Eligible Employee) or by
the Board of Directors (in the case of an Option Agreement with a Non-Employee
Director).
10. "Optionee" shall mean any person who at the time in question holds any
Option which then remains unexercised in whole or in part, has not been
surrendered for complete termination and has not expired or terminated, and
shall include any Successor Optionee.
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11. "Plan" shall mean the Avnet, Inc. 1999 Stock Option Plan, as set forth
herein and as amended from time to time.
12. "Stock" shall, subject to the anti-dilution provisions set forth in
Article VIII hereof, mean the Common Stock of Avnet, as presently constituted.
13. "Stock Appreciation Right" or "SAR" shall mean any right granted under
this Plan which entitles an Optionee to receive (a) shares of Stock having a
Fair Market Value at the date of exercise of such SAR, or (b) cash in the amount
of such Fair Market Value, or (c) a combination of shares of Stock and cash
equal in the aggregate to such Fair Market Value, equivalent to all or part of
the difference between the aggregate exercise price of the portion of the
related Option which is being surrendered for termination and the Fair Market
Value at such date of the shares of Stock for which such SAR is being exercised.
An SAR may be granted by the Committee with respect to any Option simultaneously
or previously granted under this Plan to an Eligible Employee, and an SAR may be
granted by the Board of Directors with respect to any Option simultaneously or
previously granted under this Plan to a Non-Employee Director; and, when
granted, may be granted by the Committee or the Board of Directors upon such
terms and subject to such conditions as the Committee or the Board of Directors
may in its discretion prescribe or approve; provided that an SAR shall only be
exercisable by the Optionee to whom such SAR was initially granted.
14. "Subsidiary" shall mean any corporation 51% of the total combined
voting power of all classes of capital stock of which shall at the time in
question be owned by Avnet and/or any of its subsidiaries.
15. "Successor Optionee" shall mean any person who, under the provisions of
Article V hereof, shall have acquired from an Optionee the right to exercise any
Option.
ARTICLE III
SHARES RESERVED FOR THE PLAN
1. Subject to the anti-dilution provisions set forth in Article VIII
hereof, the maximum number of shares of Stock which may be delivered by Avnet
pursuant to the exercise of Options and/or Stock Appreciation Rights shall be
2,000,000. At no time shall there be outstanding Options for the purchase of
more than 2,000,000 shares of Stock (subject to said anti-dilution provisions)
less the aggregate of the number of shares of Stock previously delivered
pursuant to the exercise of Options and the number of shares of Stock previously
covered by Options terminated upon surrender in connection with the exercise of
Stock Appreciation Rights.
2. The shares of Stock subject to Options and Stock Appreciation Rights may
consist of authorized but unissued shares of Stock and/or shares of Stock held
in the treasury of Avnet.
3. If any Option shall be surrendered and terminated or for any other
reason shall terminate or expire, whether in whole or in part (except for
terminations in connection with exercises of Stock Appreciation Rights), the
number of shares of Stock covered by such Option immediately prior to such
termination or expiration shall thereupon be added to the number of shares of
Stock otherwise available for further grants of Options and Stock Appreciation
Rights hereunder.
ARTICLE IV
ADMINISTRATION OF THE PLAN
1. This Plan shall be administered by the Committee with respect to Options
and SARs granted to Eligible Employees, and shall be administered by the Board
of Directors with respect to Options and SARs granted to Non-Employee Directors.
The Committee and the Board of Directors each shall have full and exclusive
power to construe and interpret the Plan, and to establish and amend rules and
regulations for the administration of the Plan, in connection with Options and
SARs granted to the persons within their respective spheres of administrative
responsibility as provided in the preceding sentence.
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2. In addition to paragraph 1 of this Article IV (and without limiting
the generality thereof), the Committee shall have plenary authority (subject to
the provisions of Articles II, III, V and VI hereof) in its discretion to
determine the time or times at which Options and/or Stock Appreciation Rights
shall be granted to Eligible Employees, the Eligible Employees to whom Options
and/or Stock Appreciation Rights shall be granted, the number of shares of Stock
to be covered by each such Option and/or Stock Appreciation Right, and (to the
extent not inconsistent with the provisions of this Plan) the terms and
conditions upon which each such Option and/or Stock Appreciation Right may be
exercised. The granting of Options and/or Stock Appreciation Rights by the
Committee shall be entirely discretionary; the terms and conditions (not
inconsistent with this Plan) prescribed or approved for any Option Agreement
with an Eligible Employee shall similarly be within the discretion of the
Committee; and nothing in this Plan shall be deemed to give any Eligible
Employee any right to receive Options and/or Stock Appreciation Rights. Without
limiting the generality of the foregoing, the Committee, in its discretion, may
grant Options to any Eligible Employee upon such terms and conditions as may be
necessary for such Options to qualify as incentive stock options within the
meaning of section 422 of the Internal Revenue Code of 1986, as amended.
2a. In addition to paragraph 1 of this Article IV (and without limiting
the generality thereof), the Board of Directors shall have plenary authority
(subject to the provisions of Articles II, III, V and VI hereof) in its
discretion to determine the time or times at which Options and/or Stock
Appreciation Rights shall be granted to Non-Employee Directors, the Non-Employee
Directors to whom Options and/or Stock Appreciation Rights shall be granted, the
number of shares of Stock to be covered by each such Option and/or Stock
Appreciation Right, and (to the extent not inconsistent with the provisions of
this Plan) the terms and conditions upon which each such Option and/or Stock
Appreciation Right may be exercised; provided that the members of the Committee
shall abstain from participating in any action taken by the Board of Directors
with respect to Options and/or Stock Appreciation Rights granted or to be
granted to any such members. The granting of Options and/or Stock Appreciation
Rights by the Board of Directors shall be entirely discretionary; the terms and
conditions (not inconsistent with this Plan) prescribed or approved for any
Option Agreement with a Non-Employee Director shall similarly be within the
discretion of the Board of Directors; and nothing in this Plan shall be deemed
to give any Non-Employee Director any right to receive Options and/or Stock
Appreciation Rights.
3. The Committee is also specifically authorized, in the event of a public
solicitation, by any person, firm or corporation other than Avnet, of tenders of
50% or more of the then outstanding Stock (known conventionally as a "tender
offer"), to accelerate exercisability of any or all Options and any or all of
the related Stock Appreciation Rights held by Optionees then employed as an
Eligible Employee, so that such Options and Stock Appreciation Rights will
immediately become exercisable in full; provided that such accelerated
exercisability shall continue in effect only until expiration, termination or
withdrawal of such "tender offer", whereupon such Options and related Stock
Appreciation Rights will be (and continue thereafter to be) exercisable only to
the extent that they would have been exercisable if no such acceleration of
exercisability had been authorized.
3a. The Board of Directors is also specifically authorized, in the event
of a tender offer, by any person, firm or corporation other than Avnet, for 50%
or more of the then outstanding Stock, to accelerate exercisability of any or
all Options and any or all of the related Stock Appreciation Rights held by
Optionees then serving as Non-Employee Directors, so that such Options and/or
Stock Appreciation Rights will immediately become exercisable in full; provided
that such accelerated exercisability shall continue in effect only until
expiration, termination or withdrawal of such "tender offer," whereupon such
Options and related Stock Appreciation Rights will be (and continue thereafter
to be) exercisable only to the extent they would have been exercisable if no
such acceleration of exercisability had been authorized.
4. A majority of the members of the Committee (but not less than two)
shall constitute a quorum, and all acts, decisions or determinations of the
Committee shall be by majority vote of such of its members as shall be present
at a meeting duly held at which a quorum is so present. Any act, decision, or
determination of the Committee reduced to writing and signed by a majority of
its members (but not less than two) shall be fully effective as if it had been
made, taken or done by vote of such majority at a meeting duly called and held.
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5. The Committee shall deliver a report to the Board of Directors with
reasonable promptness following the taking of any action(s) in the
administration of this Plan, which report shall set forth in full the action(s)
so taken. The Committee shall also file such other reports and make such other
information available as may from time to time be prescribed by the Board of
Directors.
ARTICLE V
AWARD AND MODIFICATION OF OPTIONS
1. Options may be granted by the Committee to Eligible Employees, and may
be granted by the Board of Directors to Non-Employee Directors, from time to
time in their discretion prior to November 21, 2009 or the earlier termination
of the Plan as provided in Article IX.
2. During the period when any Option granted by the Committee to an
Eligible Employee is outstanding, the Committee may, for such consideration (if
any) as may be deemed adequate by it and with the prior consent of the Optionee,
modify the terms of such Option, including the purchase price, with respect to
the unexercised portion thereof. During the period when any Option granted by
the Board of Directors to a Non-Employee Director is outstanding, the Board of
Directors may, for such consideration (if any) as may be deemed adequate by it
and with the prior consent of the Optionee, modify the terms of the Option,
including the purchase price, with respect to the unexercised portion thereof.
3. The price per share at which Stock subject to any Option may be
purchased shall be determined by the Committee (in the case of any Option
granted to an Eligible Employee) or by the Board of Directors (in the case of
any Option granted to a Non-Employee Director) at the time such Option is
granted, but shall be no less than 85% of the Fair Market Value of the Stock at
the date of the granting thereof; provided, however, (i) that the purchase price
per share of Stock shall in no event be less than the par value per share of the
Stock and (ii) Options whose purchase price per share on exercise is less than
100% of the Fair Market Value at the date of the granting thereof may be granted
only in lieu of a reasonable amount of cash compensation.
4. The term of each Option granted under the Plan shall be such period of
time as the Committee (in the case of an Option granted to an Eligible Employee)
or the Board of Directors (in the case of an Option granted to a Non-Employee
Director) shall determine but in no event shall an Option be exercisable after
the day prior to the tenth anniversary of the granting thereof. Unless sooner
forfeited or otherwise terminated pursuant to the terms hereof or of the
applicable Option Agreement, each Option granted under the Plan shall expire
at the end of its term. Notwithstanding any other provision in this Plan to the
contrary, no Option granted hereunder may be exercised after the expiration of
its term.
5. Each Option granted under the Plan shall become exercisable, in whole or
in part, at such time or times during its term as the Option Agreement
evidencing the grant of such Option shall specify; provided, however, that the
exercisability of any Option may be accelerated in whole or in part, at any
time, by the Committee (in the case of an Option granted to an Eligible
Employee) or by the Board of Directors (in the case of an Option granted to a
Non-Employee Director). Each option granted under the Plan that has become
exercisable pursuant to the preceding sentence shall remain exercisable
thereafter for such period of time prior to the expiration of its term
(including during any period subsequent to the Optionee's termination of
employment with the Company for any reason, if the Optionee is an Eligible
Employee, or subsequent to the Optionee's ceasing to be a Director for any
reason, if the Optionee is a Non-Employee Director) as the Option Agreement
evidencing the grant of such Option shall provide. An Option may be exercised,
at any time or from time to time during its term, as to any or all shares as to
which the Option has become and remains exercisable.
6. The aggregate number of shares of Stock with respect to which Options
may be granted hereunder to any Optionee in any calendar year may not exceed
350,000.
7. Except as may otherwise be provided in the Option Agreement evidencing
the grant of any Option hereunder, the Option is so granted shall not be
assignable or transferable by the Optionee other than by will or
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the laws of descent and distribution upon the death of such Optionee, nor shall
any Option be exercisable during the lifetime of the Optionee except by such
Optionee.
ARTICLE VI
STOCK APPRECIATION RIGHTS
1. Stock Appreciation Rights may be granted to Eligible Employees in the
discretion of the Committee and to Non-Employee Directors in the discretion of
the Board of Directors, upon such terms and conditions as the Committee or the
Board of Directors may prescribe. Each SAR shall be granted in connection with
and shall relate to all or part of a specific Option simultaneously or
previously granted under the Plan. In the discretion of the Committee or the
Board of Directors, an SAR may be granted at any time prior to the exercise,
expiration or termination of the Option related thereto, and may be modified at
any time the related Option is modified.
2. Upon exercise of a Stock Appreciation Right, the Optionee shall be
entitled to receive (a) shares of Stock having a Fair Market Value at the date
of exercise, or (b) cash in the amount of such Fair Market Value, or (c) a
combination of shares of Stock and cash equal in the aggregate to such Fair
Market Value, equivalent to all or part of the difference between the aggregate
exercise price of the portion of the related Option which is being surrendered
for termination and the Fair Market Value at such date of the shares of Avnet's
Common Stock for which such SAR is being exercised.
3. Each Stock Appreciation Right granted to an Eligible Employee shall be
exercisable on such dates or during such periods as may be determined by the
Committee, and each Stock Appreciation Right granted to a Non-Employee Director
shall be exercisable on such dates or during such periods as may be determined
by the Board of Directors, provided that no SAR shall be exercisable at a time
when the Option related thereto could not be exercised nor may it be exercised
with respect to a number of shares in excess of the number for which such
Option could then be exercised.
4. A Stock Appreciation Right may be exercised only upon surrender by the
Optionee, for termination, of the portion of the related Option, which is then
exercisable to purchase the number of shares for which the Stock Appreciation
Right is being exercised. Shares covered by the terminated Option or portion
thereof shall not be available for further grants of Options under the Plan.
5. The Committee may impose any other conditions upon the exercise of
Stock Appreciation Rights granted to Eligible Employees, and the Board of
Directors may impose any other conditions upon the exercise of Stock
Appreciation Rights granted to Non-Employee Directors, which conditions may
include a condition that any particular SARs or any class of SARs may only be
exercised in accordance with rules adopted by the Committee or the Board of
Directors, as appropriate, from time to time. Such rules may govern the right
to exercise SARs granted prior to the adoption or amendment of such rules as
well as SARs granted thereafter.
6. The Committee or the Board of Directors may at any time amend, terminate
or suspend any Stock Appreciation Right theretofore granted by it under this
Plan, provided that the terms of any SAR after any amendment shall conform to
the provisions of the Plan. Each SAR shall terminate and cease to be
exercisable upon the termination (other than a termination required in
connection with exercise of the SAR) or expiration of the Option related
thereto.
ARTICLE VII
ADDITIONAL TERMS AND PROVISIONS
1. The Committee or the Board of Directors shall, promptly after the
granting of any Option or Stock Appreciation Right or the modification of any
outstanding Option or SAR, cause such Optionee to be notified of such action
and shall cause Avnet to deliver to such Optionee an Option Agreement (which
Option Agreement shall be signed on behalf of Avnet by an officer of Avnet
with appropriate authorization therefor)
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evidencing the Option so granted or modified and the terms and conditions
thereof and including (when appropriate) an addendum evidencing the SAR so
granted or modified and the terms and conditions thereof.
2. The date on which the Committee or the Board of Directors approves the
granting of any Option or Stock Appreciation Right, or approves the
modification of any outstanding Option or SAR, shall be deemed the date on
which such Option or SAR is granted or modified, regardless of the date on which
the Option Agreement evidencing the same is executed.
3. To the extent that any Option or Stock Appreciation Right shall have
become exercisable as provided in Article V or Article VI above, such Option or
SAR may be exercised by the Optionee at any time and from time to time by
written notice to Avnet stating the number of shares of Stock with respect to
which such Option or SAR is being exercised, accompanied (as to an Option
exercise) by payment in full therefor as prescribed below and (as to an SAR
exercise) by an instrument effecting surrender for termination of the relevant
portion of the Option related thereto. As soon as practicable after receipt of
such notice, Avnet shall, without requiring payment of any transfer or issue tax
by the Optionee, deliver to the Optionee, at the principal office of Avnet (or
such other place as Avnet may designate), a certificate or certificates
representing the shares of Stock acquired upon such exercise; provided, however,
that the date for any such delivery may be postponed by Avnet for such period as
it may require, in the exercise of reasonable diligence (a) to register the
shares of Stock so purchased (together with any part or all of the balance of
the shares of Stock which may be delivered pursuant to the exercise of Options
and/or Stock Appreciation Rights) under the Securities Act of 1933, as amended,
and/or to obtain the opinions of counsel referred to in clauses (B) and (E) of
paragraph 7 below, and (b) to comply with the applicable listing requirements of
any national securities exchange or with any other requirements of law. If any
Optionee shall fail to accept delivery of all or any part of the shares of Stock
with respect to which such Option or SAR is being exercised, upon tender
thereof, the right of such Optionee to exercise such Option and the related SAR,
or to exercise such SAR and the related Option, with respect to such unaccepted
shares may, in the discretion of the Committee (in the case of an Option granted
to an Eligible Employee) or the Board of Directors (in the case of an Option
granted to a Non-Employee Director), be terminated. For purposes of this
paragraph 3, payment upon exercise of an Option may be made (i) by check
(certified, if so required by Avnet) in the amount of the aggregate exercise
price of the portion of the Option being exercised, or (ii) in the form of
certificates representing shares of Stock (duly endorsed or accompanied by
appropriate stock powers, in either case with signature guaranteed if so
required by Avnet) having a Fair Market Value, at the date of receipt by Avnet
of such certificates and the notice above mentioned, equal to or in excess of
such aggregate exercise price, or (iii) by a combination of check and
certificates for shares of Stock.
4. Notwithstanding paragraph 3 of this Article VII, upon each exercise of
an Option, the Optionee shall pay to Avnet an amount required to be withheld
under applicable income tax laws in connection with such exercise. An Optionee
may, in the discretion of the Committee and subject to any rules as the
Committee may adopt (in the case of an Optionee who was an Eligible Employee on
the date of grant), or in the discretion of the Board of Directors and subject
to such rules as the Board of Directors may adopt (in the case of an Optionee
who was a Non-Employee Director on the date of grant), elect to satisfy such
obligation, in whole or in part, by having Avnet withhold shares of Stock having
a Fair Market Value equal to the amount required to be so withheld. For purposes
of the foregoing, the Fair Market Value of a share of Stock shall be its Fair
Market Value on the date that the amount to be withheld is determined. An
Optionee shall pay Avnet in cash for any fractional share that would otherwise
be required to be withheld.
5. The Plan shall not confer upon any Optionee any right with respect to
continuance of employment by the Company or continuance of membership on the
Board of Directors, nor shall it interfere in any way with his or her right, or
the Company's right, to terminate his or her employment at any time.
6. No Optionee shall acquire or have any rights as a shareholder of Avnet
by virtue of any Option or any SAR until the certificates representing shares of
Stock issued pursuant to the exercise of such Option or SAR are delivered to
such Optionee in accordance with the terms of the Plan.
7. While it is Avnet's present intention to register under the Securities
Act of 1933, as amended, the shares of Stock which may be delivered pursuant to
the exercise of Options and/or Stock Appreciation Rights
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granted under the Plan, nevertheless, any provisions in this Plan to the
contrary notwithstanding, Avnet shall not be obligated to sell or deliver any
shares of Stock pursuant to the exercise of any Option or any SAR unless (A)(i)
such shares have at the time of such exercise been registered under the
Securities Act of 1933, as amended, (ii) no stop order suspending the
effectiveness of such registration statement has been issued and no proceedings
therefor have been instituted or threatened under said Act, and (iii) there is
available at the time of such exercise a prospectus containing certified
financial statements and other information meeting the requirements of Section
10(a)(3) of said Act, or (B) Avnet shall have received from its counsel an
opinion that registration of such shares under said Act is not required, (C)
such shares are at the same time of such exercise, or upon official notice of
issuance will be, listed on each national securities exchange on which the
Stock is then listed, (D) the prior approval of such sale has been obtained
from any State regulatory body having jurisdiction (but nothing herein
contained shall be deemed to require Avnet to register or qualify as a foreign
corporation in any State nor, except as to any matter or transaction relating
to the sale or delivery of such shares, to consent in service of process in any
State), and (E) Avnet shall have received an opinion from its counsel with
respect to compliance with the matters set forth in clauses (A), (C), and (D)
above.
ARTICLE VIII
ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
1. In the event that the Stock shall be split up, divided or otherwise
reclassified into or exchanged for a greater or lesser number of shares of
Stock or into shares of Common Stock and/or any other securities of Avnet by
reason of recapitalization, reclassification, stock split or reverse split,
combination of shares or other reorganization, the term "Stock" as used herein
shall thereafter mean the number and kind of shares or other securities into
which the Stock shall have been so split up, divided or otherwise reclassified
or for which the Stock shall have been so exchanged; and the remaining number
of shares of Stock which may, in the aggregate, thereafter be delivered
pursuant to the exercise of Options and/or Stock Appreciation Rights (as
specified in paragraph 1 of Article III hereof) and the remaining number of
shares of Stock which may thereafter be delivered pursuant to the exercise of
any Options and/or Stock Appreciation Rights then outstanding, shall be
correspondingly adjusted. In the event that any dividend payable in shares of
Stock is paid to the holders of outstanding shares of Stock, the remaining
number of shares of Stock which may, in the aggregate, thereafter be delivered
pursuant to the exercise of Options and/or Stock Appreciation Rights (as
specified in paragraph 1 of Article III hereof) and the remaining number of
shares of Stock which may thereafter be delivered pursuant to the exercise of
any Options and/or Stock Appreciation Rights then outstanding, shall be
increased by the percentage which the number of shares of Stock so paid as a
dividend bears to the total number of shares of Stock outstanding immediately
prior to the payment of such dividend.
2. In the event that the Stock shall be split up, divided or otherwise
reclassified or exchanged as provided in the preceding paragraph, the purchase
price per share of Stock upon exercise of outstanding Options, and the
aggregate number of shares of Stock with respect to which Options may be
granted to any Optionee in any calendar year (as specified in paragraph 6 of
Article V hereof), shall be correspondingly adjusted.
3. Anything in this Article VIII to the contrary notwithstanding, in the
event that, upon any adjustment made in accordance with paragraph 1 above, the
remaining number of shares of Stock which may thereafter be delivered pursuant
to the exercise of any Option or Stock Appreciation Right then outstanding
shall include a fractional share of Stock, such fractional share of Stock shall
be disregarded for all purposes of the Plan and the Optionee holding such
Option or SAR shall become entitled neither to purchase the same nor to receive
cash or scrip in payment therefor or in lieu thereof.
ARTICLE IX
AMENDMENT OR TERMINATION OF THE PLAN
1. The Plan shall automatically terminate on November 21, 2009, unless
it is sooner terminated pursuant to paragraph 2 below.
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2. The Board of Directors may amend the Plan from time to time as the
Board may deem advisable and in the best interests of Avnet and may terminate
the Plan at any time (except as to Options and Stock Appreciation Rights then
outstanding hereunder); provided, however, that unless approved by the
affirmative vote of a majority of the votes cast at a meeting of the
shareholders of Avnet duly called and held for that purpose, no amendment to
the Plan shall be adopted which shall (a) affect the composition or functioning
of the Committee, (b) increase the aggregate number of shares of Stock which
may be delivered pursuant to the exercise of Options and SARs, (c) increase the
aggregate number of shares of Stock with respect to which Options may be
granted to any Optionee during any calendar year, (d) decrease the minimum
purchase price per share of Stock (in relation to the Fair Market Value thereof
at the respective dates of grant) upon the exercise of Options, or (e) extend
the ten year maximum period within which an Option is exercisable, or the
period within which an SAR is exercisable, or the termination date of the Plan.
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EXHIBIT 24
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, 2000.
/s/ Eleanor Baum
Eleanor Baum
2
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 17th day of September, 2000.
/s/ J. Veronica Biggins
J. Veronica Biggins
3
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 25th day of September, 2000.
/s/ Joseph F. Caligiuri
Joseph F. Caligiuri
4
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, 2000.
/s/ Lawrence W. Clarkson
Lawrence W. Clarkson
5
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 19th day of September, 2000.
/s/ Ehud Houminer
Ehud Houminer
6
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, 2000.
/s/ James A. Lawrence
James A. Lawrence
7
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 16th day of September, 2000.
/s/ Salvatore J. Nuzzo
Salvatore J. Nuzzo
8
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, 2000.
/s/ Ray M. Robinson
Ray M. Robinson
9
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, 2000.
/s/ Frederic Salerno
Frederic Salerno
10
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, 2000.
/s/ Gary L. Tooker
Gary L. Tooker
11
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, 2000.
/s/ Roy Vallee
Roy Vallee
12
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, 2000.
/s/ Frederick S. Wood
Frederick S. Wood
1
EXHIBIT 99
AMENDMENT TO EMPLOYMENT AGREEMENT
This amendment, dated September 20, 2000, between AVNET, INC., a New
York corporation with its principal place of business at 2211 South 47th Street,
Phoenix, Arizona 85034 (the "Company") and ROY VALLEE ("Vallee"), having offices
at 2211 South 47th Street, Phoenix, Arizona 85034.
WITNESSETH:
WHEREAS, the Company and Vallee entered into an Employment Agreement on
September 25, 1997 ("Employment Agreement"); and
WHEREAS, the parties desire to modify the Employment Agreement in
accordance with the provisions of this Amendment.
NOW, THEREFORE, the parties hereto agree that the following
changes shall be made to the Employment Agreement:
1. The "Term" of the Employment Agreement, as defined in paragraph
2 therein, shall be extended so that the "Termination Date" shall be June 27,
2003;
2. The word "fully" in the second line of paragraph 4(b) is
deleted;
3. With respect to a Year commencing after June 30, 2000, and
taking into consideration the fact that the Company's common stock is being
impacted in September, 2000 by a 2-for-1 stock split (thus constituting the
adjustment referred to and required under paragraph 4(b) of the Employment
Agreement, the provisions of paragraph 5 are modified in their entirety as
follows:
5. Compensation
(a) For all services to be rendered by Vallee and for all
covenants undertaken by him, the Company shall pay
and Vallee shall accept annual base compensation per
Year during the term hereof of Seven Hundred Fifty
Thousand Dollars ($750,000.00) payable in equal
biweekly installments (or in other installment
frequencies as may be used from time to time by the
Company to pay its other employees).
(b) In addition to annual base compensation, subject to
and contingent upon approval of this incentive
compensation with respect to the period from and
after June 29, 2001 by the Shareholders of the
Corporation at the Annual Meeting of Shareholders to
be held on November 20, 2000 (or at any adjournments
thereof), the Company shall pay a first
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incentive bonus to Vallee each Year during the term
of this Agreement calculated as the sum of the
following:
(i) Four Thousand Dollars ($4,000.00) for each
one-half cent ($.005) of Annual Earnings Per
Share over $1.50 and up to $2.00 in each Year
for which the first incentive bonus is to be
paid; and
(ii) Five Thousand Dollars ($5,000.00) for each
one-half cent ($.005) of Annual Earnings Per
Share over $2.00 and up to $2.50 in each Year
for which the first incentive bonus is to be
paid; and
(iii) Seven Thousand Dollars ($7,000.00) for each
one-half cent ($.005) of Annual Earnings Per
Share over $2.50 in each Year for which the
first incentive bonus is to be paid.
By way of example, consider the following
hypothetical circumstances:
(1) In the event Annual Earnings Per share were
determined in any applicable Year to be $1.45,
then Vallee would be entitled to no first
incentive bonus hereunder for that Year;
(2) In the event Annual Earnings Per Share were
determined in any applicable Year to be $2.25,
then Vallee would be entitled to $650,000 of
first incentive bonus hereunder for that Year
($4,000 times 100 plus $5,000 times 50); and
(3) In the event Annual Earnings Per Share were
determined in any applicable Year to be $2.75,
then Vallee would be entitled to $1,250,000 of
incentive bonus hereunder for that Year ($4,000
times 100 plus $5,000 times 100 plus $7,000
times 50).
(c) The final determination and payment of the first
incentive bonus shall be made by the Company to
Vallee not later than one hundred ninety (190) days
following the termination of each Year.
Notwithstanding the foregoing sentence, the Company
shall on a quarterly basis estimate the portion of
Annual Earnings Per Share which the Company has
earned during such fiscal quarter ("Interim Quarterly
Earnings") and shall, as soon as practicable after
the end of each fiscal quarter, pay to Vallee any
portion of the first incentive bonus which it
reasonably anticipates will be due to Vallee at the
end of the full Year.
By way of example:
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(1) If the Company were to determine at the end of
the first fiscal quarter of any Year that the
Company had Interim Quarterly Earnings of $.75
for that quarter, then it would pay to Vallee
the sum of $400,000 in respect of the first
incentive bonus as soon as practicable after
the end of such quarter. This amount is
determined by (A) taking the annualized
cumulative year to date Interim Quarterly
Earnings of $3.00 ($.75 x 4); (B) calculating
the resulting annualized first incentive bonus
thereon of $1,600,000 ($4,000 x 100; plus
$5,000 x 100 plus $7,000 x 100), (C) prorating
such amount for the portion of the Year that
elapsed (25%) and (D) subtracting any prior
quarterly estimates and payments in respect of
the first incentive bonus (none in this
example).
(2) In addition, if the Company were thereafter to
determine at the end of the second fiscal
quarter of such Year that the Company had
Interim Quarterly Earnings of $.40 for the
second quarter, then it would make no
additional payment to Vallee in respect of
first incentive bonus at the conclusion of the
second quarter since the estimated first
incentive bonus based upon the annualized
cumulative Interim Quarterly Earnings was less
than the amount determined after the end of the
first quarter. The first quarter's Interim
Quarterly Earnings of $.75 plus the second
quarter's Interim Quarterly Earnings of $.40
when aggregated equal $1.15. These earnings
when annualized (times 2), or $2.30, would
result in an annualized incentive of $700,000
($4,000 x 100; plus $5,000 x 60). Thus, the
first half payment of $350,000 would be less
than the $400,000 payment made in respect of
the first quarter.
(3) Thereafter, if the Company were to determine at
the end of the third fiscal quarter of such
Year that the Company had Interim Quarterly
Earnings of $0.65 for the third quarter, then
it would pay to Vallee the sum of $200,000 as
soon as practicable after the end of such
quarter. This would be the case since in these
examples (1), (2) and (3) the Company would
have had cumulative Interim Quarterly Earnings
of $1.80 for the three fiscal quarters ($.75 +
$.40 + $.65 = $1.80), and therefore an
annualized cumulative year to date Interim
Quarterly Earnings of $2.40 ($1.80 / 3 x 4)
which would result in a first incentive bonus
of $800,000 or a prorated amount of $600,000
for the first three quarters of the Year less
the amount paid to date.
At the conclusion of any Year, upon the actual determination
of Annual Earnings Per Share, a reconciliation of payments
shall be made and the
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Company shall pay to Vallee any additional amounts due;
similarly, Vallee shall remain obligated to repay to the
Company any overpayments received by him for the first
incentive bonus during such period.
(d) In addition to annual base compensation and the
first incentive bonus, subject to and contingent
upon approval of this incentive compensation with
respect to the period from and after June 29, 2001
by the Shareholders of the Corporation at the Annual
Meeting of Shareholders to be held on November 20,
2000 (or at any adjournments thereof), the Company
shall pay a second incentive bonus to Vallee each
Year during the term of this Agreement based upon
the Company's ROC for the Year, in the amount of
$10,000 for each one-tenth of a percent (0.10%) by
which the ROC exceeds eight percent (8.0%). Thus,
for example:
If the ROC is: Then the second incentive bonus is:
Less than 8.1% $0
9.5% $150,000
11.0% $300,000
12.1% $410,000
The final determination and payment of the second
incentive bonus shall be made by the Company to Vallee
not later than one hundred ninety (190) days following
the termination of each Year.
(e) For any period of less than a full Year, the amount
of such base compensation, first incentive bonus and
second incentive bonus payable hereunder shall bear
the same ratio to a full Year's base compensation
and incentive bonuses as the number of weekly
periods for which Vallee shall be entitled to such
compensation bears to the fifty-two (52) (or 53 as
the case may be) fiscal weeks in such Year. For
example, if Vallee's employment hereunder were for
any reason to terminate after 26 weeks of fiscal
2002, he would be entitled to 26/52 of his base pay
for that year (26/52 of $750,000 being $375,000) and
26/52 of the amount of the first and second
incentive bonuses, if any, that would have been due
for fiscal Year 2001 based upon Annual Earnings Per
Share and the ROC for the entire fiscal Year 2001.
Such incentive bonuses would be payable to Vallee
within the time required in Paragraph 5(c) and 5(d)
hereinabove.
(f) Except as specifically provided herein, including
but not limited to Paragraph 5(e) above, upon
termination of this Agreement pursuant to the terms
hereof prior to June 27, 2003, Vallee shall be
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entitled to receive only such compensation as had
accrued and was unpaid to the effective date of
termination.
(g) In addition to the compensation described above,
during the term of this Agreement Vallee shall be
entitled to the benefits currently made available by
the Company to its employees in general (such as
vacation and insurances) and to its executive
employees (such as a Company-provided automobile and
the Executive Life Insurance/Supplemental Retirement
Program) in accordance with the terms set therefor.
(h) With respect to the foregoing provisions of this
Paragraph 5, it is specifically agreed between
Vallee and the Company 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
Company has not been the acquiring and/or surviving
entity, it has become impractical or impossible to
compute the Annual Earnings Per Share and the ROC of
the Company (as above defined), then, in lieu of the
amounts otherwise provided for in this Paragraph 5
as the first incentive bonus and the second
incentive bonus, the annual rate of the base salary
payable to Vallee under Paragraph 5(a) above shall
be increased in each Year by an amount equal to the
highest aggregate incentive compensation paid to
Vallee by the Company (i.e., that is paid under
Paragraphs 5(b) and 5(d) of this Agreement or any
incentive compensation paid under Vallee's prior
employment contract with the Company, as the case
may be) in any one Year during the 3-Year period
completed most recently prior to the date of
consummation of such business combination
transaction.
Nothing contained in this Paragraph 5 shall be deemed to
preclude the Company from, and Vallee is entering into
this Agreement with the understanding that the Company
will from time to time consider and take action with
respect to, (A) granting or awarding to Vallee additional
items of compensation including (but not limited to)
bonuses, incentive stock, stock options, stock purchase
agreements, phantom stock awards, and participations in
profit-sharing arrangements, in each case whether a plan
of general or limited applicability or personal to
Vallee, or (B) paying, reimbursing or providing to Vallee
such perquisites to the functions of the office of
Chairman of the Board and Chief Executive Officer of the
Company (and to the performance of his services in such
office under this Agreement) as may from time to time be
determined by the Company and accepted by Vallee.
4. The date of "June 29, 2001" in paragraphs 6(a),
6(a)(i) and 10(a) shall be changed to "June 27, 2003".
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5. Paragraph 6(c) shall be deleted and replaced with the
following:
(c) Termination by Vallee in Certain Circumstances.
Notwithstanding any other provisions hereof, if,
prior to June 27, 2003, there is a Change of Control
as defined in paragraph 6(d) below, then the Company
agrees that Vallee shall have the right, upon at
least 90 days' prior written notice to the Company,
to terminate this Agreement, 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 Change of Control; and the
provisions of Paragraph 9 hereinbelow (giving the
Company the right to engage Vallee as a consultant)
shall not be applicable.
6. A new subparagraph (d) of paragraph 6 shall be added
as follows:
(d) Termination After Change of Control. If, within 24
months following a Change of Control (as hereinafter
defined), the Company or its successor terminates
Vallee's employment without cause or by Constructive
Termination (as defined below), Vallee will be paid,
in lieu of any other rights under this Agreement, in
a lump sum payment, an amount equal to 2.99 times
the sum of (i) his annual salary for the year in
which such termination occurs and (ii) his incentive
compensation equal to the average of such incentive
compensation for the highest two of the last five
full fiscal years. All unvested stock options shall
accelerate and vest in accordance with the early
vesting provisions under such plans and all
incentive stock program shares allocated but not yet
delivered will be accelerated so as to be
immediately deliverable. Vallee shall receive his
accrued and unpaid salary and any accrued and unpaid
pro rata bonus (assuming target payout) through the
date of termination, and Vallee will continue to
participate in the medical, dental, life, disability
and automobile benefits in which Vallee is then
participating for a period of two years from the
date of termination.
In the event that Vallee is deemed to have received an
excess parachute payment (as such term is defined in
Section 280G(b) of the Internal Revenue Code of 1986, as
amended (the "Code")) which is subject to excise taxes
("Excise Taxes") imposed by Section 4999 of the Code with
respect to compensation paid to Vallee pursuant to this
Agreement, the Company shall make an additional payment
equal to the sum of (i) all Excise Taxes payable by
Vallee plus (ii) any additional Excise Tax or federal or
state income taxes imposed with respect to the payments.
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"Change of Control" means the happening of any of the
following events:
(i) The acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) (a "Person"), of
beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 50%
or more of either (A) the then outstanding shares
of common stock of the Company or (B) the combined
voting power of the then outstanding voting
securities of the Company entitled to vote
generally in the election of directors; provided,
however, that the following acquisitions shall not
constitute a Change of Control under this
subsection (i): (w) any transaction which is
authorized by the Board of Directors of the
Company as constituted prior to the effective date
of the transaction, (x) any acquisition directly
from the Company (excluding an acquisition by
virtue of the exercise of a conversion privilege),
(y) any acquisition by the Company, or (z) any
acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the
Company or any corporation controlled by the
Company; or
(ii) Individuals who, as of the effective date hereof,
constitute the Board of Directors (the "Incumbent
Board") cease for any reason to constitute at
least a majority of the Board; provided, however,
that any individual becoming a director subsequent
to the effective date hereof whose election, or
nomination for election by the Company's
stockholders, was approved by a vote of at least a
majority of the directors then comprising the
Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board,
but excluding, for this purpose, any such
individual whose initial assumption of office
occurs as a result of either an actual or
threatened election contest (as such terms are
used in Rule 14a-11 of Regulation 14A promulgated
under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by
or on behalf of a Person other than the Board; or
(iii) Approval by the stockholders of the Company of a
complete liquidation or dissolution of the Company
or the sale or other disposition of all or
substantially all of the assets of the Company.
"Constructive Termination", which for purposes of this
Agreement shall include each of the following:
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(i) a material diminution of Vallee's
responsibilities, including, without limitation,
title and reporting relationship;
(ii) relocation of Vallee's office greater than 50
miles without the consent of Vallee;
(iii) a material reduction in Vallee's compensation and
benefits received hereunder; or
(iv) Vallee no longer serves on the Board of Directors
of the Company.
7. All other provisions of the Employment Agreement shall remain in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first written above.
AVNET, INC.
By: /s/ Raymond Sadowski
Raymond Sadowski
Senior Vice President and
Chief Financial Officer
/s/ Roy Vallee
Roy Vallee
8
