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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 26, 1995.
AVNET, INC.
(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)
Registrant's telephone number, including area code (516) 466-7000
N/A
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 2 of its executive officers, pursuant to certain employment
agreements. 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 executive officers be available to its security holders and the public
generally. Accordingly, such employment 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 Employment extension agreement dated June 1, 1995 between
the Registrant and Mr. Leon Machiz.
10.2 Employment agreement, dated June 1, 1995, between the
Registrant and Mr. Roy Vallee.
24. Powers of Attorney
No other item of this report form is presently applicable to the registrant.
EXHIBIT INDEX
Number
10.1 Employment extension agreement dated June 1, 1995 between the
Registrant and Mr. Leon Machiz.
10.2 Employment agreement, dated June 1, 1995, between the Registrant
and Mr. Roy Vallee.
24. Powers of Attorney
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)
By: s/Raymond Sadowski
Raymond Sadowski
Senior Vice President and
Chief Financial Officer
Date: September 26, 1995
SECOND EMPLOYMENT EXTENSION AGREEMENT
This Second Employment Extension Agreement made this 1st day of June,
1995 by and between Leon Machiz residing at 5 Hamptworth Court, Kings Point,
New York 11024 ("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 wherein and whereby the Corporation and Machiz agreed
that Machiz would be employed by the Corporation for a period of five years
commencing as of July 1, 1989 and terminating June 30, 1994 (the "Employment
Agreement"); 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 for an additional
period of two years through June 30, 1996 (the "Employment Extension
Agreement"); and
WHEREAS, the parties are desirous of continuing the employment of Machiz
by the Corporation beyond June 30, 1996 and for approximately two additional
years through June 26, 1998 under the terms and conditions hereinafter set
forth;
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. The Employment Agreement, as modified and extended by the Employment
Extension Agreement, shall be extended for an additional period of
approximately two years from July 1, 1996 through June 26, 1998 (the
"Second Extension").
2. The Second Extension shall be on the same terms and conditions as are
set forth in the Employment Agreement as modified by the Employment
Extension Agreement; provided, however, that (i) the date "June 30,
1996" as it appears in Paragraphs 2 and 5 of the Employment Agreement
as modified by the Employment Extension Agreement shall be changed to
read "June 26, 1998" and the "Date of Termination of Full-Time
Employment" with respect to Machiz shall mean June 26, 1998 (or the
earlier of Machiz" death or termination of the Employment Agreement, as
previously and as hereby extended, pursuant to Paragraph 5 thereof);
(ii) the date "June 30, 2001" in Paragraphs 7, 8(a) and 8(d) of the
Employment Agreement as previously modified by the Employment Extension
Agreement shall be changed further to read "June 27, 2003".
3. Notwithstanding anything to the contrary contained herein or therein,
the Corporation's obligation to make payments to Machiz for incentive
compensation pursuant to Paragraph 4(b) of the Employment Agreement with
respect to the two fiscal years during this Second Extension (namely,
the fiscal years ending June 27, 1997 and June 26, 1998 respectively)
shall be subject to and contingent upon the approval by the Shareholders
of the Corporation at the Annual Meeting of Shareholders to be held on
November 15, 1995 (or at any adjournments thereof) of an incentive
compensation program covering such payments. In the event the
Shareholders approve an incentive compensation program covering such
payments, then the provisions of Paragraph 4(b) of the Employment
Agreement, including the time for payment provisions therein, shall
apply fully with respect to this Second Extension. The provisions of
paragraph 3 of the Employment Extension Agreement, which deferred the
payment of incentive compensation payments to Machiz during the period
covered by the Employment Extension Agreement, shall not apply to this
Second Extension.
4. The second sentence of paragraph 3 of the Employment Extension Agreement
shall be changed to read as follows: "Any portion of the 'additional
amounts' which are deferred beyond the date when such 'additional
amounts' would otherwise be payable to Machiz pursuant to paragraph 4(b)
of the Employment Agreement shall accrue interest at a rate, to be
calculated monthly, equal to the prime rate charged by Chase Manhattan
Bank, New York City, to its best corporate customers."
5. All benefits earned by Machiz under the Employment Agreement and the
Employment Extension Agreement shall remain in full force and effect and
shall not be modified, cancelled or terminated under any circumstance.
6. The consulting arrangement described in Paragraph 7 of the Employment
Agreement (the "Consulting Agreement") is non-cancelable and shall
remain in full force and effect. In the event a new employment
agreement is not entered into by the parties by June 26, 1998 for any
reason other than Machiz' death or his prior exercise of his right to
terminate his full-time employment as provided in Paragraph 5 of the
Employment Agreement, the Consulting Agreement shall take effect on June
27, 1998 and terminate on June 27, 2003.
7. This Second Employment Extension Agreement shall be governed by and
construed and interpreted in accordance with the laws of the State of
New York, other than the conflicts of laws principles thereof.
8. This Second Employment Extension Agreement, together with the Employment
Agreement and the Employment Extension Agreement it modifies, contains
the entire agreement of the parties with respect to the subject matter
herein 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.
9. All notices pursuant hereto 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.
10. In the event there are any terms and conditions of the Employment
Agreement or the Employment Extension Agreement which conflict with the
terms and conditions of this Second Employment Extension Agreement, the
terms and conditions of this Second Employment Extension Agreement shall
supersede such terms and conditions of the Employment Agreement and the
Employment Extension Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the date first set forth above.
AVNET, INC.
By:s/ Raymond Sadowski
Raymond Sadowski
Senior Vice President and
Chief Financial Officer
s/ Leon Machiz
Leon Machiz
A copy of the Employment Agreement referred to herein is attached hereto as
Exhibit A and a copy of the Employment Extension Agreement referred to herein
is attached hereto as Exhibit B.
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
This amendment, dated June 1, 1995, between AVNET, INC., a New York
corporation with its principal place of business at 80 Cutter Mill Road, Great
Neck, NY 11021 (the "Corporation") and ROY VALLEE, residing at 18 Pony Lane,
Rolling Hills, CA 90270 ("Employee").
W I T N E S S E T H :
WHEREAS, the Corporation and Employee entered into an Employment
Agreement effective July 1, 1992 (the "Agreement"); and
WHEREAS, the parties modified the Agreement by an Amendment to
Employment Agreement effective as of July 1, 1992; and
WHEREAS, the parties further modified the Agreement by a Second
Amendment to Employment Agreement effective as of July 1, 1993; and
WHEREAS, the parties now desire to further modify the Agreement
effective July 1, 1995 in accordance herewith;
NOW, THEREFORE, the parties agree that the following changes shall be
made to the Agreement:
1. The "Term" of the Agreement as defined in paragraph "2" of the
Agreement shall be extended through June 26, 1998.
2. The references in paragraph "3" of the Agreement to Employee
performing the duties of "President and Chief Operating Officer" shall be
changed to "Vice Chairman, President and Chief Operating Officer".
3. The definition of "Year" in paragraph "4(a)" of the Agreement
shall be changed to mean the fiscal year of the Corporation, which, beginning
with fiscal year 1995, ends at the close of business on the Friday closest to
June 30.
4. Paragraph "5(a)" of the Agreement, as previously modified, shall
be further modified to add Employee's base compensation for the Years ending
June 28, 1996, June 27, 1997 and June 26, 1998, as follows:
"Year ending June 28, 1996 - $600,000
Year ending June 27, 1997 - $600,000
Year ending June 26, 1998 - $600,000"
5. A new paragraph "5(g)" shall be added to the Agreement to cover
Employee's incentive compensation for the Years ending June 28, 1996, June 27,
1997 and June 26, 1998 as follows:
"(g) The incentive compensation described in paragraph "5(b)" shall be
of no force or effect with respect to the Years ending June 28, 1996, June 27,
1997 and June 26, 1998. Subject to and contingent upon the approval by the
Shareholders of the Corporation of an incentive compensation program covering
Employee at the Annual Meeting of Shareholders to be held on November 15, 1995
(or at any adjournments thereof) for the Years ending June 28, 1996, June 27,
1997 and June 26, 1998, the Corporation shall also pay performance based
incentive compensation to the Employee which shall be calculated and
aggregated as the sum of the following:
(i) One Thousand Dollars ($1,000) for each one cent ($.01) of
Annual Earnings Per Share over $1.00 and up to $2.00; plus
(ii) Two Thousand Dollars ($2,000) for each one cent ($.01) of
Annual Earnings Per Share over $2.00 and up to $3.00; plus
(iii)Three Thousand Dollars ($3,000) for each one cent ($.01) of
Annual Earnings Per Share over $3.00 and up to $4.00; plus
(iv) Four Thousand Dollars ($4,000) for each one cent ($.01) of
Annual Earnings Per Share over $4.00 and up to $5.00; plus
(v) Five Thousand Dollars for each one cent ($.01) of Annual
Earnings Per Share over $5.00.
By way of example, consider the following hypothetical
circumstance:
In the event Annual Earnings Per Share were determined in
the Year ending June 28, 1996 to be $3.50, then Employee
would be entitled to $450,000 of incentive compensation
($1,000 times 100 plus $2,000 times 100 plus $3,000 times
50)."
Paragraph "5(b)" shall continue to apply to Years ending prior to July
1, 1995.
6. Paragraph "6(a)" of the Agreement shall be modified to read as
follows:
"The Corporation and Employee agree that if Employee becomes permanently
and totally disabled (as hereinafter defined) on or prior to June 26, 1998,
then for and during the entire period of such disability commencing with the
onset of such disability through the earlier of the date of cessation of such
disability or the date of Employee's death, the Corporation shall pay to
Employee a disability benefit in the annual amount determined as set forth in
Paragraph 6(a)(ii) below.
(a)(i) The term "permanently and totally disabled", as used herein,
shall mean that Employee 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 Vice Chairman, President and Chief Operating
Officer of the Corporation and that such disability is likely to be permanent
and continuous during the remainder of Employee's life. Any determination as
to whether or when Employee has become or has ceased to be 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 June 26, 1998, that Employee's permanent and total disability, or the
onset of such permanent and total disability, occurred before June 26, 1998,
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, Employee shall be paid the full amounts due
pursuant to paragraph 5 above.
(ii) The annual amount payable to Employee as a disability benefit
hereunder shall be Two Hundred Fifty Thousand ($250,000) Dollars to be paid
in equal semi-monthly installments. If, during the period during which
Employee is permanently and totally disabled, he nevertheless voluntarily
renders any advisory or consulting services to the Corporation, Employee 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 renders to the Corporation, upon presentation of vouchers or other evidence
thereof. Further, if Employee shall be able 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.
(iii)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, and 6 of the Agreement shall be of no further force or effect, but
the provisions of paragraphs 7 through 15, inclusive, of this Agreement shall
continue as in effect on the last day prior to such commencement; provided,
that any amounts accrued and payable to Employee immediately prior to
applicability of this paragraph shall remain payable to Employee and shall not
be affected by the provisions hereof."
7. For the sake of clarification, the term "extraordinary items of
profit or loss" in paragraph 4(b) of the Agreement 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 10-K.
8. It is understood that the second and third sentences of paragraph
5(e) of the Agreement relating to options to be granted to Employee do not
apply to the Years ending June 28, 1996, June 27, 1997 and June 26, 1998.
9. The reference to "June 30, 1995" in paragraphs 5(f) and 6(c) of
the Agreement shall be changed to mean June 26, 1998.
10. The provisions of the Amendment to Employment Agreement with
respect to the award of stock options shall apply only to Fiscal Years 1993,
1994, and 1995.
11. All other provisions of the Agreement as previously amended and
modified shall remain in full force and effect. This Third Amendment to
Employment Agreement, together with the Employment Agreement as previously
modified, contains the entire agreement of the parties with respect to the
subject matter herein 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.
12. In the event there are any terms and conditions of the Employment
Agreement as previously modified which conflict with the terms and conditions
of this Third Amendment to Employment Agreement, the terms and conditions of
this Third Amendment to the Employment Agreement shall supersede such terms
and conditions of the Employment Agreement as previously modified.
13. All notices pursuant hereto 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.
AVNET, INC.
s/ Leon Machiz
LEON MACHIZ, Chief Executive Officer
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 of Avnet, Inc. for the fiscal year
ended June 30, 1995, 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 26th day of September, 1995.
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 of Avnet, Inc. for the fiscal year
ended June 30, 1995, 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 26th day of September, 1995.
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 of Avnet, Inc. for the fiscal year
ended June 30, 1995, 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 26th day of September, 1995.
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 of Avnet, Inc. for the fiscal year
ended June 30, 1995, 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 26th day of September, 1995.
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 of Avnet, Inc. for the fiscal year
ended June 30, 1995, 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 26th day of September, 1995.
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 of Avnet, Inc. for the fiscal year
ended June 30, 1995, 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 26th day of September, 1995.
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 of Avnet, Inc. for the fiscal year
ended June 30, 1995, 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 26th day of September, 1995.
s/ Howard Stein
Howard Stein
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 of Avnet, Inc. for the fiscal year
ended June 30, 1995, 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 26th day of September, 1995.
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 of Avnet, Inc. for the fiscal year
ended June 30, 1995, 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 26th day of September, 1995.
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 of Avnet, Inc. for the fiscal year
ended June 30, 1995, 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 26th day of September, 1995.
/s Frederick S. Wood
Frederick S. Wood