Exhibit






Exhibit 10.17
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


ADDENDUM


THIS ADDENDUM (the “Addendum”) to the Master Distributor Agreement effective as of March 12, 2014 (the “Agreement”) is made by and between Avnet, Inc., a New York corporation, having offices at 2211 South 47th Street, Phoenix, AZ 85034 (“Distributor”) and Xilinx, Inc., a Delaware corporation, having offices at 2100 Logic Drive, San Jose, CA 95124, Xilinx Ireland Unlimited Company (formerly known as Xilinx Ireland), a company incorporated under the laws of Ireland and having its registered office at 2020 Bianconi Avenue, Citywest Business Campus, Saggart, Co. Dublin and Xilinx Sales International Pte. Ltd., a company organized and existing under the laws of Singapore, having its principal office at 5 Changi Business Park Vista, Singapore 486040 (collectively and individually “Xilinx”), to be effective as of March 1, 2017.


The parties agree as follows:


In the event of a conflict between this Addendum and the Agreement, the terms and conditions of this Addendum have precedence over the Agreement with respect to the activities of the PF Participating Companies.  Capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement. Except as specifically modified by this Addendum, all terms and conditions of the Agreement remain in full force and effect.  


		
	1)
	Subject to the terms and conditions of the Agreement, Xilinx hereby adds Premier Farnell UK Limited (“PF”) and its affiliates (collectively with PF, “PF Participating Companies”), all Subsidiaries of Distributor, to Exhibit A of the Agreement, “Schedule of Authorized Electronics Marketing Locations”. The PF Participating Companies that are added as authorized Electronics Marketing selling locations under this Agreement are set out in Appendix 1 of this Addendum. Additional PF Participating Companies may be added to this Agreement by PF.




		
	2)
	Due to the unique business model of PF, the below guidelines serve to augment the business model between Xilinx and Distributor:




		
	a.
	PF Participating Companies will purchase Products (as defined in the Agreement) solely and directly from Xilinx at Distributor Cost (as defined in the Agreement).


		
	b.
	Shipping terms are CPT (PF Maybrook Warehouse UK) (INCOTERMS 2010).


		
	c.
	PF Participating Companies will store and handle Xilinx product in accordance with the audit material provided by Xilinx, as may be updated from time to time.


		
	d.
	PF Participating Companies will provide a weekly point of sale report (“POS”) to Xilinx.  The POS will include the following for each sales transaction to cover all PF Participating Companies:


		
	i.
	Customer Name


		
	ii.
	 Ship to Location


iii. Address line 1
iv. Xilinx Device / Part (To include Development Systems)
		
	v.
	 Quantity of Devices / Parts (To include Development Systems)









vi. PF Participating Company Cost (Distribution Book Cost)
vii. PF Participating Company Resale Price to Customer (Prices must be provided in currencies that Xilinx can manage (in its data systems); Xilinx Finance team will provide the list of currencies, upon request)
		
	e.
	Xilinx may audit the records of the PF Participating Companies concerning Products, inventory, and storage facilities upon 48 hours’ notice to PF, notice to be addressed to the following:




Premier Farnell UK Limited
Attn: Vice President / General Counsel
300 South Riverside Plaza, Suite 2200
Chicago, IL 60606  
United States of America


		
	f.
	PF Participating Companies may rotate stock as provided in Section 13 of the Agreement; provided however, that with respect to PF Participating Company stock and any credit issued by Xilinx to PF Participating Company in connection with such PF Participating Company stock: (1) PF Participating Companies may only rotate stock twice per year as agreed between Xilinx and PF, but in the event that Xilinx and PF Participating Companies are unable to mutually agree on a stock rotation schedule, Xilinx will set the schedule in its absolute discretion, and (2) the total dollar value of the credit shall not exceed  [***] percent [***] of the dollars invoiced by Xilinx to PF Participating Companies, net of any adjustment, during the subject six-month period.




To evidence the parties’ agreement to this Addendum, they have signed and delivered it on the date(s) below, but as of the date set forth in the preamble.




Xilinx:


Xilinx, Inc.                          Xilinx Ireland Unlimited Company


	
					
	By:
	/s/ Christopher Alan Henry
	 
	By:
	/s/ Kevin Cooney

	 
	Authorized Signature
	 
	 
	Authorized Signature

	Name
	Christopher Alan Henry
	 
	Name
	Kevin Cooney

	 
	Printed or Typed
	 
	 
	Printed or Typed

	Title
	CVP, Channel Sales
	 
	Title
	Managing Director

	

Date
	3/24/2017
	 
	

Date
	3/25/2017






Xilinx Sales International Pte. Ltd.                     


	
			
	By:
	/s/ Oren Scotten
	 

	 
	Authorized Signature
	 

	Name
	Oren Scotten
	 

	 
	Printed or Typed
	 

	Title
	Site Director
	 

	

Date
	3/27/2017
	 













Distributor:




Avnet, Inc.                          


	
				
	By:
	/s/ Peter Bartolotta
	 
	 

	 
	Authorized Signature
	 
	 

	Name
	Peter Bartolotta
	 
	 

	 
	Printed or Typed
	 
	 

	Title
	Chief Transformation Officer
	 
	 

	

Date
	22 March 2017 10:33 MST
	 
	 

















Exhibit A
Premier Farnell Participating Companies
(current as of March 2017)


	
			
	Territory – all global locations
	 
	 

	 
	 
	 

	Name of Company
	 
	Country of Incorporation

	 
	 
	 

	UK BUSINESSES
	 
	 

	Premier Farnell UK Limited
	 
	UK

	(includes Farnell and CPC trading divisions)
	 
	 

	 
	 
	 

	OVERSEAS FARNELL COMPANIES
	 
	 

	element14 Pty Ltd
	 
	Australia

	element14 Limited
	 
	New Zealand

	Element14 sp. zo.o
	 
	Poland

	Farnell GmbH
	 
	Germany

	Farnell Danmark AS
	 
	Denmark

	Oy Farnell (Finland) Ab
	 
	Finland

	Farnell Components Aktiebolag
	 
	Sweden

	Farnell AG
	 
	Switzerland

	Farnell Components (Ireland) Limited
	 
	Ireland

	Farnell (France) SAS
	 
	France

	Farnell (Netherlands) BV
	 
	Netherlands

	element14 Pte Limited 
	 
	Singapore

	element14 Sdn. Bhd.
	 
	Malaysia

	eluomeng Limited
	 
	Hong Kong

	Farnell Components SL    
	 
	Spain

	Farnell (Belgium)
	 
	Belgium

	Farnell Italia Srl    
	 
	Italy

	eluomeng Electronics (China) Co Ltd
	 
	China

	element14 Asia Pte Limited
	 
	Singapore

	element14 India Private Limited
	 
	India

	Farnell Components (Israel) Limited
	 
	Israel

	 
	 
	 

	Newark Companies
	 
	 

	Newark Electronics Corporation
	 
	USA

	Newark Corporation
	 
	USA

	Element14 de Mexico, S. de R.L. de C.V.
	 
	Mexico

	Premier Farnell Canada Limited    
	 
	Canada

	 
	 
	 











	
			
	Embest Companies
	 
	 

	Shenzhen Embest Technology Co Ltd
	 
	Shenzhen

	Element14 Limited
	 
	Hong Kong

	 
	 
	 

	MCM Companies
	 
	 

	MCM Electronics, Inc.
	 
	USA