EX-10.1



Table of Contents







 




    Exhibit 10.1



 



    AVNET EMPLOYEE STOCK PURCHASE PLAN

    (2011 Restatement)



 




    

1
    







 






 




    AVNET EMPLOYEE
    STOCK PURCHASE PLAN

    (2011 Restatement)

    

    Table of Contents



 











	 	 	 	 	 	 	 	 	 
	

    Section


	
 
	
    Page

	 

	 
	

    1.


	 
	
 
	
    Purpose and History
	
 
	 
	
    B-3
	 

	 
	

    2.


	 
	
 
	
    Definitions
	
 
	 
	
    B-3
	 

	 
	

    3.


	 
	
 
	
    Plan Administration
	
 
	 
	
    B-4
	 

	 
	
 
	 
	
 
	
    (a) Committee Members
	
 
	 
	
    B-4
	 

	 
	
 
	 
	
 
	
    (b) Powers and Duties of the Committee
	
 
	 
	
    B-4
	 

	 
	
 
	 
	
 
	
    (c) Committee Action
	
 
	 
	
    B-4
	 

	 
	
 
	 
	
 
	
    (d) Exoneration of Committee Members
	
 
	 
	
    B-5
	 

	 
	

    4.


	 
	
 
	
    Eligibility to Participate in Offerings
	
 
	 
	
    B-5
	 

	 
	

    5.


	 
	
 
	
    Offerings
	
 
	 
	
    B-5
	 

	 
	

    6.


	 
	
 
	
    Participation in Offerings
	
 
	 
	
    B-5
	 

	 
	

    7.


	 
	
 
	
    Payroll Deductions
	
 
	 
	
    B-5
	 

	 
	

    8.


	 
	
 
	
    Grant of Option
	
 
	 
	
    B-6
	 

	 
	

    9.


	 
	
 
	
    Exercise of Option
	
 
	 
	
    B-6
	 

	 
	

    10.


	 
	
 
	
    Delivery
	
 
	 
	
    B-6
	 

	 
	

    11.


	 
	
 
	
    Withdrawal; Termination of Employment
	
 
	 
	
    B-7
	 

	 
	

    12.


	 
	
 
	
    Interest
	
 
	 
	
    B-7
	 

	 
	

    13.


	 
	
 
	
    Stock Subject to the Plan
	
 
	 
	
    B-7
	 

	 
	

    14.


	 
	
 
	
    Disposition Upon Death
	
 
	 
	
    B-8
	 

	 
	

    15.


	 
	
 
	
    Transferability
	
 
	 
	
    B-8
	 

	 
	

    16.


	 
	
 
	
    Share Transfer Restrictions
	
 
	 
	
    B-8
	 

	 
	

    17.


	 
	
 
	
    Amendment or Termination
	
 
	 
	
    B-8
	 

	 
	

    18.


	 
	
 
	
    Notices
	
 
	 
	
    B-8
	 

	 
	

    19.


	 
	
 
	
    Miscellaneous
	
 
	 
	
    B-9
	 

	 
	
 
	 
	
 
	
    (a) Rules of Construction
	
 
	 
	
    B-9
	 

	 
	
 
	 
	
 
	
    (b) Headings and Captions
	
 
	 
	
    B-9
	 

	 
	
 
	 
	
 
	
    (c) Governing Law
	
 
	 
	
    B-9
	 

	 
	
 
	 
	
 
	
    (d) Plan Not A Contract of Employment
	
 
	 
	
    B-9
	 
















    

    2








Table of Contents








    AVNET EMPLOYEE
    STOCK PURCHASE PLAN

    (2011 Restatement)



 




    1.  Purpose and
    History.



 



    The purpose of this Avnet Employee Stock Purchase Plan (the
    “Plan”) is to advance the interests of Avnet, Inc, a
    New York corporation (“the Company”), and its
    shareholders by providing Eligible Employees (as defined in
    Section 2(g), below) of the Company and its Designated
    Subsidiaries (as defined in Section 2(f), below) with an
    opportunity to acquire an ownership interest in the Company by
    purchasing Common Stock of the Company on favorable terms
    through payroll deductions. It is the intention of the Company
    that the Plan qualify as an “employee stock purchase
    plan” under section 423 of the Internal Revenue Code
    of 1986, as amended (the “Code”). Accordingly,
    provisions of the Plan shall be construed so as to extend and
    limit participation in a manner consistent with the requirements
    of section 423 of the Code.



 



    The Plan was originally effective on October 1, 1995. This
    amendment and restatement of the Plan is effective as of the
    first Offering Date (as defined below) that occurs after this
    amendment and restatement of the Plan is approved by the
    Company’s shareholders at the Company’s 2011 Annual
    Meeting (the “Effective Date”).



 




    2.  Definitions.



 



    (a) “Board” means the Board of Directors
    of the Company.



 



    (b) “Business Day” means a day when the
    New York Stock Exchange is open.



 



    (c) “Common Stock” means the common stock,
    par value $1.00 per share, of the Company, or the number and
    kind of shares of stock or other securities into which such
    common stock may be changed in accordance with Section 13.



 



    (d) “Committee” means the entity
    administering the Plan, as provided in Section 3, below.



 



    (e) “Compensation” means the total cash
    compensation, including salary, wages, overtime pay, and
    bonuses, paid to an Eligible Employee by reason of his
    employment with the Company or a Designated Subsidiary
    (determined prior to any reduction thereof by operation of a
    salary reduction election under a plan described in
    section 401(k) of the Code or section 125 of the
    Code), as reported on IRS
    Form W-2,
    but excluding any amounts not paid in cash which are required to
    be accounted for as imputed income on IRS
    Form W-2,
    any reimbursements of expenses and equity-based awards.



 



    (f) “Designated Subsidiary” means a
    Subsidiary that has been designated by the Committee from time
    to time, in its sole discretion, as eligible to participate in
    the Plan. Notwithstanding any other provision of the Plan, only
    those Subsidiaries in the United States of America or Canada may
    be Designated Subsidiaries under the Plan.



 



    (g) “Eligible Employee” means, with
    respect to any Offering, an individual who is an Employee at all
    times during the period beginning three (3) months before
    the Offering Date and ending on the Offering Date. In accordance
    with Treas. Reg. §1.421-1(h)(2), an Employee will be
    considered to be employed during military or sick leave or any
    other bona fide leave of absence that does not exceed three
    months and during any period longer than three months if his
    right to reemployment is guaranteed by statute or contract.



 



    (h) “Employee” means any person, including
    an Insider, who, as of a particular Offering Date, is employed
    by the Company or one of its Designated Subsidiaries, exclusive
    of any such person whose customary employment with the Company
    or a Designated Subsidiary is for less than 20 hours per
    week.



 



    (i) “Exchange Act” means the Securities
    Exchange Act of 1934, as amended.



 



    (j) “Fair Market Value” generally means,
    with respect to any share of Common Stock, as of any date under
    the Plan, the closing price of the Common Stock on the New York
    Stock Exchange on a particular date.



 



    (k) “Insider” means any Participant who is
    subject to section 16 of the Exchange Act.





    

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    (l) “Offering” means any of the offerings
    to Participants of options to purchase Common Stock under the
    Plan, each continuing for one month, as described in
    Section 5, below.



 



    (m) “Offering Date” means the first day of
    the period of an Offering under the Plan, as described in
    Section 5, below.



 



    (n) “Option Price” means 95% of the Fair
    Market Value of one share of Common Stock on the Termination
    Date.



 



    (o) “Participant” means an Eligible
    Employee who elects to participate in one or more Offerings
    under the Plan pursuant to Section 6, below.



 



    (p) “Securities Act” means the Securities
    Act of 1933, as amended.



 



    (q) “Subsidiary” means any corporation,
    other than the Company, in an unbroken chain of corporations,
    beginning with the Company, if, at the time an option is granted
    under the Plan, each of the corporations, other than the last
    corporation in the unbroken chain, owns stock possessing
    50 percent or more of the total combined voting power of
    all classes of stock in one of the other corporations in such
    chain.



 



    (r) “Termination Date” means the last day
    of the period of an Offering under the Plan, as described in
    Section 5, below.



 




    3.  Plan
    Administration.



 




    (a) Committee Members.



 



    The administration of the Plan shall be under the supervision of
    the committee for the Plan (the “Committee”) appointed
    by the Board from time to time. Members of the Committee shall
    serve at the pleasure of the Board and may be removed by the
    Board at any time without prior written notice. A Committee
    member may resign by giving written notice to the Board;
    provided, however, that an individual shall automatically cease
    to be a Committee member upon his termination of employment with
    the Company (or a Designated Subsidiary) or separation from the
    Board, as applicable.



 




    (b) Powers and Duties of the
    Committee.



 



    The Committee shall have full power to administer the Plan in
    all of its details, subject to the requirements of applicable
    law. For this purpose, the Committee’s powers shall include
    the following authority, in addition to all other powers
    provided by this Plan:



 



    (i) To adopt and apply, in a uniform and nondiscriminatory
    manner to all persons similarly situated, such rules and
    regulations as it deems necessary or proper for the efficient
    and proper administration of the Plan, including the
    establishment of any claims procedures that may include a
    requirement that all disputes that cannot be resolved between a
    Participant and the Committee will be subject to binding
    arbitration;



 



    (ii) To interpret the Plan and decide all questions
    concerning the Plan, such as the eligibility of any person to
    participate in the Plan, and the respective benefits and rights
    of Participants and others entitled thereto and the exclusive
    power to remedy ambiguities, inconsistencies and omissions in
    the terms of the Plan;



 



    (iii) To appoint such agents, counsel, accountants,
    consultants and other persons as may be required to assist in
    administering the Plan;



 



    (iv) To allocate and delegate its responsibilities under
    the Plan and to designate other persons to carry out any of its
    responsibilities under the Plan;



 



    (v) To prescribe such forms as may be necessary or
    appropriate for Eligible Employees to make elections under the
    Plan or to otherwise administer the Plan; and



 



    (vi) To do such other acts as it deems necessary or
    appropriate to administer the Plan in accordance with its terms,
    or as may be provided for or required by law.





    

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    (c) Committee Action.



 



    The certificate of a Committee member designated by the
    Committee that the Committee has taken or authorized any action
    shall be conclusive in favor of any person relying on, or
    subject to, the certificate. Any interpretation of the Plan, and
    any decision on any matter within the discretion of the
    Committee, made by the Committee in good faith shall be final
    and binding on all persons. A majority of the members of the
    Committee shall constitute a quorum. The Committee shall act by
    majority approval of the members and shall keep minutes of its
    meetings. Action of the Committee may be taken without a meeting
    if unanimous written consent is given. Copies of minutes of the
    Committee’s meetings and of its actions by written consent
    shall be kept with the corporate records of the Company.



 




    (d) Exoneration of Committee
    Members.



 



    No member of the Committee shall be liable for any action or
    determination made in good faith with respect to the Plan or any
    option granted under it. The Company hereby agrees to indemnify,
    defend and hold harmless, to the fullest extent permitted by
    law, any Committee member against any and all liabilities,
    damages, costs and expenses (including attorneys’ fees and
    amounts paid in settlement of any claims approved by the
    Company) occasioned by any act or omission to act in connection
    with the Plan, if such act or omission was not due to the gross
    negligence or willful misconduct of the Committee member.



 




    4.  Eligibility to Participate in
    Offerings.



 



    (a) An Eligible Employee is entitled to participate in
    Offerings in accordance with Sections 5 and 6, beginning
    with the first Offering Date after the Employee becomes an
    Eligible Employee, subject to the limitations imposed by
    section 423 of the Code.



 



    (b) Notwithstanding any other provision of the Plan, no
    Employee shall be granted an option under the Plan: (i) if
    immediately after the grant, the Employee (or any other person
    whose stock ownership would be attributed to such Employee
    pursuant to section 424(d) of the Code) would own shares of
    stock and/or
    hold outstanding options to purchase shares of stock possessing
    5% or more of the total combined voting power or value of all
    classes of shares of the Company or of any Subsidiary; or
    (ii) during the six-month period following a hardship
    withdrawal under a plan described in section 401(k) of the
    Code and sponsored by the Company or a Designated Subsidiary
    when the Employee is precluded from making pre-tax contributions
    under such a plan.



 




    5.  Offerings.



 



    Options to purchase shares of Common Stock shall be offered to
    Participants under the Plan through a continuous series of
    Offerings, each beginning on the first Business Day of the month
    (the “Offering Date”), and terminating on the last
    Business Day of such month (the “Termination Date”).
    Offerings under the Plan shall continue until either
    (a) the Committee decides, in its sole discretion, that no
    further Offerings shall be made because the Common Stock
    remaining available under the Plan is insufficient to make an
    Offering to all Eligible Employees, or (b) the Plan is
    terminated in accordance with Section 17, below.
    Notwithstanding the foregoing, Offerings shall be limited under
    the Plan so that no Eligible Employee will be permitted to
    purchase shares of Common Stock under all “employee stock
    purchase plans” (within the meaning of section 423 of
    the Code) of the Company and its Subsidiaries in excess of
    $25,000 of the Fair Market Value of such shares of Common Stock
    (determined with respect to each share as of the applicable
    Offering Date) for each calendar year in which an Offering is
    outstanding at any time.



 




    6.  Participation in
    Offerings.



 



    (a) An Eligible Employee may participate in Offerings under
    the Plan by completing a subscription agreement authorizing
    payroll deductions on the form provided by the Company (the
    “Participation Form”) and filing the Participation
    Form with the Company. The Participation Form shall be effective
    no later than the first Offering that starts at least
    15 days after the completed Participation Form is received
    by the Company.





    

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    (b) Subject to Section 7(a), below, payroll deductions
    for a Participant shall begin with the first paydate after the
    Offering Date as of which the Participant’s Participation
    Form has become effective and shall continue until the Plan is
    terminated, subject to earlier termination by the Participant as
    provided in Section 11, below, or increases or decreases by
    the Participant in the amount of payroll deductions as provided
    in Section 7(c), below.



 




    7.  Payroll Deductions.



 



    (a) By completing and filing a Participation Form, an
    Eligible Employee shall elect to have payroll deductions
    withheld from his total Compensation on each paydate (including
    paydates covering regular payroll, commissions and bonuses)
    during the time he is a Participant in the Plan in such amount
    as he shall designate on the Participation Form; provided,
    however, that: (i) payroll deductions must be in such
    percentages or whole dollar amounts, as determined by rules
    established by the Committee, as in effect and amended from time
    to time; (ii) the Committee may establish rules limiting
    the amount of an Eligible Employee’s payroll deductions,
    except that any percentage or dollar limitation must apply
    uniformly to all Eligible Employees; (iii) and each
    Participant’s payroll deductions must be equal to at least
    the minimum percentage or dollar amount established by the
    Committee from time to time, and no more than $23,750 (U.S.) per
    calendar year.



 



    (b) All payroll deductions authorized by a Participant
    shall be credited to an account established under the Plan for
    the Participant. The funds represented by such account shall be
    held as part of the Company’s general assets, usable for
    any corporate purpose, and the Company shall not be obligated to
    segregate such funds. A Participant may not make any separate
    cash payment or contribution to such account.



 



    (c) No increases or decreases of the amount of payroll
    deductions for a Participant may be made during an Offering. A
    Participant may increase or decrease the amount of his payroll
    deductions under the Plan for subsequent Offerings by completing
    an amended Participation Form and filing it with the Company
    (pursuant to such standards and procedures established by the
    Committee). Such amended Participation Form shall be effective
    as of the first Offering Date that starts at least 15 days
    after the amended Participation Form is received by the Company.



 



    (d) A Participant may discontinue his participation in the
    Plan at any time as provided in Section 11, below.



 




    8.  Grant of Option.



 



    On each Offering Date, each Participant shall be granted (by
    operation of the Plan) an option to purchase (at the Option
    Price) as many shares of Common Stock as he will be able to
    purchase with the payroll deductions credited to his account
    during his participation in the Offering beginning on such
    Offering Date. Notwithstanding the foregoing, the number of
    shares of Common Stock that an Employee may purchase under an
    Offering may not exceed the lesser of 500 (as may be adjusted
    from time to time under Section 13(b)) or the maximum
    number that may be purchased under the $25,000 rule described in
    Section 5, above.



 




    9.  Exercise of Option.



 



    (a) Unless a Participant gives written notice to the
    Company as provided in Section 9(c), below, or withdraws
    from the Plan pursuant to Section 11, below, his option for
    the purchase of shares of Common Stock granted under an Offering
    shall be exercised automatically at the Termination Date of such
    Offering for the purchase of the number of shares of Common
    Stock that the accumulated payroll deductions in his account on
    such Termination Date will purchase at the applicable Option
    Price (subject to the limits required by the Plan). Any
    accumulated payroll deductions not used to purchase shares by
    reason of a limit required by the Plan shall be returned to the
    Participant; provided, however, that an amount less than the
    Fair Market Value of a share on the Termination Date may be
    carried over to a subsequent Offering.



 



    (b) No Participant (or any person claiming through such
    Participant) shall have any interest in any Common Stock subject
    to an option under the Plan until such option has been
    exercised, at which point such interest shall be limited to the
    interest of a purchaser of the Common Stock pending the delivery
    of






    

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    such Common Stock in accordance with Section 10, below.
    During his lifetime, a Participant’s option to purchase
    shares of Common Stock under the Plan is exercisable only by him.



 



    (c) A Participant who has initiated payroll deductions and
    does not wish to exercise his option may terminate his
    participation in the Plan and withdraw such payroll deductions
    by following the procedures set forth in Section 11, below,
    before the end of the Business Day on the applicable Termination
    Date.



 




    10.  Delivery.



 



    As promptly as practicable after the Termination Date of each
    Offering, the Company will deliver, or cause to be delivered, on
    behalf of each Participant, a certificate representing the
    shares of Common Stock purchased upon exercise of his option
    granted for such Offering to a brokerage firm designated by the
    Company that has rights to execute trades on the New York Stock
    Exchange. Such shares will be deposited in an account
    established for the Participant at a brokerage firm selected by
    the Committee and may be held in street name.



 




    11.  Withdrawal; Termination of
    Employment.



 



    (a) A Participant may terminate his participation in the
    Plan and withdraw all, but not less than all, of the payroll
    deductions credited to his account under the Plan at any time
    prior to the end of the Business Day on a Termination Date
    corresponding to an Offering, by giving written notice to the
    Company. Such notice shall state that the Participant wishes to
    terminate his involvement in the Plan, specify a Termination
    Date and request the withdrawal of all of the Participant’s
    payroll deductions held under the Plan. All of the
    Participant’s payroll deductions credited to his account
    will be paid to him as soon as practicable after the Termination
    Date specified in the notice of termination and withdrawal (or,
    if no such date is specified, as soon as practicable after
    receipt of his notice of termination and withdrawal), and his
    option for such Offering will be automatically canceled, and no
    further payroll deductions for the purchase of shares of Common
    Stock will be made for such Offering or for any subsequent
    offering, except in accordance with a new Participation Form
    filed pursuant to Section 6, above.



 



    (b) Upon termination, or notice of termination, of a
    Participant’s employment for any reason, including
    retirement or death, any payroll deductions authorized under
    Section 7 shall be canceled immediately. Thereafter, any
    payroll deductions that were previously accumulated in the
    Participant’s account prior to his termination or notice of
    termination shall be applied in accordance with the provisions
    of Section 9. However, if a termination of employment
    precludes an Employee from being classified as an Eligible
    Employee with respect to an Offering, then the payroll
    deductions accumulated in his account shall be returned to him
    as soon as practicable after such termination or, in the case of
    his death, to the person or persons entitled thereto under
    Section 14, below, and his option will be automatically
    canceled. For purposes of the Plan, the termination date of
    employment shall be the Participant’s last date of actual
    employment and shall not include any period during which such
    Participant receives any severance payments. A transfer of
    employment between the Company and a Designated Subsidiary or
    between one Designated Subsidiary and another Designated
    Subsidiary, or an absence or leave described in
    Section 2(g), shall not be deemed a termination of
    employment under this Section 11(b).



 



    (c) A Participant’s termination and withdrawal
    pursuant to Section 11(a), above, shall not have any effect
    upon his eligibility to participate in a subsequent Offering by
    completing and filing a new Participation Form pursuant to
    Section 6, above, or in any similar plan that may hereafter
    be adopted by the Company.



 




    12.  Interest.



 



    No interest shall accrue on a Participant’s payroll
    deductions under the Plan.



 




    13.  Stock Subject to the
    Plan.



 



    (a) The maximum number of shares of Common Stock reserved
    for sale under the Plan shall be 4,500,000 shares, minus
    the sum of the shares sold under the Plan from the time of
    inception until immediately prior to the Effective Date, and
    subject to adjustment upon changes in capitalization of the
    Company as provided in Section 13(b), below. The shares to
    be sold to Participants under the Plan may be,






    

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    at the election of the Company, either treasury shares or shares
    authorized but unissued and may be derived from shares of Common
    Stock purchased by the Company. If, on any Termination Date, the
    total number of shares of Common Stock that would otherwise be
    subject to options granted pursuant to Section 8, above,
    exceeds the number of shares then available under the Plan
    (after deduction of all shares for which options have been
    exercised or are then outstanding), the Company shall make a pro
    rata allocation of the shares of Common Stock remaining
    available for issuance in a uniform and equitable determined by
    the Committee. In such event, the Company shall give written
    notice of such reduction of the number of shares subject to the
    option to each Participant affected thereby and shall return any
    excess funds accumulated in each Participant’s account as
    soon as practicable after the Termination Date of such Offering.



 



    (b) If any option under the Plan is exercised after any
    Common Stock dividend,
    split-up,
    recapitalization, merger, consolidation, combination or exchange
    of Common Stock or the like, the number of shares of Common
    Stock to which such option shall be applicable and the Option
    Price for such Common Stock shall be appropriately adjusted by
    the Company.



 




    14.  Disposition Upon
    Death.



 



    If a Participant dies, shares of Common Stock
    and/or cash,
    if any, attributable to the Participant’s account under the
    Plan (when cash or shares of Common Stock are held for his
    account) shall be delivered to the executor or administrator of
    the estate of the Participant; or, if no such executor or
    administrator has been appointed (to the knowledge of the
    Company), the Company, in its discretion, may deliver such
    shares of Common Stock
    and/or cash
    to the spouse or to any one or more dependents or relatives of
    the Participant; or, if no spouse, dependent or relative is
    known to the Company, then to such other person as the Company
    may designate.



 




    15.  Transferability.



 



    Neither payroll deductions credited to a Participant’s
    account nor any rights relating to the exercise of an option or
    to receive shares of Common Stock under the Plan may be
    assigned, transferred, pledged or otherwise disposed of in any
    way (other than by will, the laws of descent and distribution,
    or as provided in Section 14, above) by the Participant.
    Any such attempt at assignment, transfer, pledge or other
    disposition shall be without effect, except that the Company may
    treat such act as an election to withdraw funds in accordance
    with Section 11(a), above.



 




    16.  Share Transfer
    Restrictions.



 



    (a) Shares of Common Stock shall not be issued under the
    Plan unless such issuance is either registered under the
    Securities Act and applicable state securities laws or is exempt
    from such registrations.



 



    (b) Shares of Common Stock issued under the Plan may not be
    sold, assigned, transferred, pledged, encumbered or otherwise
    disposed of (whether voluntarily or involuntarily), except
    pursuant to registration under the Securities Act and applicable
    state securities laws, or pursuant to exemptions from such
    registrations.



 



    (c) Notwithstanding any other provision of the Plan or any
    documents entered into pursuant to the Plan and except as
    permitted by the Committee in its sole discretion, any shares of
    Common Stock issued to a Participant who is an Insider may not
    be sold, assigned, transferred, pledged, encumbered or otherwise
    disposed of for a six-month period after the Option Price is
    determined on or after the Termination Date corresponding to the
    Offering with respect to which they were issued.



 




    17.  Amendment or
    Termination.



 



    (a) The Plan may be amended by the Committee from time to
    time to the extent that the Committee deems necessary or
    appropriate in light of, and consistent with, section 423
    of the Code; provided, however, that any amendment that either
    changes the composition, function or duties of the Committee or
    modifies the terms and conditions pursuant to which options are
    granted hereunder must be approved by the Board.





    

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    (b) The Board also may terminate the Plan or the granting
    of options pursuant to the Plan at any time; provided, however,
    that, except as provided under Section 13(b), the Board
    shall not have the right to modify, cancel or amend any
    outstanding option granted pursuant to the Plan before such
    termination unless each Participant consents in writing to such
    modification, amendment or cancellation.



 



    (c) Notwithstanding the foregoing, no amendment adopted by
    either the Committee or the Board shall be effective, without
    approval of the shareholders of the Company, if shareholder
    approval of the amendment is then required under
    section 423 of the Code.



 




    18.  Notices.



 



    All notices or other communications by a Participant to the
    Company in connection with the Plan shall be deemed to have been
    duly given when received by the Secretary of the Company or by
    any other person designated by the Company for the receipt of
    such notices or other communications, in the form and at the
    location specified by the Company.



 




    19.  Miscellaneous.



 




    (a) Rules of Construction.



 



    Whenever used in the Plan, except as otherwise expressly
    provided, (i) words in the masculine gender shall be deemed
    to refer to females as well as to males; (ii) words in the
    singular shall be deemed to refer also to the plural;
    (iii) the word “include” shall mean
    “including but not limited to”; (iv) references
    to a statute or regulation or statutory or regulatory provision
    shall refer to that provision (or to a successor provision of
    similar import) as currently in effect, as amended, or as
    reenacted, and to any regulations and other formal guidance of
    general applicability issued thereunder; (v) references to
    a law shall include any statute, regulation, rule, court case,
    or other requirement established by an exchange or a
    governmental authority or agency, and applicable law shall
    include any tax law that imposes requirements in order to avoid
    adverse tax consequences; and (vi) references to Sections
    shall be to sections of the Plan.



 




    (b) Headings and Captions.



 



    The headings to Sections, subsections, and paragraphs of the
    Plan are provided for reference and convenience only, shall not
    be considered part of the Plan, and shall not be employed in the
    construction of the Plan.



 




    (c) Governing Law.



 



    The Plan shall be interpreted and construed in accordance with
    the internal laws of the State of New York to the extent that
    such laws are not superseded by the federal laws of the United
    States of America.



 




    (d) Plan Not A Contract of
    Employment.



 



    The Plan does not constitute a contract of employment, and
    participation in the Plan does not give any Employee or
    Participant the right to be retained in the employ of the
    Company or a Designated Subsidiary, nor give any person a right
    or claim to any benefit under the Plan, unless such right or
    claim has specifically accrued under the terms of the Plan.





    

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