executiveseveranceplan20






                                                                                                            TECH DATA CORPORATION                          EXECUTIVE SEVERANCE PLAN                 (As amended and restated effective March 18, 2019)                                                   This  Tech  Data  Corporation  Executive  Severance  Plan  (the  “Plan”)  was   established by Tech Data Corporation, a corporation duly organized and existing under   the laws of the State of Florida (the “Company”).                                             RECITALS:                                                   WHEREAS,  effective  as  of  August  1,  2000,  the  Company  adopted  the  Plan  to   provide  severance  benefits  to  eligible  employees  solely  in  the  event  of  a  Company-  initiated separation for reasons other than gross misconduct;                  WHEREAS, effective as of January 1, 2007, the Company amended and restated   the Plan to comply with the requirements of Section 409A of the Internal Revenue Code   of 1986, as amended (the “Code”); and                  WHEREAS, the Company now desires to amend and restate the Plan to, among   other  things,  reflect  the  Company’s  change  from  a  tier-based  executive  classification   system to one based upon global career level (“GCL”).                  NOW, THEREFORE, in consideration of the premises and mutual covenants set   forth herein, the Company hereby amends and restates the Plan to contain the following   terms and provisions.                                              I.    PLAN PURPOSE.      The purpose of the Plan is to provide severance benefits to eligible employees solely in   the event of an Employer-initiated separation for reasons other than gross misconduct.      II.   PLAN INTERPRETATION.      The  Plan  is  intended  to  be a  “top  hat” welfare  benefit plan, that  is,  an unfunded plan   maintained by the Employer (as defined in Article III below) to provide welfare benefits to   a select group of management or highly compensated employees, within the meaning of   sections of 201(a), 301(a)(3), and 401(a)(1) of the Employee Retirement Income Security   Act of 1974, as amended (“ERISA”), and the Plan will be interpreted and administered   consistent with the top hat provisions of Title I of ERISA.         III.  ELIGIBILITY AND PARTICIPATION IN THE PLAN.      An  employee  will  be  eligible  to  participate  in  the  Plan  if  he  or  she  satisfies  all  of  the   following requirements:       10269  





 






                                                                                       1.    The  employee  works  for  either  (i)  the  Company,  or  (ii)  any  one  of  the              Company’s U.S. based subsidiaries or affiliates that have adopted this Plan              with the permission of the Plan Administrator.  The list of subsidiaries and              affiliates that have adopted this Plan is set forth in Attachment A to this Plan              that may  be  updated  from  time  to  time.  The  Company  and  each  of  the              participating subsidiaries and affiliates are referred to in this Plan as the              “Employer.”            2.    The employee holds a position with the Employer with a GCL of 19 or above.                3.    The employee  is  a member  of  a  “select  group  of  management  or highly              compensated  employees,”  within  the  meaning  of  Sections  201(a),              301(a)(3), and 401(a)(1) of ERISA, of the Employer as determined by the              Plan Administrator.          An eligible employee will commence participation in the Plan as of the date stated in the  written notification (the “Termination Notice”) that the Employer provides to the employee.   The Termination Notice will document the Employer's intent to initiate the termination of  the  employee  based  on  factors  other  than  the  employee’s gross misconduct.   Notwithstanding anything to the contrary herein, however, an employee’s eligibility for and  the amount of any benefits payable under the Plan shall be superseded by the terms of  any written agreement between the Employer and the employee that specifically refers to  this Plan. In addition, notwithstanding anything to the contrary set forth herein, if and to  the  extent  an  eligible  employee  participates  in  the  Tech  Data  Corporation  Change  in  Control Severance Policy and receives Severance Payments (as defined under the Tech  Data  Corporation  Change  in  Control  Severance  Policy)  thereunder,  such  eligible  employee will not be entitled to participate in the Plan.    IV.   PLAN SPECIFICS.    Employees who have been provided with the Termination Notice as specified in Article III  above (hereafter referred to as “Participants”), and who are terminated from employment  with  the  Employer  as  provided  in  the  Termination  Notice,  will  receive  benefits  in  accordance with the following:          1.    Severance Payments.                      (a)   Eligibility.  To be eligible to receive severance payments (“Severance              Payments”) under this Plan, a Participant must first sign the current forms              of Separation Agreement, Noncompete Agreement and General Release              (collectively,  the  “Separation  Agreement”) that will  be provided to  the              Participant prior  to the actual date  of  termination  of  employment  with              Employer as  set  forth  in  the  Participant’s  Termination  Notice (the              “Termination Date”),  and  the  effective  date  set  forth  in  such  Separation              Agreement (the “Effective Date”) has occurred, provided, that in the event              that the Effective Date has not occurred within sixty (60) days following the              Termination Date, no payments or benefits will be paid or provided to the                                         2  





 






                                                                                             Participant under this Plan.  The current form of the Separation Agreement              is attached hereto as Attachment B and may be changed at any time by the              Employer in its sole discretion.                            (b)   Period of Severance Payments.  An eligible Participant will receive              Severance  Payments  for  a  specified  number  of  months  following  the              Participant’s Effective Date, subject to the Participant’s compliance with the              Separation Agreement.  The number of months of Severance Payments for              any Participant will be based on (i) the Participant’s GCL with the Employer,              and (ii) the Participant’s aggregate number of Years of Service (as defined              below) with the Employer, as set forth in the following table:                                                  Years of Service                              Weeks or             2 to   >  5     Outplacement                                        < 1.99     Title*, Tier or Status  Months             4.99    Yrs        Services                                                                        Above GCL 26 (includes                                         Executive 12  CEO)                       Months       18     21      24         Month                                                                  Executive 12  GCL 25 – 26                Months       15     18      21         Month                                                                   Executive 6   GCL 22-24                  Months       6       9      12         Month                                                                  Professional 6  GCL 19-21                  Months       3       6      9          Month               *  Titles  are  representative  and  may  change  from  time  to  time.  The GCL will  be     determinative as to the severance period.                Severance Payments will be paid for the period (the “Benefits Period”) commencing on  the Effective Date and ending on the date which falls on the same day as the Termination  Date  in  the  calendar  month  that  is  the  specified  number  of  months  after  the  month  containing the Effective Date.  For example, a GCL 20 Participant with 5 Years of Service  will be entitled to 9 months of Severance Payments, and if this Participant’s Effective Date  is February 23 in a particular calendar year, Severance Payments will be made for the  period beginning on February 23 and ending on November 23 in the same calendar year.   For the avoidance of doubt, in the event the Particpant breaches any of the provisions of  the Separation Agreement, the Company shall cease making any payments or benefits  to such Participant hereunder, and such Participant shall cease to be eligible to receive  any further payments or benefits under the Plan.                For  purposes  of  determining a  Participant’s  Severance  Payments, the term “Years  of  Service” shall mean the following:                                         3  





 






                                                                             (1)   A Participant’s Years of Service will be the whole number of              years  of  the  Participant’s  continuous  employment  with  the              Employer,  measured  from  the  Participant’s  original  date  of              hire with the Employer, with a Year of Service being credited              on each succeeding anniversary of the Participant’s date of              hire.  Partial years are not credited.                (2)   In  the  event  a  Participant  terminates  employment  with  the              Employer, and then is reemployed by the Employer no later              than  6 months  after  the  date  the  Participant terminates              employment, the gap in employment will be ignored, and the              Participant  will  be  deemed  to  have  been  continuously              employed  with  the  Employer  from  the  Participant’s  original              date  of  Employment.   If  a  Participant  who  terminates              employment  with  the  Employer  is  reemployed more  than 6              months after the date on which the Participant’s employment               terminated, all  previously  credited  Years  of  Service  will  be              forfeited,  and  the  Participant  will  be  credited  with  Years  of              Service  beginning  on  the  date  of  reemployment,  in              accordance with Paragraph (1) above.    (c)   Amount of Severance Payments.  For each day during the Benefits  Period, an eligible Participant will be entitled to the Participant’s daily rate  of base pay.  This daily rate is determined by taking the Participant’s annual  rate of base pay as of the Termination Date, and dividing it by the number  of days (365 or 366) in the calendar year containing the Termination Date.    (d)   Payment of Severance Payments.  As of each bi-weekly pay date  during the Benefits Period, an eligible Participant will receive payment of  the Severance Payments that had accrued since the prior pay date, or in  the case of the first Severance Payment, since the Participant’s Termination  Date.  If there are unpaid Severance Payments at the end of the Benefit  Period, the Participant shall be paid the remaining Severance Payments on  the  first  pay  date  following  the  Benefits  Period;  provided,  however,  any  Participant  whose  Benefit  Period  is  24  months  shall  receive  all  unpaid  Severance Payments in the last month of the Benefit Period.  All payments  of  Severance  Payments  shall  be  subject  to  applicable  withholding  and  employment taxes.    (e)   Six  month  period.   Notwithstanding  anything  in  this  Plan  to  the  contrary,  no  Severance  Payments  shall  be  made  during  the  first  six  (6)  months following the Termination Date, unless such payments qualify for  the  Short-Term  Deferral  Exception  or the Separation  Pay  Exception  referred to in Article V, Paragraph 4.(c) and 4.(d) of this Plan.                                            4  





 






                                                                                          2.    Annual Incentive Plan.                       Participants  involuntarily  terminated  for  reasons  other  than gross        misconduct  will  receive a prorated portion  of  the  Participant’s  annual        incentive under the senior management bonus program. This portion will be        prorated through the Participant’s Termination Date and will be based on a        100% payout of the annual incentive. If applicable, any quarterly metric will        also be prorated through the Participant’s Termination Date, and will also        be based on 100% payout of such quarter incentive. The Participant’s entire        prorated incentive will be paid with the first Severance Payment.        Following  the  Termination  Date,  Participants  will  not  receive  any  further        opportunity to participate in any portion of the senior management bonus        program for the current or prospective fiscal year.     3.    Long-Term Incentive Plans.                       This Plan does not provide any separate terms for the administration and        determination  of  eligibility  or  payments  under  the Employer’s long-term        incentive plans.  The underlying agreements and the actual provisions of        those long-term incentive plans will govern any payment or vesting.          4.    No Other Employer Provided Compensation and Benefits.          Except as otherwise specifically provided in this Plan, a Participant’s receipt        of  Plan  benefits  will  not  thereby  entitle  the  Participant  to  any  other        compensation or benefits provided to employees or former employees of        the Employer, including but not limited to bonuses, health care coverage,        and other welfare benefits.  This Paragraph 4 will not affect any rights a        Participant  may  have  to  benefits  independent  of  this Plan,  for  example,        COBRA health care continuation coverage.     5.    Death of Participant.          In the event a Participant dies following the applicable Effective Date but        prior to the date on which all Severance Payments due to such Participant        have been made, and subject to Section 1(b) above, the remainder of such        Severance Payments, including any prorated annual incentive payments,        will be paid to the Participant’s beneficiary of record on the prior Company-       paid life insurance policies applicable to such Participant; provided, that, if        no such insurance policies exist, no such beneficiary is named or any such        beneficiary  is  also  deceased,  then  such  Severance  Payments  shall  be        allocated to the Participant’s beneficiaries under the Tech Data Corporation        401(k)  Plan or  any  successor  plan  covering  the  Participant  (the  “401(k)        Plan”) in the same manner as payments due under the 401(k) Plan upon        the Participant’s death are allocated.                                     5  





 






                                                                                               V.    ADMINISTRATION.          1.    General  Assets.   The  Plan  constitutes  an  unsecured  promise  by each        Employer  to  pay  Severance  Benefits  in  the  future.   The  obligations  of  each        Employer under this Plan shall be paid from the general assets of the Employer        and not from any  particular  fund.   Participants  shall have  the  status  of  general        unsecured creditors of the Employer.  It is intended that this Plan shall constitute        an “unfunded” plan for Federal tax purposes and an “unfunded” plan for a “select        group  of  management”  or  “highly  compensated employees” within  the meaning        ascribed to those terms under Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA.                2.    Plan Administrator. This  Plan  will  be  administered  by  the  CEO  and  the        Chief Human Resources Officer of the Company (or their designees) (hereafter        collectively “Plan Administrator”).  The Plan Administrator has complete and sole        discretion and authority to interpret the terms of the Plan and has sole discretion        and  authority  to  determine  questions  of  eligibility  and  amount  of  Severance        Payments and any other benefits contemplated herein, if any, due under the Plan.                3.    Effect of Amendment or Termination.  The Company reserves the right to        modify and/or discontinue this Plan. Any modification or termination of the Plan will        be communicated to all eligible employees affected by such action.                4.    Section 409A Ordering Rules.  The Plan Administrator shall operate and        administer the Plan, for purposes of applying the provisions of Section 409A of the        Code thereto, by adhering to the following rules:                            (a)   Separate  Payments.   Each  separately  identified  amount  to        which  a  Participant  is  entitled  under  the  Plan  shall  be  treated  as  a  “separate        payment.”                            (b)   Right  to  Series  of  Separate  Payments.   To  the  extent        permissible under Section 409A of the Code, any series of installment payments        under the Plan shall be treated as a “right to a series of separate payments.”                            (c)   Short-Term Deferral Exception.  Unless otherwise required to        comply  with  Section  409A  of  the  Code,  a  payment  shall  not  be  treated as  a        “deferral  of  compensation”  (as  such  term  is  described  in  §1.409A-1(b)  of  the        Treasury Regulations) if such payment is paid no later than two and one-half (21⁄2)        months after the end of the taxable year of the Participant in which the payment is        no longer subject to a “substantial risk of forfeiture” (as such term is described in        §1.409A-1(d) of the Treasury Regulations).                            (d)   Separation  Pay  Exception.   Unless  otherwise  required  to        comply  with  Section  409A  of  the  Code,  a  payment  shall  not  be  treated  as a        “deferral  of  compensation”  (as  such  term  is  described  in  §1.409A-1(b)  of  the        Treasury Regulations) if such payment satisfies the following requirements:                                         6  





 






                                                                                                     (1)   the payment is being paid or provided due to the “separation from        service” (as such term is described in §1.409A-1(h) of the Treasury Regulations)        of  the Participant, that  is  an “involuntary  termination”  of  the Participant by  the        Employer;                       (2)   the payment being paid or provided does not exceed two (2) times        the lesser of:                        (A)   the Participant’s annualized compensation from the Employer for the        calendar year in which the involuntary termination of the Participant’s employment        occurs; and                            (B)   the  maximum  dollar  amount  that  may  be  taken  into  consideration        under a qualified plan pursuant to Section 401(a)(17) of the Internal Revenue Code        of 1986, as amended for the calendar year in which the involuntary termination of        the Participant’s employment occurs; and                      (3)   the payment is required under the Plan to be paid no later than the        last  day  of  the  second  calendar  year  following  the  calendar  year  in  which  the        involuntary termination of the Participant’s employment occurs.     VI.   CLAIMS PROCEDURE.          A Participant or his or her duly authorized representative (“Claimant”) may file a        claim for a benefit under the Plan, and may appeal the denial of a claim.  All claims        and  appeals  should  be  filed  directly  with  the  Plan  Administrator.   The  Plan        Administrator will decide claims in a consistent manner with respect to similarly        situated Claimants.  All decisions will be made in accordance with the provisions        of  the  Plan  and  Department  of  Labor  Regulations  Section  2560.503-1  (the        “Regulation”).          The Plan Administrator will notify the Claimant of its decision with respect to a claim        in writing or electronically.  The notification will be written in a manner calculated        to be understood by the Claimant.  If the claim is wholly or partially denied, the        notification will contain (i) specific reasons for the denial, (ii) specific reference to        the  pertinent  provisions  of  the  Plan  upon  which  the  denial  is  based,  (iii)  a        description of any additional material or information necessary for the Claimant to        perfect  the  claim  and  an  explanation  of  why  that  material  or  information  is        necessary, and (iv) an explanation of the steps to be taken if the Claimant wishes        to submit a request for review of the claim, as set forth below.  The notification will        be given within 90 days after the claim is received by the Plan Administrator (or        within 180 days, if special circumstances make it impossible to decide the claim        within 90 days and the Plan Administrator notifies the Claimant in writing of the        extension prior to the end of the first 90-day period).  If a decision is not provided        within the 90 or 180-day period, the claim will be considered denied as of the last                                          7  





 






                                                                                       day of such period and the Claimant may request a review of the claim, as provided        below.                Within  60  days  after  the  date  the  Claimant  is  notified  of  a  denied  claim  (or,  if        applicable, within 60 days after the date on which the claim is treated as denied),        the Claimant may file a written request with the Plan Administrator for a review of        the denied claim.  The Claimant may also make a written request for access to and        copies of pertinent documents in the possession of the Plan Administrator, free of        charge.  The Claimant may submit with the written request for review comments,        documents, records and other information, and those materials will be considered        by  the  Plan  Administrator,  regardless  of  whether  they  were  submitted  with  or        considered in the initial benefit determination.  The Plan Administrator will notify        the  Claimant  of  its  decision  in  writing  or  electronically.   The  notification  will  be        written in a manner calculated to be understood by the Claimant.  If the claim is        wholly or partially denied, the notification will contain (i) specific reasons for the        denial, and (ii) specific reference to the pertinent provisions of the Plan upon which        the denial is based.  The notification will be given within 60 days after the request        for  review  is  received  by  the  Plan  Administrator  (or  within  120  days,  if  special        circumstances require an extension of time for processing the request, such as an        election by the Plan Administrator to hold a hearing, and if written notice of such        extension  and  circumstances  is  given  to  the  Claimant  within  the  initial  60-day        period).  If a decision is not provided within the 60 or 120-day period, the claim will        be considered denied.  Upon a final adverse determination on review, the Claimant        will be permitted to bring a civil action under ERISA Section 502(a).    VII.  SUCCESSOR EXCLUSION.          This Plan will not provide any benefits in the event of a transaction involving a        corporate sale or a legal or organizational restructuring of the Company or any        other  legal  entity  comprising  the Employer,  or  for  intercompany  transfers of  an        employee among  the  Company,  any  of  its  subsidiaries,  or  any  of  the entities        comprising the Employer.          VIII. PLAN YEAR.          The Plan operates on a calendar year basis.    IX.   MISCELLANEOUS.          1.    State Law.  This Plan shall be construed in accordance with the laws of        Florida.                2.    Liability Limited.  In administering the Plan, neither the Plan Administrator        nor any officer, director or employee thereof, shall be liable for any act or omission        performed or omitted, as the case may be, by such person with respect to the Plan;        provided,  that  the  foregoing  shall  not  relieve  any  person  of  liability  for  gross        negligence, fraud or bad faith. The Plan Administrator, its officers, directors and                                         8  





 






                                                                                     employees  shall  be  entitled  to  rely  conclusively  on  all  tables,  valuations,       certificates,  opinions  and  reports  that shall  be  furnished  by  any  actuary,       accountant, trustee, insurance company, consultant, counsel or other expert who       shall be employed or engaged by the Plan Administrator in good faith.              3.    Compliance with Section 409A.  This Plan shall be construed in an manner       consistent with the applicable requirements of Section 409A of the Code, and the       Plan Administrator, in its sole discretion and without the consent of any Participant,       may  amend  the  provisions  of  this  Plan  if  and  to  the  extent  that  the  Plan       Administrator  determines  that  such  amendment  is  necessary  or  appropriate  to       comply with the applicable requirements of Section 409A of the Code.                                   * * * * * * * *                 IN WITNESS WHEREOF, the Company has caused this Plan to be executed by its duly  authorized officer this 18th day of March, 2019.                                                       TECH DATA CORPORATION                                                                      By: /s/ Beth Simonetti                                         Name: Beth Simonetti                                        Title: Chief Human Resources Officer                                                                                  9  





 






                                                                                                   ATTACHMENT A TO THE                        TECH DATA CORPORATION                      EXECUTIVE SEVERANCE PLAN                                          The following legal entities have adopted this Plan as an Employer as that term is  used in the Plan for purposes of determining eligibility of employees to participate  in the Plan:      Tech Data Corporation    AVT Technology Solutions LLC    ExitCertified Corp.    Tech Data Government Solutions LLC    Tech Data Puero Rico, Inc.    Tech Data Product Management, Inc.    Tech Data Tennessee, Inc.    Tech Data Resources, LLC                                                        10  





 






                                                                       ATTACHMENT B  SEPARATION AGREEMENT (ATTACHED)                    11  





 






                                                                                                                                                                                                      (“SEVERANCE AGREEMENT”)    Tech Data Corporation, a Florida Corporation located at 5350 Tech Data Drive, Clearwater,  FL 33760, its affiliates, subsidiaries, divisions, successors and assigns and the employees,  officers,  directors  and  agents  thereof  (collectively  referred  to  throughout  this  Severance  Agreement as "Employer"), and [Name] (the “Employee”) agree that it is in the mutual best  interest of both parties to reach mutual agreement related to the Employee’s termination of  employment.                1.    Last Day of Employment.  Employee’s last day of employment with  Employer is [Date].                            2.    Consideration.  In consideration for signing this Severance Agreement  and compliance with the promises made herein, Employer agrees to: 1) extend to Employee  participation  in  the  Executive  Severance  Plan  (the  “Plan”)  and  any  benefits  provided  thereunder;  and  2)  provide  outplacement  services  as  described  in  the  Separation  from  Employment letter dated [Date].                            3.    No Consideration Absent Execution of this Severance Agreement.   Employee understands and agrees that Employee would not participate in the Plan and would  not  receive  any  benefits  thereunder  except  for  Employee’s  execution  of  this  Severance  Agreement and the fulfillment of the promises contained herein.  The Employer reserves the  right to discontinue payments under the Plan if Employee violates any of the terms of this  Severance  Agreement.   Employee  acknowledges  that  any  payments  received  under  this  Severance Agreement prior to discontinuance for violation are sufficient consideration for this  Severance Agreement and this Severance Agreement will remain in full force and effect.                4.    Confidential Information and Competition.                      a.    Confidential  Information.   Employee  acknowledges  that  Employer’s Confidential Information is the exclusive property of Employer, is material and  confidential,  and  greatly  affects  the  effective  and  successful  conduct  of  the  business  of  Employer.  Employee agrees to use Employer’s Confidential Information only for the benefit  of  Employer  and  shall  not  at  any  time,  directly  or  indirectly,  either  during  Employee’s  employment  with  Employer  or  afterward,  divulge,  reveal  or  communicate  Employer’s  Confidential  Information  to  any  person,  firm,  corporation  or  entity  whatsoever,  or  use  Employer’s Confidential Information for Employee’s own benefit or for the benefit of others.                                        b.    Definition.   As  used  in  this  Severance  Agreement,  the  term  “Confidential  Information”  means  any  and  all  information,  including,  but  not  limited  to,  information or ideas conceived or developed by Employee, applicable to or in any way related   Tech Data Corporation – Revised March 2019  12                                           





 






                                                                                                                                         to  (i) the  present or  future  business  of Employer,  (ii) research  and development  related  to  Employer’s  business,  (iii)  the  business  of  any  customer  or  vendor  of  Employer,  (iv)  trade  secrets,  (v)  processes,  formulas,  data,  program  documentation,  algorithms,  source  codes,  object codes, know-how, improvements, inventions, and techniques, (vi) all plans or strategies  for  marketing,  development  and  pricing,  and  (vii)  all  information  concerning  existing  or  potential customers or vendors, and all similar information disclosed to Employer by other  persons  and  any  information  in  documents  or  computers  that  Employer  designates  as  confidential by notation therein or thereon.  The definition of “Confidential Information” for  purposes of this Severance Agreement does not include information that is generally available  to and known by the public, provided that such disclosure to the public is through no fault of  the Employee or person(s) acting on the Employee's behalf.                                        c.    Non-Compete.  As a condition to Employer’s obligations under  this Severance Agreement, Employee agrees that for a period of [   ]________ (___)  months  following the effective date of separation of employment from Employer, within the United  States of America (and each incorporated and unincorporated area thereof), Employee will not  own,  manage,  operate,  control,  be  employed  by,  act  as  an  agent  for,  participate  in  or  be  connected  in  any  manner  with  the  ownership,  management,  operation  or  control  of  any  business which is engaged in business that is competitive to Employer’s  business, including  but not limited to the companies listed on Exhibit A.  Nothing contained in this paragraph shall  be interpreted to prohibit Employee from owning stock in publicly traded corporations that  may compete with Employer provided such stock ownership does not represent a majority or  controlling interest in such corporations.                      d.    Non-Solicitation.  Employee also agrees that  for a period of one  (1) year following the effective date of separation, Employee will not:  (i) directly or indirectly,  hire or participate in the hiring of any employee of Employer or its subsidiaries; (ii) solicit or  induce, or attempt to solicit or induce, any employee of Employer or its subsidiaries to leave  Employer for any reason; and (iii) solicit or induce, or attempt to solicit or induce any customer  of or vendor to Employer or its subsidiaries to stop doing business with or move some or all  of  such  customer  or  vendor  business  to  a  person  or  entity  other  than  Employer  and  its  subsidiaries.  Employee acknowledges that irreparable harm will be suffered by Employer in  the event of the breach or potential breach by Employee of any of Employee’s obligations  under this Severance Agreement.                      e.    Injunction  and  Attorney’s  Fees.   Employee  agrees  that  temporary  and  permanent  injunctions  are  appropriate  remedies  for  a  breach  or  threatened  breach of this paragraph 3. These remedies shall be in addition to and not in limitation of any  other rights or remedies to which Employer is or may be entitled at law or in equity.      Tech Data Corporation – Revised March 2019  13                                           





 






                                                                                                                                                           f.    Modification of Restrictions.  Employee has carefully read and  considered  subparagraphs  3.a.,  b.,  c.  and  d.  and  agrees  that  they  are  fair,  reasonable  and  reasonably required to protect Employer’s legitimate business interests.                5.    Revocation.   Employee  has  the  right  to  revoke  this  Severance  Agreement for a period of seven (7) days following the day Employee executes this Severance  Agreement.   Any  revocation  within  this  period  must  be  submitted, in  writing, to [HR  Representative] and state, “I hereby revoke my acceptance of our Severance Agreement”. The  revocation must be personally delivered or mailed to [HR Representative] and postmarked  within seven (7) days after Employee signs this Severance Agreement (“Revocation Period”).   If the last day of the Revocation Period is a Saturday, Sunday, or legal holiday in [State], then  the Revocation  Period shall  not  expire until the next  following  day  that is  not  a Saturday,  Sunday, or legal holiday.                6.    General  Release  of  Claim.  Employee  knowingly  and  voluntarily  releases  and  forever  discharges  Employer,  its  parent  corporation,  affiliates,  subsidiaries,  divisions,  predecessors,  insurers,  successors  and  assigns,  and  their  current  and  former  employees,  attorneys,  officers,  directors  and  agents  thereof,  both  individually  and  in  their  administrators  and  fiduciaries  (collectively  referred  to  throughout  the  remainder  of  this  Agreement  as  “Releases”)  of  and  from  any  and  all  claims,  known  and  unknown, that  Employee, Employee’s heirs, executors, administrators, successors, and assigns (referred to  collectively throughout this Severance Agreement as "Employee") have or may have as of the  date  of  execution  of  this  Severance  Agreement, including,  but  not  limited  to,  any  alleged  violation of:          .  Title VII of the Civil Rights Act of 1964;        .  The Civil Rights Act of 1991;        .  Sections 1981 through 1988 of Title 42 of the United States Code;        .  The Employee Retirement Income Security Act of 1974 ("ERISA"), as amended           (except for any vested benefits under any tax qualified benefit plan);        .  The Immigration Reform and Control Act;        .  The Americans with Disabilities Act of 1990;        .  The Workers Adjustment and Retraining Notification Act;        .  The Family and Medical Leave Act of 1993 (FMLA), as amended;        .  The Fair Credit Reporting Act;        .  The Fair Labor Standards Act of 1938 (FLSA), as amended;        .  The Occupational Safety and Health Act of 1970 (OSHA), as amended;    Tech Data Corporation – Revised March 2019  14                                           





 






                                                                                                                                               .  The Equal Pay Act of 1963;        .  The Lilly Ledbetter Fair Pay Act;        .  The National Labor Relations Act (NLRA), as amended;        .  The Uniformed Services Employment and Reemployment Rights Act (USERRA);        .  The Employee Polygraph Protection Act;        .  The Genetic Information and Nondiscrimination Act (GINA);        .  The Age Discrimination in Employment Act of 1967 and the Older Worker           Benefit Protection Act;        .  The Pregnancy Discrimination Act of 1978;        .  any other applicable federal, state or local law, rule, regulation, or ordinance;         .  any public policy, contract, tort, or common law; or        .  any basis for recovering costs, fees, or other expenses including attorneys' fees           incurred in these matters.  As  part  of  the  settlement,  Employee  specifically  waives  any  present  and  future  claim  to  reinstatement or employment with Employer at any time in the future.  In addition, Employee  specifically waives any rights of action and administrative and judicial relief which Employee  might otherwise have available in the state and federal courts, including all common law claims  and claims under federal and state constitutions, statutes and regulations and federal executive  orders and county and municipal ordinances and regulations.  Employee promises never to file  a  lawsuit  asserting  any  claims  that  are  released  by  this  Agreement.  Notwithstanding  the  foregoing  provisions,  nothing  in  this  Agreement  prohibits  Employee  from  bringing  an  administrative  charge  or  reporting possible  violations  of  federal  law  or  regulation  to  any  governmental agency or entity, including but not limited to the Equal Employment Opportunity  Commission, the National Labor Relations Board, the Department of Justice, the Department  of Labor, the Securities and Exchange Commission, the Congress, and any agency Inspector  General, or making other disclosures that are protected under the whistleblower provisions of  federal law or regulation.  Employee does not need the prior authorization of the Employer or  its legal counsel to make any such reports or disclosures and Employee is not required to notify  the Employer that Employee has made such reports or disclosures. Employee does not release  any claims that by law cannot be released.                7.    Acknowledgements  and  Affirmations.   Employee  affirms  that  Employee  has  not  filed,  caused  to  be  filed,  or  presently  is  a  party  to  any  claim  against  Employer.     Employee also affirms that Employee has reported all hours worked as of the date Employee  signs this release and has been paid and/or has received all compensation, wages, bonuses,   Tech Data Corporation – Revised March 2019  15                                           





 






                                                                                                                                         commissions, and/or benefits normally paid as of this date and all other compensation due will  be  paid  per  the  applicable  compensation  plan.  Employee  affirms  that  Employee  has  been  granted any leave to which Employee was entitled under the Family and Medical Leave Act  or related state or local leave or disability accommodation laws and has not been subjected to  retaliation for taking such leave.    Employee further affirms that Employee has not suffered any work injuries or occupational  diseases for which a claim has not already been filed.    Employee  also  affirms  that  Employee  has  not  divulged  any  proprietary  or  confidential  information of Employer.    Employee  further  affirms  that  Employee  has  not  been  retaliated  against  for  reporting  any  allegations of wrongdoing by Employer or its officers, including any allegations of corporate  fraud.      Employee further acknowledges and agrees that any corporate card of a financial institution  issued to Employee (“Corporate Card”) will be canceled upon Employee’s termination and  any outstanding balances will be deducted from Employee's final paycheck and/or separation  paycheck(s) and paid directly to the issuing financial institution to the extent permitted under  applicable law.  Employee hereby authorizes the Company to make such deductions from his/  her final paycheck or separation paycheck(s) and to make payments to the issuing financial  institution as described above, in accordance with applicable federal and state law.                8.    Governing Law and Interpretation.  This Severance Agreement shall  be governed and conformed in accordance with the laws of the State of Florida without regard  to its conflict of laws provision.  In the event of a breach of any provision of this Severance  Agreement, either party may institute an action specifically to enforce any term or terms of  this Severance Agreement and/or to seek any damages for breach.  Should any provision of  this  Severance  Agreement  be  declared  illegal  or  unenforceable  by  any  court  of  competent  jurisdiction  and  cannot  be  modified  to  be  enforceable,  such  provision  shall  immediately  become null and void, leaving the remainder of this Severance Agreement in full force and  effect.                9.    No  Admission  of  Wrongdoing.   The  Parties  agree  that  neither  this  Severance Agreement nor the furnishing of the consideration for this Severance Agreement  shall  be  deemed  or  construed  at  any  time  for  any  purpose  as  an  admission  by  releases  of  wrongdoing or evidence of any liability or unlawful conduct of any kind.                10.   Amendment.  This Severance Agreement may not be modified, altered  or changed except upon express written consent of both parties wherein specific reference is  made to this Severance Agreement.   Tech Data Corporation – Revised March 2019  16                                           





 






                                                                                                                                                       11.   Entire  Agreement.   This  Severance  Agreement  sets  forth  the  entire  agreement  between  the  parties  hereto,  and  fully  supersedes  any  prior  agreements  or  understandings  between the  parties  except  for  the  Applicant’s  Agreement  and  Employee’s  confidentiality obligation therein, signed at hiring, which is incorporated herein by reference.   Employee acknowledges that Employee has not relied on any representations, promises, or  agreements of any kind made to Employee in connection with Employee’s decision to accept  this Severance Agreement, except for those set forth in this Severance Agreement.                            12.   Section  409A.   This  Agreement  is  intended  to  comply  with  Section  409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) or an exemption  thereunder  and  shall  be  construed  and  administered  in  accordance  with  Section  409A.   Notwithstanding  any  other  provision  of  this  Agreement,  payments  provided  under  this  Agreement may only be made upon an event and in a manner that complies with Section 409A  or an applicable exemption, including any payments deemed to be subject to 409A and paid to  a “specified employee” as that term is defined under Section 409A.  Any payments under this  Agreement  that  may  be  excluded  from  Section  409A  either  as  separation  pay  due  to  an  involuntary separation from service or as a short-term deferral shall be excluded from Section  409A  to  the  maximum  extent  possible.   For  purposes  of  Section  409A,  each  installment  payment provided under this Agreement shall be treated as a separate payment.  Any payments  to be made under this Agreement upon a termination of employment shall only be made if such  termination  of  employment  constitutes  a  "separation  from  service"  under  Section  409A.   Notwithstanding the foregoing, the Employer makes no representations that the payments and  benefits provided under this Agreement comply with Section 409A and in no event shall the  Employer be liable for all or any portion of any taxes, penalties, interest or other expenses that  may be incurred by the Executive on account of non-compliance with Section 409A.    EMPLOYEE  HAS  BEEN  ADVISED  THAT  EMPLOYEE  HAS         FORTY-FIVE  (45)  DAYS  TO  CONSIDER  THIS  SEVERANCE  AGREEMENT  AND  IS  ADVISED  TO  CONSULT WITH AN ATTORNEY PRIOR TO EXECUTION OF THIS SEVERANCE  AGREEMENT.   IF  EMPLOYEE  SIGNS  AND  RETURNS  THIS  AGREEMENT  BEFORE  THE  END  OF  THIS  PERIOD,  IT  IS  BECAUSE  EMPLOYEE  FREELY  CHOSE  TO  DO  SO      AFTER  CONSIDERING  ITS  TERMS.  EMPLOYEE  ACKNOWLEDGES THAT THIS AGREEMENT IS WRITTEN IN A MANNER THAT  HE/SHE  UNDERSTANDS.   EMPLOYEE  ALSO  ACKNOWLEDGES  THAT  IN  EXCHANGE  FOR  SIGNING  THIS  AGREEMENT  HE/SHE  WILL  RECEIVE  ADDITIONAL  VALUABLE  CONSIDERATION  IN  ADDITION           TO  THAT  TO  WHICH  HE/SHE  WOULD  OTHERWISE  BE  ENTITLED  AS  AN  EMPLOYEE  OF  THE EMPLOYER.                  EMPLOYEE  AGREES  THAT  ANY  MODIFICATIONS,  MATERIAL  OR  OTHERWISE,  MADE  TO  THIS SEVERANCE  AGREEMENT  DO  NOT  RESTART   Tech Data Corporation – Revised March 2019  17                                           





 






                                                                                                                                         OR  AFFECT  IN  ANY  MANNER  THE       ORIGINAL    FORTY-FIVE  (45)   DAY  CONSIDERATION PERIOD.                HAVING  ELECTED  TO  EXECUTE  THIS  SEVERANCE  AGREEMENT,  TO  FULFILL THE PROMISES SET FORTH HEREIN, AND TO RECEIVE THEREBY  THE SUMS AND BENEFITS SET FORTH IN PARAGRAPH 2 ABOVE, EMPLOYEE  FREELY  AND  KNOWINGLY,  AND  AFTER  DUE  CONSIDERATION,  ENTERS  INTO THIS SEVERANCE AGREEMENT INTENDING TO WAIVE, SETTLE AND  RELEASE  ALL  CLAIMS  EMPLOYEE  HAS  OR  MIGHT  HAVE  AGAINST  EMPLOYER (EXCLUDING CLAIMS THAT MAY NOT BE WAIVED BY LAW).                THIS AGREEMENT IS EXECUTED VOLUNTARILY AND WITHOUT DURESS OR  UNDUE INFLUENCE ON THE PART OF OR ON BEHALF OF EMPLOYEE, OR OF  ANY OTHER PERSON, FIRM, OR OTHER ENTITY.    The parties knowingly and voluntarily sign this Severance Agreement as of the date set forth  below:        By:   ________________________________        Name    ________________________________  Date      Tech Data Corporation      By:   ___________________________            ________________________________  Date          Tech Data Corporation – Revised March 2019  18