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EXHIBIT 10.1


AVNET, INC.



2003 STOCK COMPENSATION PLAN



Amended and Restated on November 7, 2003



Effective as of September 19, 2003



ARTICLE I

PURPOSE OF THE PLAN



     The Avnet, Inc. 2003 Stock Compensation Plan is intended to advance the
interests of the Company by assisting Avnet and its Subsidiaries in attracting
high caliber persons to serve as Eligible Employees and Non-Employee Directors,
and in inducing such persons to remain as Eligible Employees and Non-Employee
Directors, by virtue of the additional incentive to promote the Company’s
success that results from the ownership of shares of Avnet’s Common Stock.


ARTICLE II

DEFINITIONS



     The following words and phrases used herein shall, unless the context
otherwise indicates, have the following meanings:


     1.     “Avnet” shall mean Avnet, Inc.


     2.     “Agreement” shall mean the agreement evidencing any Award granted
hereunder, including any addendum to an Option Agreement relating to Stock
Appreciation Rights, which agreement shall be in such form as prescribed or
approved by the Committee (in the case of an Award Agreement with an Eligible
Employee) or by the Board of Directors (in the case of an Award Agreement with
a Non-Employee Director).


     3.     “Award” shall mean, individually or collectively, a grant under this
Plan of an Option, Stock Appreciation Right, Restricted Stock, Restricted Stock
Unit or Other Stock Unit Award.


     4.     “Board of Directors” and “Director” shall mean, respectively, the Board
of Directors of Avnet and any member thereof.


     5.     “Change in Control” means the happening of any of the following:



	 	(i)	 	the acquisition, by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a
“Person”)), of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 50% or more of either
(A) the then outstanding shares of Stock of the Company or (B) the
combined voting power of the then outstanding voting securities of
the Company entitled to vote generally in the election of directors;
provided,



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	 	 	 	however, that the following such acquisitions shall not constitute
a Change of Control under this subsection (i): (w) any such
acquisition that is authorized by the Board of Directors as
constituted prior to the effective date of the acquisition; (x) any
acquisition directly from the Company (excluding an acquisition by
virtue of the exercise of a conversion privilege), (y) any
acquisition by the Company, or (z) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the
Company or any entity controlled by the Company; or
	 
	 	(ii)	 	individuals who, as of the date of the 2003 annual meeting of
the Company’s stockholders (the “Determination Date”), constitute
the Board of Directors (the “Incumbent Board”) cease for any reason
to constitute at least a majority of the Board of Directors;
provided, however, that any individual becoming a director
subsequent to the Determination Date whose election, or nomination
for election by the Company’s stockholders, was approved by a vote
of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual were a
member of the Incumbent Board, but excluding, for this purpose, any
such individual whose initial assumption of office occurs as a
result of either an actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or
	 
	 	(iii)	 	approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company or the sale or other
disposition of all or substantially all of the assets of the
Company.



     6.     “Code” shall mean the Internal Revenue Code of 1986, as amended.


     7.     “Committee” shall mean the Compensation Committee of the Board of
Directors, which Committee shall consist of three or more Non-Employee
Directors appointed by the Board of Directors; provided, however, that any
member of the Compensation Committee who is not both a “non-employee director”
within the meaning of Rule 16b-3, and an “outside director” within the meaning
of Section 162(m) shall not serve as a Committee member hereunder unless there
would otherwise be less than two (2) members of the Committee.


     8.     “Company” shall mean Avnet and all its Subsidiaries.


     9.     “Covered Participant” means a Participant who is a “covered employee”
under Code Section 162(m).


     10.     “Eligible Employee” shall mean any regular full-time employee of
Avnet or of any of its Subsidiaries (including any Director who is also such
regular full-time employee), and may include, in appropriate circumstances
relating to the granting of Awards hereunder, any person who is under
consideration for employment by the Company and any person employed by a
business which is then to be acquired by Avnet. The term “Eligible Employees”
shall also include any person employed or retained by Avnet or any of its
Subsidiaries to render services as a consultant or advisor other than services
in connection with the offer or sale of securities in capital-raising
transaction or services that directly or indirectly promote or maintain a
market for Avnet’s securities.


     11.     “Exchange Act” shall mean the Securities Exchange Act of 1934.


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     12.     “Executive Officer” shall mean any employee designated by the Company
as an executive officer under Rule 16b-3 of the Exchange Act.


     13.     “Fair Market Value” when used with respect to a particular date,
shall mean the average of the high and low sale prices (as reported for New
York Stock Exchange Composite Transactions) at which shares of the Stock shall
have been sold on such date or, if such date is a date for which no trading is
so reported, on the next preceding date for which trading is so reported.


     14.     “Incentive Stock Option” or “ISO” shall mean an Option intended to
qualify under Section 422 of the Code.


     15.     “Non-Employee Director” shall mean a Director who is not an Eligible
Employee.


     16.     “Option” shall mean any option granted or held pursuant to the
provisions of this Plan.


     17.     “Optionee” shall mean any person who at the time in question holds any
Option which then remains unexercised in whole or in part, has not been
surrendered for complete termination and has not expired or terminated, and
shall include any Successor Optionee.


     18.     “Other Stock Unit Award” means awards granted pursuant to Article
VIII, of Stock or other securities that are payable in, valued in whole or in
part by reference to, or are otherwise based on Stock or other securities of
the Company.


     19.     “Participant” shall mean an Eligible Employee or Non-Employee Director
who has been granted an Award hereunder.


     20.     “Period of Restriction” means the period during which the transfer of
shares of Restricted Stock or shares of Stock issued upon vesting of Restricted
Stock Units is restricted, pursuant to Article VII hereof.


     21.     “Person” shall mean “person” as defined in Section 3(a)(9) of the
Exchange Act and as used in Sections 13(d) and 14(d) thereof, including a
“group” as defined in Section 13(d) of the Exchange Act but excluding the
Company and any Subsidiary and any employee benefit plan sponsored or
maintained by the Company or any subsidiary (including any trustee of such plan
acting as trustee).


     22.     “Plan” shall mean the Avnet, Inc. 2003 Stock Compensation Plan, as set
forth herein and as amended from time to time.


     23.     “Restricted Stock” shall mean an Award of Stock granted pursuant to
Article VII.


     24.     “Restricted Stock Unit” shall mean a notional share of Stock granted
pursuant to Article VII of the Plan.


     25.     “Rule 16b-3” shall mean Rule 16b-3 promulgated under the Exchange Act.


     26.     “Section 16” shall mean Section 16 of the Exchange Act.


     27.     “Section 162(m) shall mean Section 162(m) of the Internal Revenue Code
of 1986, as amended.


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     28.     “Securities Act” shall mean the Securities Act of 1933, as amended.


     29.     “Stock” shall, subject to the anti-dilution provisions set forth in
Article X hereof, mean the Common Stock of Avnet, as presently constituted.


     30.     “Stock Appreciation Right” or “SAR” shall mean any right granted under
this Plan which entitles a Participant to receive (a) shares of Stock having a
Fair Market Value at the date of exercise of such SAR, or (b) cash in the
amount of such Fair Market Value, or (c) a combination of shares of Stock and
cash equal in the aggregate to such Fair Market Value, equivalent to all or
part of the difference between the aggregate exercise price of the portion of
the related Option which is being surrendered for termination and the Fair
Market Value at such date of the shares of Stock for which such SAR is being
exercised. An SAR may be granted by the Committee either free-standing or with
respect to any Option simultaneously or previously granted under this Plan to
an Eligible Employee, and an SAR may be granted by the Board of Directors
either free-standing or with respect to any Option simultaneously or previously
granted under this Plan to a Non-Employee Director; and, when granted, may be
granted by the Committee or the Board of Directors upon such terms and subject
to such conditions as the Committee or the Board of Directors may in its
discretion prescribe or approve; provided that an SAR shall only be exercisable
by the grantee and/or Optionee to whom such SAR was initially granted.


     31.     “Subsidiary” shall mean any corporation 51% of the total combined
voting power of all classes of capital stock of which shall at the time in
question be owned by Avnet and/or any of its subsidiaries.


     32.     “Successor Optionee” shall mean any person who, under the provisions
of Article V hereof, shall have acquired from an Optionee the right to exercise
any Option.


ARTICLE III

SHARES RESERVED FOR THE PLAN



     1.     Subject to the anti-dilution provisions set forth in Article X hereof,
the maximum number of shares of Stock which may be delivered by Avnet pursuant
to the exercise of Awards shall be 6,000,000, all of which can be Options
and/or SARs, but no more than 2,000,000 of which can be Awards of Restricted
Stock, Restricted Stock Units or Other Stock Awards. In addition, no Covered
Participant may be granted Awards for more than 1,000,000 shares of Stock in
any calendar year, and no Participant may be granted Options for more than
500,000 shares of Stock in any calendar year. At no time shall there be
outstanding Awards for the purchase of more than 6,000,000 shares of Stock
(subject to said anti-dilution provisions) less the aggregate of the number of
shares of Stock previously delivered pursuant to the exercise of Options, the
number of shares of Stock previously covered by Options terminated upon
surrender in connection with the exercise of Stock Appreciation Rights, and the
number of shares of Stock previously delivered pursuant to the vesting of
Restricted Stock, Restricted Stock Units and other Stock Awards.


     2.     The shares of Stock subject to Awards may consist of authorized but
unissued shares of Stock and/or shares of Stock held in the treasury of Avnet.


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     3.     If any Award shall be surrendered and terminated or for any other
reason shall terminate or expire, whether in whole or in part (except for
terminations of Options in connection with exercises of Stock Appreciation
Rights), the number of shares of Stock covered by such Award immediately prior
to such termination or expiration shall thereupon be added to the number of
shares of Stock otherwise available for further grants of Awards hereunder.
However, notwithstanding the above, to the extent required by Sections 162(m)
or 422, Participants may not be granted Options, SARs, or other Awards which
exceed the maximum number of shares of Stock for which such Options, SARs, or
Awards may be granted to such Participants hereunder, and cancelled Awards
shall continue to be counted against such maximum limits.


     4.     If a Participant pays for any Option or other Award with previously
owned Stock, the number of shares of Stock available for Awards shall be
increased by the number of shares surrendered by the Participant.


     5.     Notwithstanding any other provision of the Plan to the contrary, in no
event shall the number of Options with a price per share of less than 100% of
the Fair Market Value of the Stock at the date of grant exceed five percent
(5%) of the Stock authorized pursuant to Article III(1) (as adjusted pursuant
to Article X), provided that this limitation shall not apply in the case of
Options assumed or granted in substitution for other options in a merger,
acquisition, or similar corporate transaction context.


ARTICLE IV

ADMINISTRATION OF THE PLAN



     1.     This Plan shall be administered by the Committee with respect to Awards
granted to Eligible Employees, and shall be administered by the Board of
Directors with respect to Awards granted to Non-Employee Directors. The
Committee and the Board of Directors each shall have full and exclusive power
to construe and interpret the Plan, and to establish and amend rules and
regulations for the administration of the Plan, in connection with Awards
granted to the persons within their respective spheres of administrative
responsibility as provided in the preceding sentence. Subject to Section 6 of
this Article IV, the Committee and/or Board of Directors may delegate their
authority hereunder to one or more Company officers to the extent permitted by
and not inconsistent with any requirements of applicable law.


     2.     In addition to paragraph 1 of this Article IV (and without limiting the
generality thereof), the Committee shall have plenary authority (subject to the
provisions hereof) in its discretion to determine the time or times at which
Awards shall be granted to Eligible Employees, the Eligible Employees to whom
Awards shall be granted, the number of shares of Stock to be covered by each
such Award, and (to the extent not inconsistent with the provisions of this
Plan) the terms and conditions upon which each such Award may be exercised.
The granting of Awards by the Committee shall be entirely discretionary; the
terms and conditions (not inconsistent with this Plan) prescribed or approved
for any Agreement with an Eligible Employee shall similarly be within the
discretion of the Committee; and nothing in this Plan shall be deemed to give
any Eligible Employee any right to receive Awards. Without limiting the
generality of the foregoing, the Committee, in its discretion, may grant
Options to any Eligible Employee upon such terms and conditions as may be
necessary for such Options to qualify as incentive stock options within the
meaning of section 422 of the Internal Revenue Code of 1986, as amended.


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     2a. In addition to paragraph 1 of this Article IV (and without limiting
the generality thereof), the Board of Directors shall have plenary authority
(subject to the provisions hereof) in its discretion to determine the time or
times at which Awards shall be granted to Non-Employee Directors, the
Non-Employee Directors to whom Awards shall be granted, the number of shares of
Stock to be covered by each such Award, and (to the extent not inconsistent
with the provisions of this Plan) the terms and conditions upon which each such
Award may be exercised; provided that the members of the Committee shall
abstain from participating in any action taken by the Board of Directors with
respect to Awards granted or to be granted to any such members. The granting of
Awards by the Board of Directors shall be entirely discretionary; the terms and
conditions (not inconsistent with this Plan) prescribed or approved for any
Agreement with a Non-Employee Director shall similarly be within the discretion
of the Board of Directors; and nothing in this Plan shall be deemed to give any
Non-Employee Director any right to receive Awards.


     3.     The Committee is also specifically authorized, in the event of a public
solicitation, by any person, firm or corporation other than Avnet, of tenders
of 50% or more of the then outstanding Stock (known conventionally as a “tender
offer”), to accelerate exercisability of and lift any restrictions with respect
to any or all Awards held by Participants then employed as an Eligible
Employee, so that such Awards will immediately become exercisable, vested, and
transferable in full; provided that such accelerated exercisability and
lifting of restrictions shall continue in effect only until expiration,
termination or withdrawal of such tender offer, whereupon such Awards will be
(and continue thereafter to be) exercisable, vested, and transferable only to
the extent that they would have been if no such acceleration of exercisability
and lifting of restrictions had been authorized.


     3a. The Board of Directors is also specifically authorized, in the event
of a tender offer, by any person, firm or corporation other than Avnet, for 50%
or more of the then outstanding Stock, to accelerate exercisability of and lift
any restrictions with respect to any or all Awards held by Participants then
serving as Non-Employee Directors, so that such Awards will immediately become
exercisable, vested, and transferable in full; provided that such accelerated
exercisability and lifting of restrictions shall continue in effect only until
expiration, termination or withdrawal of such tender offer, whereupon such
Awards will be (and continue thereafter to be) exercisable, vested, and
transferable only to the extent they would have been if no such acceleration of
exercisability and lifting of restrictions had been authorized.


     4.     A majority of the members of the Committee (but not less than two)
shall constitute a quorum, and all acts, decisions or determinations of the
Committee shall be by majority vote of such of its members as shall be present
at a meeting duly held at which a quorum is so present. Any act, decision, or
determination of the Committee reduced to writing and signed by a majority of
its members (but not less than two) shall be fully effective as if it had been
made, taken or done by vote of such majority at a meeting duly called and held.


     5.     The Committee shall deliver a report to the Board of Directors with
reasonable promptness following the taking of any action(s) in the
administration of this Plan, which report shall set forth in full the action(s)
so taken. The Committee shall also file such other reports and make such other
information available as may from time to time be prescribed by the Board of
Directors.


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     6.     The Committee (and, with respect to Non-Employee Directors, the Board
of Directors), shall have sole and complete discretion in determining those
Eligible Employees who shall participate in the Plan. The Committee may
request recommendations for individual Awards from the Chief Executive Officer
of the Company and, to the extent permitted by applicable law, may delegate to
the Chief Executive Officer of the Company the authority to make Awards to
Participants who are not Executive Officers of the Company or Covered
Participants, subject to a fixed maximum Award amount for such a group and a
maximum Award amount for any one Participant, as determined by the Committee.
Awards made to the Executive Officers or Covered Participants shall be
determined by the Committee.


     7.     All determinations and decisions made by the Committee and Board of
Directors pursuant to the provisions of the Plan shall be final, conclusive,
and binding upon all persons, including the Company, its stockholders,
employees, Participants, and designated beneficiaries, except when the terms of
any sale or award of shares of Stock or any grant of rights or Options under
the Plan are required by law or by the Articles of Incorporation or Bylaws of
the Company to be approved by the Company’s Board of Directors or stockholders
prior to any such sale, award or grant.


     8.     Notwithstanding any other provision of the Plan, the Committee may
impose such conditions on any Award, and the Board may amend the Plan in any
such respects, as may be required to satisfy the requirements of Rule 16b-3 or
Section 162(m).


     9.     Notwithstanding any other provision of the Plan to the contrary, no
Award shall be granted to a Non-Employee Director unless such grant is approved
by a majority of the Non-Employee Directors.


ARTICLE V

AWARD AND MODIFICATION OF OPTIONS



     1.     Options may be granted by the Committee to Eligible Employees, and may
be granted by the Board of Directors to Non-Employee Directors, from time to
time in their discretion prior to September 18, 2013 or the earlier termination
of the Plan as provided in Article XI.


     2.     During the period when any Option granted by the Committee to an
Eligible Employee is outstanding, the Committee may, for such consideration (if
any) as may be deemed adequate by it and with the prior consent of the
Optionee, modify the terms of such Option, with respect to the unexercised
portion thereof, except that such Option may not be repriced, replaced or
regranted through cancellation, or by lowering the exercise price of said
Option, without shareholder approval. During the period when any Option
granted by the Board of Directors to a Non-Employee Director is outstanding,
the Board of Directors may, for such consideration (if any) as may be deemed
adequate by it and with the prior consent of the Optionee, modify the terms of
the Option, with respect to the unexercised portion thereof, except that such
Option may not be repriced, replaced or regranted through cancellation, or by
lowering the exercise price of said Option, without shareholder approval.


     3.     The price per share at which Stock subject to any Option may be
purchased shall be determined by the Committee (in the case of any Option
granted to an Eligible Employee) or by the Board of Directors (in the case of
any Option granted to a Non-Employee Director) at the time such Option is
granted, but shall be no less than 100% of the Fair Market Value of the Stock
at the date of grant in the case of ISOs, and no less than 85% of the Fair
Market Value of the Stock at the date of grant in the case of nonqualified
Options (except in the case of Options


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assumed or granted in substitution for other options in a merger,
acquisition, or similar corporate transaction context); provided, however, that
the purchase price per share of Stock shall in no event be less than the par
value per share of the Stock. The “date of grant” shall be the date on which
the Committee or Board of Directors, as appropriate, completes its action
constituting the making of an Award, regardless of whether or not such Award is
subject to future shareholder approval or other conditions. Notwithstanding
the foregoing, Options with a price per share of less than 100% of the Fair
Market Value of the Stock at the date of grant shall be granted only in
connection with either (a) a new hire (or rehire) of an employee by the Company
or a Subsidiary or (b) a merger, acquisition, disposition, reorganization, or
similar corporate transaction.


     4.     The term of each Option granted under the Plan shall be such period of
time as the Committee (in the case of an Option granted to an Eligible
Employee) or the Board of Directors (in the case of an Option granted to a
Non-Employee Director) shall determine but in no event shall an Option be
exercisable after the day prior to the tenth anniversary of the granting
thereof. Unless sooner forfeited or otherwise terminated pursuant to the terms
hereof or of the applicable Agreement, each Option granted under the Plan shall
expire at the end of its term. Notwithstanding any other provision in this Plan
to the contrary, no Option granted hereunder may be exercised after the
expiration of its term.


     5.     Each Option granted under the Plan shall become exercisable, in whole
or in part, at such time or times during its term as the Agreement evidencing
the grant of such Option shall specify; provided, however, that the
exercisability of any Option may be accelerated in whole or in part, at any
time, by the Committee (in the case of an Option granted to an Eligible
Employee) or by the Board of Directors (in the case of an Option granted to a
Non-Employee Director). Each option granted under the Plan that has become
exercisable pursuant to the preceding sentence shall remain exercisable
thereafter for such period of time prior to the expiration of its term
(including during any period subsequent to the Optionee’s termination of
employment with the Company for any reason, if the Optionee is an Eligible
Employee, or subsequent to the Optionee’s ceasing to be a Director for any
reason, if the Optionee is a Non-Employee Director) as the Option Agreement
evidencing the grant of such Option shall provide. An Option may be exercised,
at any time or from time to time during its term, as to any or all shares as to
which the Option has become and remains exercisable.


     6.     The aggregate number of shares of Stock with respect to which Options
may be granted hereunder to any Optionee in any calendar year may not exceed
500,000.


     7.     Except as may otherwise be provided in paragraph 10 of Article IX of
the Plan or the Agreement evidencing the grant of any Option hereunder, the
Option so granted shall not be assignable or transferable by the Optionee other
than by will or the laws of descent and distribution upon the death of such
Optionee, nor shall any Option be exercisable during the lifetime of the
Optionee except by such Optionee.


     8.     Options shall be exercised by the delivery of a written notice from the
Participant to the Company in the form prescribed by the Committee setting
forth the number of Shares with respect to which the Option is to be exercised,
accompanied by full payment of the exercise price for the shares. The exercise
price shall be payable to the Company in full in cash, or its equivalent, or,
to the extent permitted by applicable law and not in violation of any
instrument or agreement to which the Company is a party, by delivery of Shares
(not subject to any security interest or pledge) valued at Fair Market Value at
the time of exercise, or by a combination of the foregoing, or in any other
form of payment acceptable to the Committee. The Committee


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reserves the right to require any Shares delivered by the Participant in
full or partial payment of the exercise price to be limited to those Shares
already owned by the Participant for at least six (6) months. In addition, at
the request of the Participant, and subject to applicable laws and regulations,
the Company may (but shall not be required to) cooperate in a cashless exercise
of the Option. As soon as practicable, after receipt of written notice and
payment, but subject to the terms and conditions of Article IX, the Company
shall deliver to the Participant stock certificates in an appropriate amount
based upon the number of Shares with respect to which the Option is exercised,
issued in the Participant’s name.


ARTICLE VI

STOCK APPRECIATION RIGHTS



     1.     Stock Appreciation Rights may be granted to Eligible Employees in the
discretion of the Committee and to Non-Employee Directors in the discretion of
the Board of Directors, upon such terms and conditions as the Committee or the
Board of Directors may prescribe. Each SAR may be free standing, or granted in
connection with and relate to all or part of a specific Option simultaneously
or previously granted under the Plan. In the discretion of the Committee or the
Board of Directors, an SAR may be granted at any time prior to the exercise,
expiration or termination of the Option related thereto, and may be modified at
any time the related Option is modified.


     2.     Upon exercise of a Stock Appreciation Right, the grantee or Optionee
shall be entitled to receive (a) shares of Stock having a Fair Market Value at
the date of exercise, or (b) cash in the amount of such Fair Market Value, or
(c) a combination of shares of Stock and cash equal in the aggregate to such
Fair Market Value, equivalent to all or part of the difference between the
aggregate exercise price of the portion of the SAR or the related Option which
is being surrendered for termination and the Fair Market Value at such date of
the shares of Avnet’s Common Stock for which such SAR is being exercised.


     3.     Each Stock Appreciation Right granted to an Eligible Employee shall be
exercisable on such dates or during such periods as may be determined by the
Committee, and each Stock Appreciation Right granted to a Non-Employee Director
shall be exercisable on such dates or during such periods as may be determined
by the Board of Directors, provided that if an SAR relates to all or part of a
specific Option, such SAR shall not be exercisable at a time when the Option
related thereto could not be exercised nor may it be exercised with respect to
a number of shares in excess of the number for which such Option could then be
exercised.


     4.     A Stock Appreciation Right related to all or part of a specific Option
may be exercised only upon surrender by the Optionee, for termination, of the
portion of the related Option, which is then exercisable to purchase the number
of shares for which the Stock Appreciation Right is being exercised. Shares
covered by the terminated Option or portion thereof shall not be available for
further grants of Options under the Plan.


     5.     The Committee may impose any other conditions upon the exercise of
Stock Appreciation Rights granted to Eligible Employees, and the Board of
Directors may impose any other conditions upon the exercise of Stock
Appreciation Rights granted to Non-Employee Directors, which conditions may
include a condition that any particular SARs or any class of SARs may only be
exercised in accordance with rules adopted by the Committee or the Board of
Directors, as appropriate, from time to time. Such rules may govern the right
to exercise SARs granted prior to the adoption or amendment of such rules as
well as SARs granted thereafter.


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     6.     The Committee or the Board of Directors may at any time amend,
terminate or suspend any Stock Appreciation Right theretofore granted by it
under this Plan, provided that the terms of any SAR after any amendment shall
conform to the provisions of the Plan. Each SAR related to all or part of a
specific Options shall terminate and cease to be exercisable upon the
termination (other than a termination required in connection with exercise of
the SAR) or expiration of the Option related thereto.


ARTICLE VII

RESTRICTED STOCK AND

RESTRICTED STOCK UNITS



     1.     Subject to the terms and provisions of the Plan and applicable law, the
Committee (or, with respect to Non-Employee Directors, the Board of Directors),
at any time and from time to time, may grant shares of Restricted Stock or
Restricted Stock Units under the Plan to such Participants, and in such amounts
and with such vesting periods, Period of Restriction and/or conditions for
removal of restrictions as it shall determine. Participants receiving shares
of Restricted Stock or Restricted Stock Units are not required to pay the
Company cash therefor (except for applicable tax withholding). Notwithstanding
any other provision of the Plan to the contrary, with respect to a Restricted
Stock or Restricted Stock Unit Grant to an Eligible Employee (i) such Awards
shall vest no faster than pro rata over the three (3) years after the date of
grant with respect to Awards that do not vest based at least in part on the
satisfaction of performance criteria and (ii) such Awards shall not vest sooner
than one (1) year after the date of grant with respect to Awards that vest at
least in part based on the satisfaction of performance criteria. The
immediately preceding sentence shall also apply with respect to any ad hoc
grant (as opposed to annual grants that are part of the director compensation
package) of Restricted Stock or Restricted Stock Units to any Non-Employee
Director.


     2.     Each Restricted Stock or Restricted Stock Unit grant shall be evidenced
by an Agreement that shall specify any vesting requirements with respect to
such Award, any Period of Restriction with respect to such Award, and the
conditions which must be satisfied prior to removal of any additional
restrictions as the Committee (or, with respect to Non-Employee Directors, the
Board of Directors), shall determine. The Committee (or, with respect to
Non-Employee Directors, the Board of Directors), may specify, but is not
limited to, the following types of restrictions in the Agreement: (i)
restrictions on acceleration or achievement of terms of vesting based on any
business or financial goals of the Company, including, but not limited to,
absolute or relative increases in total stockholder return, revenues, sales,
net income, earnings per share, return on equity, cash flow, operating margin
or net worth of the Company, any of its Subsidiaries, divisions or other areas
of the Company; and (ii) any other further restrictions that may be advisable
under the law, including requirements set forth by the Exchange Act, the
Securities Act, any securities trading system or Stock exchange upon which such
shares of stock are listed.


     3.     Except as provided in paragraph 10 of Article IX of the Plan or this
Article VII and subject to applicable law, the shares of Restricted Stock or
Restricted Stock Units granted under the Plan may not be sold, transferred,
pledged, assigned, exchanged, encumbered or otherwise alienated or hypothecated
until (A) both of the following have occurred: (i) the applicable portions of
such Awards have vested (and, in the case of Restricted Stock Units, shares of
Stock have been issued in respect thereof), and (ii) the applicable Period of
Restriction has terminated, or (B) upon earlier satisfaction of such conditions
as specified by the Committee (or, with respect to Non-Employee Directors, the
Board of Directors), in its sole discretion and set


10






 


forth in the Agreement. Except as provided herein, all rights with
respect to the Restricted Stock or Restricted Stock Units granted to a
Participant under the Plan shall be exercisable only by such Participant or his
or her guardian or legal representative.


     4.     Except as otherwise noted in this Article VII, shares of Restricted
Stock or Restricted Stock Units covered by an Award shall be provided to (or in
the case of Restricted Stock Units, shares of Stock shall be issued therefor in
accordance with Paragraph 6 of this Article VII) and become freely transferable
by the Participant (i) upon the vesting of the applicable Restricted Stock or
Restricted Stock Unit Award, and (ii) after the last day of the Period of
Restriction and/or upon the satisfaction of other conditions as determined by
the Committee (or, with respect to Non-Employee Directors, the Board of
Directors). The Committee (or with respect to Non-Employee Directors, the
Board of Directors) in its sole discretion may reduce or remove the
restrictions or reduce or remove or accelerate vesting provisions or the Period
of Restriction with respect to Restricted Stock or Restricted Stock Units upon
the Eligible Employee’s (or, as appropriate, Non-Employee Director’s) death,
retirement, layoff, termination in connection with a Change in Control or other
termination where the Committee determines that such treatment is appropriate
and in the Company’s best interests, as well as upon assumption of, or in
substitution for, restricted stock or restricted stock units of a company with
which the Company participates in an acquisition, separation, merger, or
similar corporate transaction.


     5.     Prior to vesting and during the Period of Restriction, Participants in
whose name Restricted Stock is granted under the Plan may exercise full voting
rights with respect to those shares. Subsequent to vesting of Restricted Stock
Units and the issuance of shares of Stock in respect thereof, during any
subsequent Period of Restriction, Participants who have received shares of
Stock in respect of such Restricted Stock Units may exercise full voting rights
with respect to those shares.


     6.     Upon all or a portion of an Award of Restricted Stock Units vesting
(the date of each such vesting being a “Vest Date”), one share of Stock shall
be issuable for each Restricted Stock Unit that vests on such Vest Date (the
“RSU Shares”), subject to the terms and provisions of the Plan and relevant
Agreement. Thereafter, the Company will transfer such RSU Shares to the
Participant upon satisfaction of any required tax withholding obligations and
upon the expiration of any applicable Period of Restriction. No fractional
shares shall be issued with respect to vesting of Restricted Stock Units. No
Participant shall have any right in, to or with respect to any of the shares of
Stock (including any voting rights or rights with respect to dividends paid on
the Stock, except as set forth in paragraph 7 of this Article VII) issuable
under the Award until the Award is settled by the issuance of such shares of
Stock to such Participant.


     7.     Prior to vesting, and during the Period of Restriction, Participants
in whose name Restricted Stock is granted shall be entitled to receive all
dividends and other distributions paid with respect to those Awards, as set
forth in this Paragraph 7. Participants in whose name Restricted Stock Units
are granted shall not be entitled to receive any dividends or other
distributions paid with respect to the Company’s Stock unless the specific
Award document so provides. With respect to shares of Restricted Stock,
dividends paid in cash shall be automatically reinvested in additional shares
of Restricted Stock at a purchase price per share equal to Fair Market Value of
a share of Stock on the date of such dividend is paid; provided, however that
the Company shall not issue fractional shares, and any amount that would have
been invested in a fractional share shall be paid to Participant. Any such
additional shares of Stock received by any Participant in respect of a
Restricted Stock Award, whether through reinvestment or through a dividend paid
in shares of Stock, shall be subject to the same restrictions on
transferability as the Restricted Stock with respect to which they were
distributed.


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ARTICLE VIII

OTHER STOCK UNIT AWARDS



     1.     Subject to the terms and provisions of the Plan and applicable law, the
Committee (or, with respect to Non-Employee Directors, the Board of Directors),
at any time and from time to time, may issue to Participants, either alone or
in addition to other Awards made under the Plan, Other Stock Unit Awards which
may be in the form of Common Stock or other securities. The value of each such
Award shall be based, in whole or in part, on the value of the underlying
Common Stock or other securities. The Committee (or, with respect to
Non-Employee Directors, the Board of Directors), in its sole and complete
discretion, may determine that an Other Stock Unit Award may provide to the
Participant (i) dividends or dividend equivalents (payable on a current or
deferred basis) and (ii) cash payments in lieu of or in addition to an Award.
Subject to the provisions of the Plan, the Committee (or, with respect to
Non-Employee Directors, the Board of Directors), in its sole and complete
discretion shall determine the terms, restrictions, conditions, vesting
requirements, and payment rules (all of which are sometimes hereinafter
collectively referred to as “Rules”) of the Award. The Agreement shall specify
the Rules of each Award as determined by the Committee (or, with respect to
Non-Employee Directors, the Board of Directors). However, each Other Stock
Unit Award need not be subject to identical Rules.


     2.     The Committee (or, with respect to Non-Employee Directors, the Board of
Directors), in its sole and complete discretion, may grant an Other Stock Unit
Award subject to the following Rules:



	 	(a)	 	Except as provided in paragraph 10 of Article IX of the Plan, all
rights with respect to such Other Stock Unit Awards granted to a
Participant shall be exercisable during his or her lifetime only by
such Participant or his or her guardian or legal representative.
	 
	 	(b)	 	Other Stock Unit Awards may require the payment of cash
consideration by the Participant upon receipt of the Award or provide
that the Award, and any Common Stock or other securities issued in
conjunction with the Award be delivered without the payment of cash
consideration.
	 
	 	(c)	 	The Committee (or, with respect to Non-Employee Directors, the
Board of Directors), in its sole and complete discretion may establish
certain performance criteria that may relate in whole or in part to
receipt of the Other Stock Unit Awards.
	 
	 	(d)	 	Other Stock Unit Awards may be subject to a deferred payment
schedule.
	 
	 	(e)	 	The Committee (or, with respect to Non-Employee Directors, the
Board of Directors), in its sole and complete discretion, as a result
of certain circumstances, including, without limitation, the
assumption of, or substitution of stock unit awards of a company with
which the Company participates in an acquisition, separation, or
similar corporate transaction, may waive or otherwise remove, in whole
or in part, any restriction or condition imposed on an Other Stock
Unit Award at the time of grant.




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ARTICLE IX

ADDITIONAL TERMS AND PROVISIONS



     1.     The Committee or the Board of Directors shall, promptly after the
granting of any Award or the modification of any outstanding Award, cause such
Participant to be notified of such action and shall cause Avnet to deliver to
such Participant an Agreement (which Agreement shall be signed on behalf of
Avnet by an officer of Avnet with appropriate authorization therefor)
evidencing the Award so granted or modified and the terms and conditions
thereof and including (when appropriate) an addendum evidencing the SAR so
granted or modified and the terms and conditions thereof.


     2.     The date on which the Committee or the Board of Directors approves the
granting of any Award, or approves the modification of any outstanding Award,
shall for purposes of this Plan be deemed the date on which such Award is
granted or modified, regardless of whether (i) the date on which the Agreement
evidencing the same is executed or (ii) the grant or modification of such Award
is subject to a contingency.


     3.     To the extent that any Award shall have become exercisable, such Award
may be exercised by the Participant at any time and from time to time by
written notice to Avnet stating the number of shares of Stock with respect to
which such Award is being exercised, accompanied (as to an Option exercise) by
payment in full therefor as prescribed below and (as to an SAR exercise) by an
instrument effecting surrender for termination of the relevant portion of the
Option related thereto. As soon as practicable after receipt of such notice,
Avnet shall, without requiring payment of any transfer or issue tax by the
Participant, deliver to the Participant, at the principal office of Avnet (or
such other place as Avnet may designate), a certificate or certificates
representing the shares of Stock acquired upon such exercise; provided,
however, that the date for any such delivery may be postponed by Avnet for such
period as it may require, in the exercise of reasonable diligence (a) to
register the shares of Stock so purchased (together with any part or all of the
balance of the shares of Stock which may be delivered pursuant to the exercise
of Awards) under the Securities Act of 1933, as amended, and/or to obtain the
opinions of counsel referred to in clauses (B) and (E) of paragraph 7 below,
and (b) to comply with the applicable listing requirements of any national
securities exchange or with any other requirements of law. If any Participant
shall fail to accept delivery of all or any part of the shares of Stock with
respect to which such Award is being exercised, upon tender thereof, the right
of such Participant to exercise such Award, with respect to such unaccepted
shares may, in the discretion of the Committee (in the case of an Award granted
to an Eligible Employee) or the Board of Directors (in the case of an Award
granted to a Non-Employee Director), be terminated. For purposes of this
paragraph 3, payment upon exercise of an Award may be made (i) by check
(certified, if so required by Avnet) in the amount of the aggregate exercise
price of the portion of the Award being exercised, or (ii) in the form of
certificates representing shares of Stock (duly endorsed or accompanied by
appropriate stock powers, in either case with signature guaranteed if so
required by Avnet) having a Fair Market Value, at the date of receipt by Avnet
of such certificates and the notice above mentioned, equal to or in excess of
such aggregate exercise price, or (iii) by a combination of check and
certificates for shares of Stock, or (iv) in any other manner acceptable to the
Committee (with respect to an Award granted to an Eligible Employee) or the
Board of Directors (with respect to award to a Non-Employee Director), in each
case in the discretion of the Committee or the Board of Directors, as the case
may be.


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     4.     Notwithstanding paragraph 3 of this Article IX, upon each exercise of
an Award or vesting of Restricted Stock (or filing of a Code Section 83(b)
election with respect thereto), or upon a Restricted Stock Unit or Other Stock
Unit Award becoming taxable, the Participant shall pay to Avnet an amount
required to be withheld under applicable income tax laws in connection with
such exercise or vesting or Section 83(b) election or other taxable event. A
Participant may, in the discretion of the Committee and subject to any rules as
the Committee may adopt (in the case of a Participant who was an Eligible
Employee on the date of grant), or in the discretion of the Board of Directors
and subject to such rules as the Board of Directors may adopt (in the case of a
Participant who was a Non-Employee Director on the date of grant), elect to
satisfy such obligation, in whole or in part, by having Avnet withhold shares
of Stock having a Fair Market Value equal to the amount required to be so
withheld. For purposes of the foregoing, the Fair Market Value of a share of
Stock shall be its Fair Market Value on the date that the amount to be withheld
is determined. A Participant shall pay Avnet in cash for any fractional share
that would otherwise be required to be withheld.


     5.     The Plan shall not confer upon any Participant any right with respect
to continuance of employment by the Company or continuance of membership on the
Board of Directors, nor shall it interfere in any way with his or her right, or
the Company’s right, to terminate his or her employment at any time.


     6.     Except as provided in Articles VII and VIII, no Participant shall
acquire or have any rights as a shareholder of Avnet by virtue of any Award
until the certificates representing shares of Stock issued pursuant to the
Award or the exercise are delivered to such Participant in accordance with the
terms of the Plan.


     7.     While it is Avnet’s present intention to register under the Securities
Act of 1933, as amended, the shares of Stock which may be delivered pursuant to
the granting and exercise of Awards under the Plan, nevertheless, any
provisions in this Plan to the contrary notwithstanding, Avnet shall not be
obligated to sell or deliver any shares of Stock pursuant to the granting or
exercise of any Award unless (A)(i) such shares have at the time of such
exercise been registered under the Securities Act of 1933, as amended, (ii) no
stop order suspending the effectiveness of such registration statement has been
issued and no proceedings therefor have been instituted or threatened under
said Act, and (iii) there is available at the time of such grant and/or
exercise a prospectus containing certified financial statements and other
information meeting the requirements of Section 10(a)(3) of said Act, or Avnet
shall have received from its counsel an opinion that registration of such
shares under said Act is not required; (B) such shares are at the same time of
such grant and/or exercise, or upon official notice of issuance will be, listed
on each national securities exchange on which the Stock is then listed, (C) the
prior approval of such sale has been obtained from any State regulatory body
having jurisdiction (but nothing herein contained shall be deemed to require
Avnet to register or qualify as a foreign corporation in any State nor, except
as to any matter or transaction relating to the sale or delivery of such
shares, to consent in service of process in any State), and (D) Avnet shall
have received an opinion from its counsel with respect to compliance with the
matters set forth in clauses (A), (B), and (C) above.


     8.     The Committee may require, as a condition of any payment or share
issuance, that certain agreements, undertakings, representations, certificates,
and/or information, as the Committee may deem necessary or advisable, be
executed or provided to the Company to assure compliance with all applicable
laws or regulations. Any certificates for shares of the Restricted Stock and/or
Stock delivered under the Plan may be subject to such stock-transfer orders and
such other restrictions as the Committee may deem advisable under the rules,
regulations, or


14






 


other requirements of the Securities and Exchange Commission,
any stock exchange upon which the Stock is then listed, and any applicable
federal or state securities law. In addition, if, at any time specified herein
(or in any Agreement or otherwise) for (a) the making of any Award, or the
making of any determination, (b) the issuance or other distribution of
Restricted Stock and/or other Stock, or (c) the payment of amounts to or
through a Participant with respect to any Award, any law, rule, regulation, or
other requirement of any governmental authority or agency shall require the
Company, any Affiliate, or any Participant (or any estate, designated
beneficiary, or other legal representative thereof) to take any action in
connection with any such determination, any such shares to be issued or
distributed, any such payment, or the making of any such determination, as the
case may be, shall be deferred until such required action is taken. With
respect to persons subject to Section 16 of the Exchange Act, transactions
under the Plan are intended to comply with all applicable conditions of Rule
16b-3. To the extent any provision of the Plan or any action by the
administrators of the Plan fails to so comply with such rule, it shall be
deemed null and void, to the extent permitted by law and deemed advisable by
the Committee.


     9.     The Committee (or, with respect to a Non-Employee Director, the Board
of Directors), may permit a Participant to elect to defer receipt of any
payment of cash or any delivery of shares of Common Stock that would otherwise
be due to such Participant by virtue of the exercise, earn-out, or settlement
of any Award made under the Plan. If such election is permitted, the Committee
shall establish rules and procedures for such deferrals, including, without
limitation, the payment or crediting of dividend equivalents in respect of
deferrals credited in units of Common Stock. The Committee (or, with respect to
a Non-Employee Director, the Board of Directors), may also provide in the
relevant Agreement for a tax reimbursement cash payment to be made by the
Company in favor of any Participant in connection with the tax consequences
resulting from the grant, exercise, settlement or earn-out of any Award made
under the Plan.


     10.     No Award and no rights or interests therein may be sold, transferred,
pledged, assigned, exchanged, encumbered or otherwise alienated or
hypothecated, except (i) by testamentary disposition by the Participant or the
laws of descent and distribution or, except in the case of an ISO, by a
qualified domestic relations order; and (ii) in the case of Awards other than
Incentive Stock Options, transfers made with the prior approval of the
Committee and on such terms and conditions as the Committee in its sole
discretion shall approve, to (a) the child, step-child, grandchild, parent,
stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law,
including adoptive relationships, and any person sharing the Participant’s
household (other than a tenant or employee) of the Participant (an “Immediate
Family Member”), (b) a trust in which Immediate Family Members have more than
fifty percent of the beneficial interest, (c) a foundation in which Immediate
Family Members or the Employee control the management of the assets, (d) any
other entity in which Immediate Family Members or the Employee own more than
50% of the voting interests, or (e) any other transferee that is approved by
the Committee in its sole discretion (each a Permitted Transferee); provided,
however, that, without the prior approval of the Committee, no Permitted
Transferee shall further transfer an Award, other than by testamentary
disposition or the laws of descent and distribution, either directly or
indirectly, including, without limitation, by reason of the dissolution of, or
a change in the beneficiaries of, a Permitted Transferee that is a trust, the
sale, merger, consolidation, dissolution, or liquidation of a Permitted
Transferee that is a partnership (or the sale of all or any portion of the
partnership interests therein), or the sale, merger, consolidation, dissolution
or liquidation of a Permitted Transferee that is a corporation (or the sale of
all or any portion of the stock thereof). Further, no  right or interest of any
Participant in an Award may be assigned in satisfaction of any lien,
obligation, or liability of the Participant.


15






 


     11.     The Plan, and its rules, rights, agreements and regulations, shall be
governed, construed, interpreted and administered solely in accordance with the
laws of the state of New York. In the event any provision of the Plan shall be
held invalid, illegal or unenforceable, in whole or in part, for any reason,
such determination shall not affect the validity, legality or enforceability of
any remaining provision, portion of provision or the Plan overall, which shall
remain in full force and effect as if the Plan had been absent the invalid,
illegal or unenforceable provision or portion thereof


     12.     By acceptance of an applicable Award, subject to the conditions of
such Award, each Participant shall be considered in agreement that all shares
of stock sold or awarded and all Options granted under this Plan shall be
considered special incentive compensation and will be exempt from inclusion as
“wages” or “salary” in pension, retirement, life insurance, and other
employee benefits arrangements of the Company, except as determined
otherwise by the Company. In addition, each designated beneficiary of a
deceased Participant shall be in agreement that all such Awards will be exempt
from inclusion in “wages” or “salary” for purposes of calculating benefits of
any life insurance coverage sponsored by the Company.


     13.     In its sole and complete discretion, the Committee may elect to legend
certificates representing shares of stock sold or awarded under the Plan, to
make appropriate references to the restrictions imposed on such shares.


     14.     All Agreements for Participants subject to Section 16(b) of the
Exchange Act shall be deemed to include any such additional terms, conditions,
limitations and provisions as Rule 16b-3 requires, unless the Committee in its
discretion determines that any such Award should not be governed by Rule 16b-3.
All performance-based Awards shall be deemed to include any such additional
terms, conditions, limitations and provisions as are necessary to comply with
the performance-based compensation exemption of Section 162(m) unless the
Committee in its discretion determines that any such Award to a Covered
Participant is not intended to qualify for the exemption for performance-based
compensation under Section 162(m).


     15.     In the event of a Change in Control, the Committee is permitted to
accelerate the payment or vesting and release any restrictions on any Awards.


ARTICLE X

ADJUSTMENTS UPON CHANGES IN CAPITALIZATION



     1.     In the event that the Stock shall be split up, divided or otherwise
reclassified into or exchanged for a greater or lesser number of shares of
Stock or into shares of Common Stock and/or any other securities of Avnet by
reason of recapitalization, reclassification, stock split or reverse split,
combination of shares or other reorganization, the term “Stock” as used herein
shall thereafter mean the number and kind of shares or other securities into
which the Stock shall have been so split up, divided or otherwise reclassified
or for which the Stock shall have been so exchanged; and the remaining number
of shares of Stock which may, in the aggregate, thereafter be delivered
pursuant to the grant or exercise of an Award (as specified in paragraph 1 of
Article III hereof) and the remaining number of shares of Stock which may
thereafter be delivered pursuant to the exercise of any Options and/or Stock
Appreciation Rights then outstanding, shall be correspondingly adjusted. In the
event that any dividend payable in shares




16






 


of Stock is paid to the holders of
outstanding shares of Stock, the remaining number of shares of Stock which may,
in the aggregate, thereafter be delivered pursuant to the exercise or grant of
Awards (as specified in paragraph 1 of Article III hereof) and the remaining
number of shares of Stock which may thereafter be delivered pursuant to the
exercise of any Awards then outstanding, shall be increased by the percentage
which the number of shares of Stock so paid as a dividend bears to the total
number of shares of Stock outstanding immediately prior to the payment of such
dividend.


     2.     In the event that the Stock shall be split up, divided or otherwise
reclassified or exchanged as provided in the preceding paragraph, the purchase
price per share of Stock upon exercise of outstanding Options, and the
aggregate number of shares of Stock with respect to which Awards may be granted
to any Participant in any calendar year shall be correspondingly adjusted.


     3.     Anything in this Article X to the contrary notwithstanding, in the
event that, upon any adjustment made in accordance with paragraph 1 above, the
remaining number of shares of Stock which may thereafter be delivered pursuant
to the exercise of any Award then outstanding shall include a fractional share
of Stock, such fractional share of Stock shall be disregarded for all purposes
of the Plan and the Optionee holding such Award shall become entitled neither
to purchase the same nor to receive cash or scrip in payment therefor or in
lieu thereof.


ARTICLE XI

AMENDMENT OR TERMINATION OF THE PLAN



     1.     The Plan shall automatically terminate on September 18, 2013, unless it
is sooner terminated pursuant to paragraph 2 below.


     2.     The Board of Directors may amend the Plan from time to time as the
Board may deem advisable and in the best interests of Avnet and may terminate
the Plan at any time (except as to Awards then outstanding hereunder);
provided, however, that unless approved by the affirmative vote of a majority
of the votes cast at a meeting of the shareholders of Avnet duly called and
held for that purpose, no amendment to the Plan shall be adopted which shall
(a) affect the composition or functioning of the Committee, (b) increase the
aggregate number of shares of Stock which may be delivered pursuant to the
exercise of Awards, (c) increase the aggregate number of shares of Stock with
respect to which Options or other Awards may be granted to any Participant
during any calendar year, (d) decrease the minimum purchase price per share of
Stock (in relation to the Fair Market Value thereof at the respective dates of
grant) upon the exercise of Options, or (e) extend the ten year maximum period
within which an Award is exercisable, or the termination date of the Plan.


17