exv10w1



 




Exhibit 10.1




Avnet, Inc.

Deferred Compensation Plan

for Outside Directors




Amended and Restated as of January 1, 2004









	1.	 	Purpose





     The purpose of the Plan is to provide Eligible Directors of Avnet, Inc.
with an opportunity to defer payment of certain portions of their compensation,
at their election, in accordance with the provisions hereof.




	2.	 	Definitions





     As used herein, the following terms shall have the following meanings:




     “Account” shall mean the Account established for a Participant pursuant to
Section 4.




     “Average Market Value” shall mean, with respect to one share of Common
Stock on any date, the average of the mean between the daily per-share high and
low sale prices for shares of Common Stock on the New York Stock Exchange
(“NYSE”) for the period of five trading days ending on such date, or for the
period of five trading days immediately preceding such date if the NYSE is
closed on such date.




     “Beneficiary” shall mean the person or persons designated by a Participant
in accordance with Section 9 to receive any amount, or any shares of Common
Stock, payable under the Plan by reason of his or her death.




     “Board of Directors” shall mean the Board of Directors of the Corporation.




     “Committee” shall mean the persons appointed by the Board of Directors to
administer the Plan in accordance with Section 12.




     “Common Stock” shall mean the shares of common stock of the Corporation.




     “Compensation” shall mean, with respect to any Eligible Director for any
Plan Year beginning on or after January 1, 2004, all fees payable to such
Director during such Plan Year by way of retainer for service as a member of
the Board of Directors or any committees thereof, including any such fees
otherwise payable in the form of Common Stock (including restricted stock), but
shall not include meeting fees (regardless of the form of payment).






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     “Corporation” shall mean Avnet, Inc.




     “Eligible Director” shall mean any individual who is a member of the Board
of Directors and who is not an employee of the Corporation or any of its
subsidiaries.




     “Participant” shall mean any Eligible Director who has made an election
under Section 3 to defer any portion of his or her Compensation for any Plan
Year.




     “Phantom Share Unit” or “PSU” shall mean a unit of measurement equivalent
to one share of Common Stock, with none of the attendant rights of a holder of
such share, including, without limitation, the right to vote such share and the
right to receive dividends thereon, except to the extent otherwise specifically
provided herein.




     “Plan” shall mean the Avnet, Inc. Deferred Compensation Plan for Outside
Directors, as set forth herein and as amended from time to time.




     “Plan Year” shall mean the calendar year.




	3.	 	Deferral Elections





     With respect to each Plan Year beginning on or after January 1, 1997, an
Eligible Director may elect to have payment of any part or all of his or her
Compensation for such year deferred, and to have payment of such portion made
under the terms of this Plan. Any such election shall be made in accordance
with the following rules:




     (a)A deferral election shall be made in writing, on a form provided by the
Committee for such purpose.




     (b)In the election form, the Eligible Director (i) shall specify, by
percentage (which must be an even multiple of 10%), the portion of his or her
Compensation the Eligible Director wishes to defer hereunder (amounts so
deferred are hereinafter referred to as the Eligible Director’s (“Deferred
Amounts”), and (ii) shall specify, by percentage (which must be an even
multiple of 10%), the portions of the Eligible Director’s Deferred Amounts that
he or she wishes to have allocated, respectively, to the PSU Portion and to the
Cash Portion of the Account established for the Eligible Director pursuant to
Section 4.




     (c)An Eligible Director’s election to defer Compensation for any Plan Year
shall be filed with the Committee no later than November 30 of the preceding
Plan Year.






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     (d)Notwithstanding the provisions of paragraph (c) above, a newly-elected
Eligible Director may make a deferral election hereunder with respect to his or
her Compensation for the Plan Year in which he or she is first elected to serve
as a member of the Board of Directors by filing his or her election form with
the Committee no later than 30 days after the date on which he or she was
elected to serve as a member of the Board of Directors. Any deferral election
so made shall be effective only with respect to Compensation earned for
services performed after the date on which such election has been filed with
the Committee.




     (e)Any deferral election made by an Eligible Director with respect to his
or her Compensation for a Plan Year, and any election made hereunder as to the
allocation of the Deferred Amounts for such year to the PSU Portion and the
Cash Portion of his or her Account, shall be irrevocable.




     (f)Notwithstanding any other provision of the Plan to the contrary, any
Compensation otherwise payable in the form of Common Stock (including
restricted stock) and deferred hereunder as Deferred Amounts shall be allocated
solely to the PSU Portion of the Eligible Director’s Account, and shall not be
eligible for the Cash Portion of such Eligible Director’s Account.




	4.	 	Accounts





     For each Participant, there shall be established on the books and records
of the Corporation, for bookkeeping purposes only, a separate Account to
reflect the Participant’s interest under the Plan. The Account so established
shall be maintained in accordance with the following provisions:




     (a)The Account established for each Participant shall consist of two
sub-accounts referred to herein, respectively, as the “PSU Portion” and the
“Cash Portion”.




     (b)The PSU Portion and the Cash Portion of each Participant’s Account
shall be credited with amounts equal to the portions of the Participant’s
Deferred Amounts for each Plan Year that the Participant has elected under
Section 3 hereof to have allocated to such Portions. Such amounts shall be so
credited as of the date on which the amounts in question would have been paid
to the Participant had the Participant not elected to have payment of such
amounts deferred.




     (c)The PSU Portion and the Cash Portion of a Participant’s Account shall
be adjusted from time to time to reflect all additional PSUs and interest to be
credited to such Portions pursuant to Section 6, and all payments made with
respect to such Portions pursuant to Section 8.




     (d)A Participant’s interest in his or her Account shall be fully vested
and nonforfeitable at all times.






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	5.	 	Conversion to PSUs





     Amounts credited to the PSU Portion of a Participant’s Account pursuant to
paragraph (c) of Section 4 shall be converted into (and after such conversion
shall be reflected in such Portion as) a number of Phantom Share Units. Such
number shall be determined by dividing the amount so credited by the Average
Market Value of one share of Common Stock on the date as of which the amount is
so credited.




	6.	 	Crediting of Earnings





     Until payment with respect to a Participant’s Account has been made in
full in accordance with Section 8, the PSU Portion of a Participant’s Account
shall be credited with additional PSUs and the Cash Portion of the
Participant’s Account shall be credited with interest, in accordance with the
following provisions:




     (a)As of each date on which the Corporation pays a dividend on its Common
Stock (“Dividend Payment Date”), the PSU Portion of each Participant’s Account
shall be credited with additional PSUs, the number of which shall be determined
by first (i) multiplying the number of PSUs standing to the Participant’s
credit on the record date for such dividend by the per-share amount of the
dividend so paid, and then (ii) dividing the resulting amount by the Average
Market Value of one share of Common Stock on the Dividend Payment Date.




     (b)As of the last day of each calendar month, the balance of the Cash
Portion of a Participant’s Account shall be credited with an amount determined
by multiplying such balance by a percentage corresponding to the rate of
interest on U.S. Treasury 10-year Notes on the first day of such calendar
month.




	7.	 	Adjustment of PSUs





     In the event of any change in the Common Stock occurring by reason of any
stock dividend, recapitalization, reorganization, merger, consolidation,
split-up, combination or exchange of shares, or any rights offering to purchase
such shares at a price substantially below fair market value, or any similar
change affecting the Common Stock, the number and kind of shares represented by
Phantom Share Units shall be appropriately adjusted consistent with such change
in such manner as the Committee, in its sole discretion, may deem equitable to
prevent substantial dilution or enlargement of the rights granted to, or
available for, the Participants hereunder. The Committee shall give notice to
each Participant of any adjustment made pursuant to this Section 7 and, upon
such notice, such adjustment shall be effective and binding for all purposes of
the Plan.






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	8.	 	Payment of Account Balances





     Payment with respect to a Participant’s Account shall be made in
accordance with the following provisions:




     (a)The balances of the PSU Portion and the Cash Portion of a Participant’s
Account shall become payable upon the Participant’s ceasing to be a member of
the Board of Directors for any reason. Except as otherwise provided in
paragraph (b) below, payment with respect to a Participant’s Account shall be
made in the form of a series of 10 annual installments.




     (b) In lieu of the payment form specified in paragraph (a) above, a
Participant may elect to have the balances of the PSU Portion and the Cash
Portion of his or her Account paid in the form of a single lump-sum payment, or
in such number of annual installments, not to exceed 10, as the Participant
specifies in such election. Any such election shall be made in writing, on a
form that has been furnished by the Committee to the Participant for such
purpose and that is filed by the Participant with the Committee. Any such
election shall be effective only if it has been filed with the Committee at
least 24 months prior to the date on which the Participant ceases to be a
member of the Board of Directors. A Participant may revoke any election so
made, and make a new election hereunder, provided that such revocation or new
election is filed with the Committee at least 24 months prior to the date on
which the Participant ceases to be a member of the Board of Directors. Any
such revocation or new election shall be made in writing, on a form furnished
by the Committee to the Participant for such purpose.




     (c)If payment with respect to a Participant’s Account is to be made in the
form of annual installments, the first such installment payment shall be made
on or as soon as practicable after the first day of the Plan Year following the
Plan Year in which the Participant ceases to be a member of the Board of
Directors, and the remaining installment payments shall be made on or as soon
as practicable after the first day of each succeeding Plan Year.




     (d)Each installment payment to be made with respect to the Cash Portion of
a Participant’s Account shall be made in cash, in an amount determined by
dividing (i) the balance of the Cash Portion determined as of the last day of
the Plan Year preceding the year in which such payment is to be made, by (ii)
the number of installment payments remaining to be made.




     (e)Each installment payment to be made with respect to the PSU Portion of
a Participant’s Account shall be made partly in shares of Common Stock and
partly in cash. The number of shares to be included in each such installment
payment shall be equal to the number of whole PSUs included in the quotient
resulting from dividing (i) the total number of PSUs included in the balance of
the PSU Portion of the Participant’s Account as of the last day of the Plan
Year preceding the year in which such payment is to be made, by (ii) the number
of installment payments remaining to be made; and the amount of cash to be
included in each such installment payment shall be determined by multiplying
(iii) the fractional part of a PSU included in the aforementioned quotient by
(iv) the Average Market Value of one share of Common Stock on the last business
day preceding the date on which such installment payment is to be made.






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     (f) If payment with respect to a Participant’s Account is to be made in
the form of a single lump sum payment, such payment shall be made on or as soon
as practicable after the first day of the Plan Year following the Plan Year in
which the Participant ceases to be a member of the Board of Directors. Such
payment shall be made (i) in cash, with respect to the balance of the Cash
Portion of the Participant’s Account and with respect to any fractional PSUs
included in the balance of the PSU Portion of the Participant’s Account (with
the cash amount payable for such fractional PSUs calculated on the basis of the
Average Market Value of a share of Common Stock on the last business day
preceding the date of payment), and (ii) in shares of Common Stock, with
respect to the number of whole PSUs included in the balance of the PSU Portion
of the Participant’s Account.




     (g)If a Participant should die before receiving all payments required to
be made hereunder with respect to his or her Account, any payments remaining to
be made at the date of the Participant’s death shall be made to the
Participant’s Beneficiary. Payments to the Beneficiary shall be made in the
same form, and at the same times, as the payments would have been made to the
Participant had he or she not died.




     (h)Notwithstanding any other provision in this
Section 8 to the contrary, payment with respect to any part or all of the
Participant’s Account balances may be made to the Participant on any date
earlier than the date on which such payment is to be made pursuant to such
other provisions of this Section 8 if (i) the Participant requests such early
payment and (ii) the Committee, in its sole discretion, determines that such
early payment is necessary to help the Participant meet an “unforeseeable
emergency” within the meaning of Section 1.457-2(h)(4) (or any successor
provision) of the federal income tax regulations. The amount that may be so
paid may not exceed the amount necessary to meet such emergency.




     (i) Notwithstanding any other provision in this Section 8 to the contrary,
the entire unpaid balance of a Participant’s Account shall become immediately
due and payable upon the occurrence of a Change in Control, as hereinafter
defined. Payment with respect to such balance shall be made in the form of a
single lump-sum payment. Payment shall be made as soon as practicable after
the occurrence of such Change in Control. Payment shall be made (A) in cash,
with respect to the balance of the Cash Portion of the Participant’s Account
and with respect to any fractional PSUs included in the balance of the PSU
Portion of the Participant’s Account (with the cash amount payable for such
fractional PSUs calculated on the basis of the Average Market Value of a share
of Common Stock on the last business day preceding the date of payment), and
(B) in shares of Common Stock, with respect to the number of whole PSUs
included in the balance of the PSU Portion of the Participant’s Account.




     For purposes of the foregoing, a “Change in Control” shall be deemed to
have occurred (x) when any entity, person (within the meaning of Section 14(d)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act)
(other than the Corporation or any of its subsidiaries, or any savings, pension
or other plan for the benefit of employees of the Corporation or any of its
subsidiaries), which theretofore was beneficial owner (as defined in Rule 13d-3
under the Exchange Act) of less than 20% of the then outstanding Common Stock
either (1) acquires shares of Common Stock in a transaction or series of
transactions that results in such entity, person or group directly or
indirectly






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owning beneficially 20% or more of the outstanding Common Stock, or (2)
acquires by proxy or otherwise the right to vote for the election of directors,
for any merger, combination or consolidation of the Corporation or any of its
subsidiaries, or for any other matter or question more than 20% of the then
outstanding voting securities of the Corporation (except where such acquisition
is made by a person or persons appointed by at least a majority of the Board of
Directors to act as proxy for any purpose); or (y) upon the election or
appointment, within a twelve-month period, of persons to the Board of Directors
who were not directors of the Corporation at the beginning of such twelve-month
period, and whose election or appointment was not approved by a majority of
those persons who were directors at the beginning of such period, where such
newly-elected or appointed directors constitute 20% or more of the members of
the Board of Directors.




     (j)There shall be deducted from the amount of any payment otherwise
required to be made under the Plan all federal, state and local taxes required
by law to be withheld with respect to such payment.




	9.	 	Designation and Change of Beneficiary





     Each Participant shall file with the Committee a written designation of
one or more persons as the Beneficiary who shall be entitled to receive any
amount, or any shares of Common Stock, payable under the Plan by reason of his
or her death. A Participant may, from time to time, revoke or change his or
her Beneficiary designation without the consent of any previously-designated
Beneficiary by filing a new designation with the Committee. The last such
designation received by the Committee shall be controlling; provided, however,
that no designation, or change or revocation thereof, shall be effective unless
received by the Committee prior to the Participant’s death, and in no event
shall it be effective as of a date prior to such receipt. If at the date of a
Participant’s death, there is no designation of a Beneficiary in effect for the
Participant pursuant to the provisions of this Section 9, or if no Beneficiary
designated by the Participant in accordance with the provisions hereof survives
to receive any amount payable under the Plan by reason of the Participant’s
death, the Participant’s estate shall be treated as the Participant’s
Beneficiary for purposes of the Plan.




	10.	 	Payments to Persons Other Than Participants





     If the Committee shall find that any Participant or Beneficiary to whom
any amount, or any shares of Common Stock, is payable under the Plan is unable
to care for his or her affairs because of illness, accident or legal
incapacity, then, if the Committee so directs, such amount, or such shares, may
be paid to such Participant’s or Beneficiary’s spouse, child or other relative,
an institution maintaining or having custody of such person, or any person
deemed by the Committee to be a proper recipient on behalf of such Participant
or Beneficiary, unless a prior claim therefor has been made by a duly-appointed
legal representative of the Participant or Beneficiary.




     Any payment made under this Section 10 shall be a complete discharge of
the liability of the Corporation with respect to such payment.






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	11.	 	Rights of Participants





     A Participant’s rights and interests under the Plan shall be subject to
the following provisions:




     (a)A Participant shall have the status of a general unsecured creditor of
the Corporation with respect to his or her right to receive any payment under
the Plan. The Plan shall constitute a mere promise by the Corporation to make
payments in the future of the benefits provided for herein. It is intended
that the arrangements reflected in this Plan be treated as unfunded for tax
purposes.




     (b)The Corporation may, but shall not be required to, establish a trust to
assist it in funding any of its payment obligations under the Plan. If any
such trust is established, all of the assets of the trust shall, at all times
prior to payment to Participants, remain subject to the claims of the
Corporation’s creditors; and no Participant or Beneficiary shall have any
preferred claim on, or any beneficial ownership interest in, any assets of the
trust. Any trust so established shall also contain such other terms and
provisions as will permit the trust to be treated as a “grantor trust”, of
which the Corporation is the grantor, within the meaning of subpart E, part I,
subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as
amended (or any successor provisions). If any such trust is established, the
Corporation shall be relieved of its obligation hereunder to pay any amounts or
shares of Common Stock to any Participant or Beneficiary, to the extent that
such amounts or shares are paid to the Participant or Beneficiary from such
trust.




     (c)A Participant’s rights to payments under the Plan shall not be subject
in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment, or garnishment by creditors of the Participant or his
or her Beneficiary.




	12.	 	Administration





     The Plan shall be administered by the Corporate Governance Committee of
the Board of Directors (the “Committee”) or its designees.




     All decisions, actions or interpretations of the Committee under the Plan
shall be final, conclusive and binding upon all parties.




     No member of the Committee shall be personally liable by reason of any
contract or other instrument executed by such member or on his or her behalf in
his or her capacity as a member of the Committee nor for any mistake of
judgment made in good faith, and the Corporation shall indemnify and hold
harmless each member of the Committee, and each employee, officer, or director
of the Corporation or any of its subsidiaries to whom any duty or power
relating to the administration or interpretation of the Plan may be delegated,
against any cost or expense (including counsel fees) or liability (including
any sum paid in settlement of a claim with the approval of the Board of
Directors) arising out of any act or omission to act in connection with the
Plan unless arising out of such person’s own fraud or bad faith.







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	13.	 	Amendment or Termination





     The Board of Directors may, with prospective or retroactive effect, amend,
suspend or terminate the Plan or any portion thereof at any time; provided,
however, that no amendment of the Plan shall deprive any Participant of any
rights to receive payment of any amounts or shares of Common Stock due him or
her under the terms of the Plan as in effect prior to such amendment without
his or her written consent.




     Any amendment that the Board of Directors would be permitted to make
pursuant to the preceding paragraph may also be made by the Committee where
appropriate to facilitate the administration of the Plan or to comply with
applicable law or any applicable rules and regulations of governing
authorities, provided that the cost of the Plan to the Corporation is not
materially increased by such amendment.




	14.	 	Successor Corporation





     The obligations of the Corporation under the Plan shall be binding upon
any successor corporation or organization resulting from the merger,
consolidation or other reorganization of the Corporation, or upon any successor
corporation or organization succeeding to substantially all of the assets and
business of the Corporation. The Corporation agrees that it will make
appropriate provision for the preservation of Participants’ rights under the
Plan in any agreement or plan which it may enter into or adopt to effect any
such merger, consolidation, reorganization or transfer of assets.




	15.	 	Effective Date





     The Plan shall be effective October 1, 1996, subject, however, to approval
by the holders of a majority of the outstanding shares of Common Stock of the
Corporation entitled to vote thereon at the first meeting of the Corporation’s
shareholders to be held after such date.




	16.	 	Governing Law





     The provisions of the Plan shall be governed by and construed in
accordance with the laws of the State of New York.






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