exv10w1



 




Exhibit 10.1




SECOND AMENDMENT TO RETIREMENT AND SEPARATION AGREEMENT



This Second Amendment to Retirement and Separation Agreement (“Second
Amendment”) is entered into as of December 1, 2003 between John Cole, (“Cole”)
and Avnet, Inc. (“Avnet” or “the Company”).



WHEREAS, Cole and Avnet entered into a Retirement and Separation Agreement as
of November 1, 2002 (the “Agreement”);



WHEREAS, Cole and Avnet entered into an Amendment to Retirement and Separation
Agreement as of August 31, 2003;



WHEREAS, Cole and Avnet desire to amend the Agreement and Amendment to delay
the Effective Date of Cole’s retirement;



NOW, THEREFORE, in consideration of the mutual promises contained in the
Agreement, the Amendment and in this Second Amendment, Cole and the Company
agree to the following:




	1.	 	Paragraph 1 of the Agreement and Amendment are deleted and replaced with
the following:





	 		 	“Cole’s employment with the Company shall terminate effective February 28,
2007 (the “Effective Date”). Cole’s employment status until the Effective
Date will be that of a regular full-time employee with eligibility for
normal company benefits except as specified below. On February 28, 2007,
Cole’s employment will terminate and will be coded in the company’s
records as a retirement.






	2.	 	Paragraphs 2 (a), (b), (c), (d), (h) and (i) of the Agreement and
Amendment are deleted and replaced with the following:





	 	a.	 	Between the date on which the Agreement and Amendments thereto
are fully executed and February 29, 2004, Cole will continue to work
on a full-time regular basis. On March 1, 2004, Cole will resign his
position as Controller of Avnet, Inc. From March 1, 2004 through the
Effective Date, Cole will not be assigned regular duties and will not
be required to report to work. Cole’s status will be “on-call”
status and the Company may contact Cole on a periodic basis to answer
questions and provide necessary assistance.






	 	b.	 	Cole will be paid through February 29, 2004 at his current base
rate of pay of $166,000 per year and will receive payment for all
accrued vacation and unused floating holidays as a lump sum. No
vacation or floating holidays shall accrue after February 29, 2004.






	 	c.	 	Effective March 1, 2004 through February 28, 2007, Cole’s
salary will be reduced to an annual rate of $69,167 per year, to be
paid on a bi-weekly basis. The length of salary continuation and
term of employment may be shortened at Cole’s option, but the total
payment commitment of $207,500 for the period from March 1, 2004
through February 28, 2007 will not be changed.






	 	d.	 	Cole will continue to be eligible for participation in Avnet
benefit programs in effect for Avnet’s U.S. based employees and the
Company will continue to deduct the normal medical and dental
employee contributions based on the cost sharing arrangement in place
from time







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	 		 	to time through the Effective Date. Thereafter, Cole will become
eligible for normal COBRA medical/dental coverage continuation and
Avnet will reimburse Cole for the entire cost of Cole’s medical/dental
premium until February 28, 2008.






	 	h.	 	Cole is currently vested in the Executive Officers’
Supplemental Life Insurance and Retirement Benefits Plan and will
receive credit for 100% of a normal benefit based on employment
through February 29, 2007 at the average of the highest two years
compensation rate of $166,000 per year. This is a non-forfeitable
benefit; and in the event Cole passes away after his employment
terminates and before the benefit commences, it will be paid to his
surviving spouse and/or estate.






	 	i.	 	All existing stock options continue to vest during Cole’s
employment and can be exercised at any time up until 90 days after
his retirement (by May 29, 2007), with the exception of Cole’s
September 27, 2001 stock option grant (1999 stock option plan) which
continues to vest and will remain exercisable for up to five years
after retirement, but in any event, not longer than 10 years after
the grant date. Cole will be required to sign a two-year non-compete
agreement to preserve his entitlement with respect to the September
27, 2001 option grant.






	3.	 	Paragraphs 3 through 12 of the Agreement remain unchanged.




PLEASE READ CAREFULLY. Carefully consider all provisions of the Agreement and
this Amendment before signing it. THE AGREEMENT, THE AMENDMENT AND THIS SECOND
AMENDMENT INCLUDE A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.




	 	 	 
	 	 	
/s/ John Cole



	 	 	
John Cole
	 	 	 
	 	 	
Avnet, Inc.
	 	 	 
	 	 	
By /s/ Raymond Sadowski



	 	 	
Raymond Sadowski
	 	 	
Senior Vice President & Chief Financial Officer








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