Exhibit 10.1


 


AVNET, INC.

2021 STOCK COMPENSATION AND INCENTIVE PLAN


 


Article 1

PURPOSE OF THE PLAN


 


The Avnet, Inc. 2021 Stock Compensation
and Incentive Plan is intended to advance the interests of the Company by helping Avnet and its Subsidiaries to attract, retain, and appropriately
motivate high caliber persons to serve as Eligible Employees and Non-Employee Directors, and by providing incentives to Eligible Employees
and Non-Employee Directors that are consistent with the shareholders’ interest in maximizing the value of Avnet’s Stock.


 


Article 2

DEFINITIONS


 


The following terms, when used in capitalized
form, shall have the meanings set forth below:


 


2.1. “Administrator”
means—


 


(a) with respect
to each Award granted to an Eligible Employee, the Committee; and


 


(b) with respect
to each Award granted to a Non-Employee Director, the Independent Directors.


 


2.2. “Agreement”
means the document (written or electronic) that evidences an Award granted hereunder and sets forth the material terms thereof, including
any addendum thereto. Each Agreement shall be in such form as prescribed or approved by the Administrator.


 


2.3. “Avnet”
means Avnet, Inc.


 


2.4.  “Award”
means a grant under the Plan of an Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Share Unit,
Other Stock Unit Award, or Executive Incentive Performance Award, as evidenced by an Agreement.


 


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


 


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


 


(a) 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 more than 50% of either: (A) the
then outstanding shares of Stock or (B) the combined voting power of the then outstanding voting securities of Avnet entitled to
vote generally in the election of Directors; provided, however, that the following transactions shall not constitute a Change in Control
under this subsection (a): (i) any acquisition directly from Avnet (excluding an acquisition by virtue of the exercise of a conversion
privilege), (ii) any acquisition by Avnet or an entity controlled by Avnet, or (iii) an acquisition by any employee benefit
plan (or related trust) sponsored or maintained by Avnet or any entity controlled by Avnet; or


 


(b) the individuals
who, as of the date of the 2021 annual meeting of Avnet’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 an individual who becomes a Director subsequent to the Determination Date shall be treated as a member of the Incumbent
Board if (i) his election, or nomination for election by Avnet’s stockholders, was approved by a vote of at least a majority
of the Directors then comprising the Incumbent Board, and (ii) his initial assumption of office does not occur as a result of an
actual or threatened solicitation of proxies or consents by or on behalf of a Person other than a majority of the then Incumbent Board; or


 






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(c) a complete
liquidation or dissolution of Avnet, or the sale or other disposition of all or substantially all of the assets of Avnet (in one or more
transactions).


 


Solely with respect
to any Award that constitutes “deferred compensation” subject to Section 409A of the Code and that is payable on account
of a Change in Control (including any installments or stream of payments that are accelerated on account of a Change in Control), a Change
in Control shall occur only if such event also constitutes a "change in the ownership", "change in effective control",
and/or a "change in the ownership of a substantial portion of assets" of the Company as those terms are defined under Treasury
Regulation Section 1.409A-3(i)(5), but only to the extent necessary to establish a time or form of payment that complies with Section 409A
of the Code, without altering the definition of Change in Control for purposes of determining whether a Participant's rights to such Award
become vested or otherwise unconditional upon the Change in Control.


 


2.7. “CEO”
means the Chief Executive Officer of Avnet.


 


2.8. “Code”
means the Internal Revenue Code of 1986, as amended.


 


2.9. “Committee”
means the Compensation Committee of the Board of Directors, which shall consist of three or more Non-Employee Directors appointed by the
Board of Directors. No individual who is not a “non-employee director” within the meaning of Rule 16b-3 shall serve as
a member of the Committee.


 


2.10.  “Company”
means Avnet and all its Subsidiaries.


 


2.11. “Disability”
means a “permanent and total disability” within the meaning of Section 22(e)(3) of the Code.


 


2.12. “Eligible
Employee” means an employee of Avnet or of any of its Subsidiaries. The term “Eligible Employee” shall also include
an individual 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 a capital-raising transaction or services that directly or indirectly promote or maintain a market
for Avnet’s securities.


 


2.13. “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


2.14. “Executive
Incentive Performance Award” or “EIP Award” means a performance-based cash award granted pursuant to Article 11.


 


2.15. “Executive
Officer” means an employee designated by Avnet as an executive officer under Rule 16b-3.


 


2.16. “Fair
Market Value” means, with respect to any date, the closing price (as reported for the Nasdaq Composite Index) at which shares
of Stock 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), or such other price as determined by the Committee in accordance with applicable law.


 


2.17. “Grant
Date” means, with respect to granting an Award or modification of an outstanding Award, the date on which the material terms
of the Award (including the number of shares covered by the Award, the conditions for vesting, lapse of the Period of Restriction, and
exercise, and the purchase price, if any) are established and all action constituting the making or modification of such Award is completed,
without regard to (a) the date on which the applicable Agreement is executed or (b) whether such Award or modification is subject
to future shareholder approval or other conditions. The Grant Date for any Award shall not occur before the recipient of the Award becomes
an Eligible Employee or Non-Employee Director, as applicable.


 






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2.18. “Incentive
Stock Option” or “ISO” means an Option intended to qualify as an “incentive stock option” under
Section 422 of the Code.


 


2.19. “Independent
Directors” means members of the Board of Directors acting as a group, each of whom satisfies Avnet’s “Director Independence
Standards.”


 


2.20. “Non-Employee
Director” means a Director who is not an Eligible Employee.


 


2.21. “Option”
means an Award granted pursuant to Article 5. In general, an Option gives the recipient the right to purchase a specified number
of shares, which may be vested shares or Restricted Stock, at a specified price during a specified term, subject to the terms and conditions
of the applicable Agreement.


 


2.22. “Optionee”
means a person who, at the time in question, holds an Option that then remains unexercised in whole or in part, has not been surrendered,
and has not expired or terminated. The term “Optionee” also includes any Successor Optionee.


 


2.23. “Other
Stock Unit Award” means a full value Award (i.e., not an Option, SAR, or other appreciation award) granted pursuant to
Article 10.


 


2.24. “Participant”
means an Eligible Employee or Non-Employee Director who has been granted an Award hereunder.


 


2.25. “Performance
Criteria” means any of the following criteria as related to Avnet, any Subsidiary, or any division or other area of Avnet or
a Subsidiary:


 


(a) Economic
profit; economic value added; price of Stock; total stockholder return; revenues; sales; sales productivity; sales growth; net income;
operating income; gross profit; earnings per share; return on equity; return on investment; return on capital employed; cash flow; operating
margin; gross margin; operating unit contribution; achievement of annual operating profit plans; debt level; market share; net worth;
or other similar financial performance measures as may be determined by the Committee; or


 


(b) Strategic
business criteria consisting of one or more objectives based on meeting specified market penetration or market share; geographic business
expansion; objective customer satisfaction goals; objective goals relating to divestitures, joint ventures, mergers, acquisitions, and
similar transactions; implementation or completion of specified projects or processes strategic or critical to the Company’s business
operations; individual business objectives; objective measures of brand recognition/acceptance; performance achievements on designated
projects or objectives; objective measures of regulatory compliance; objective measures of environmental, social and corporate governance;
successful completion of internal or external audits; successful integration of business units; successful hiring, diversity, equity and
inclusion initiatives, retention of talent, or other succession planning; or objective measures of employee engagement and satisfaction.


 


In addition, Performance Criteria may
include any other criteria selected by the Committee.


 


2.26. “Performance
Objectives” means, for any Award that is contingent in whole or in part on achievement of performance objectives, the objectives
or other performance levels with respect to specified Performance Criteria that are measured over a Performance Period for the purpose
of determining the amount of such Award and/or whether such Award is granted or vested.


 


2.27. “Performance
Period” means a period over which achievement of Performance Objectives is measured, as set forth in the applicable Agreement.


 






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2.28. "Performance
Share Unit” means an Award granted pursuant to Article 9. In general, a Performance Share Unit gives the recipient a contractual
right to receive a target number of shares of Stock or cash upon the attainment of specified Performance Objectives.


 


2.29. “Period
of Restriction” means the period during which the transfer of shares of Restricted Stock is restricted, pursuant to Article 7.


 


2.30. “Plan”
means the Avnet, Inc. 2021 Stock Compensation and Incentive Plan, as set forth herein and as amended from time to time.


 


2.31. “Restricted
Stock” means an Award of Stock granted pursuant to Article 7. In general, Restricted Stock is Stock that, during a Period
of Restriction, is subject to a substantial risk of forfeiture and restrictions against sale or other transfer.


 


2.32. “Restricted
Stock Unit” means an Award granted pursuant to Article 8. In general, a Restricted Stock Unit gives the recipient a contractual
right to receive cash or shares of Stock upon the attainment of specified vesting conditions.


 


2.33. “Rule 16b-3”
means SEC Rule 16b-3 promulgated under the Exchange Act.


 


2.34. “Securities
Act” means the Securities Act of 1933, as amended.


 


2.35. “Stock”
means, subject to the adjustment provisions set forth in Article 13, Avnet’s $1.00 par value common stock.


 


2.36. “Stock
Appreciation Right” or “SAR” means an Award granted pursuant to Article 6. In general, a Stock Appreciation
Right gives the recipient the right to receive, upon exercise of the Award, an amount equal to the excess of the Fair Market Value of
the shares of Stock with respect to which the SAR is being exercised (determined as of the exercise date) over the exercise price set
forth in the Agreement.


 


2.37. “Subsidiary”
means a corporation in which Avnet directly or indirectly owns more than 50% of the total combined voting power of all classes of capital
stock.


 


2.38. “Successor
Optionee” means any person who, under the provisions of Article 5, has acquired from an Optionee the right to exercise
an Option, for so long as such Option remains unexercised in whole or in part, and has not been surrendered, exercised, or terminated.


 


Article 3

SHARES RESERVED FOR THE PLAN


 


3.1.
  General Limitations. Subject to the adjustment provisions set forth in Article 13, the maximum number of shares
of Stock that may be delivered pursuant to the exercise of Awards granted under the Plan shall be 2,5000,000 shares. All such shares shall
be available for any type of Award, including Incentive Stock Options. At no time shall there be outstanding Awards under the Plan covering
more than such maximum number of shares less the aggregate of the shares of Stock previously delivered pursuant to the exercise of Options
(including the shares of Stock previously covered by Options surrendered in connection with the exercise of SARs), the shares of Stock
with respect to which stock-settled SARs have been exercised (without regard to the number of shares of Stock issued upon settlement of
such SARs), and the shares of Stock previously delivered pursuant to the vesting of Restricted Stock, Restricted Stock Units, Performance
Share Units, and Other Stock Unit Awards. The shares of Stock authorized hereunder shall be in addition to the shares of Stock authorized
for grant under the Avnet, Inc. 2016 Stock Compensation Plan (the “2016 Plan”), which shall continue to be available
for grant under the 2016 Plan. Shares of Stock subject to Awards may consist of authorized but unissued shares of Stock and/or shares
of Stock held in Avnet’s treasury.


 






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3.2.
Individual Limitations. No individual may be granted Awards in any calendar year for more than 1,000,000 shares in the aggregate
(including Options, SARs, Restricted Stock, Restricted Stock Units, Performance Share Units, and other equity-based awards). Awards granted
to an individual in a calendar year may consist of a single type (e.g., Options) or a mix of types, as long as the aggregate share
limit for the year is not exceeded. In addition, no Non-Employee Director may be granted Awards covering shares with a value at the time
of grant of more than $1 million in any calendar year; provided, however, that Awards covering shares with a value of up to $2
million may be granted to a Non-Employee Director during the calendar year in which the Non-Employee Director first joins the Board of
Directors or is first designated as Chairman of the Board of Directors or Lead Director.


 


3.3. Termination
and Expiration of Awards. If an Award is canceled, forfeited, expired or otherwise terminates or is settled without delivery of shares
of Stock, whether in whole or in part, the number of shares of Stock covered by such Award immediately before such cancellation, forfeiture,
expiration, termination, or settlement shall thereupon be added back to the number of shares of Stock otherwise available for further
grants of Awards hereunder; provided, however, that the following transactions involving shares of Stock shall not result in shares of
Stock becoming available for subsequent Awards: (a) Stock tendered or withheld in payment of the exercise price of an Option; (b) Stock
tendered or withheld for taxes; (c) Stock that was subject to a stock-settled SAR or an Option that was related to a SAR and was
not issued upon the settlement or exercise of such SAR; and (d) Stock repurchased by the Company with the proceeds of an Option exercise.


 


Article 4

ADMINISTRATION OF THE PLAN


 


4.1. Plan Administration.
This Plan shall be administered by the Administrator. The Administrator shall have full and exclusive power to: (a) construe and
interpret the Plan; (b) establish and amend rules and regulations for the administration of the Plan; (c) correct any defect,
remedy any omission, and reconcile any ambiguity or inconsistency in the Plan or any Award in the manner and to the extent it deems necessary
or desirable to carry out the intent of the Plan and such Award; and (d) certify the level as to which each Performance Objective
was attained. Subject to Section 4.6, the Administrator may delegate some or all of its authority under the Plan (including powers
not referenced in this Section 4.1) to one or more Company officers, to the extent permitted by and not inconsistent with any requirements
of applicable law.


 


4.2.
Committee’s Authority to Grant Awards. In addition to the powers enumerated in Section 4.1 (and without limiting the
generality thereof), the Committee shall have plenary authority and 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 (or for Awards denominated
in cash, the dollar amount) to be covered by each such Award, and the terms and conditions upon which each such Award may be exercised
(in each case, to the extent not inconsistent with the provisions of this Plan). Subject to the requirements of the Plan, the terms and
conditions prescribed or approved for any Award granted by the Committee (as reflected in the applicable Agreement) shall be entirely
within the discretion of the Committee.


 


4.3. Independent
Directors’ Authority to Grant Awards. In addition to the powers enumerated in Section 4.1 (and without limiting the generality
thereof), the Independent Directors shall have plenary authority and 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 (or for Awards
denominated in cash, the dollar amount) to be covered by each such Award, and the terms and conditions upon which each such Award may
be exercised (in each case, to the extent not inconsistent with the provisions of this Plan); provided that (a) no Director shall
participate in any action taken with respect to an Award granted or to be granted to such Director, unless the same action is contemplated
for all similarly situated Directors, and (b) no Award shall be granted to a Non-Employee Director unless such grant is approved
by a majority of the Independent Directors. Subject to the requirements of the Plan, the terms and conditions prescribed or approved for
any Award granted by the Independent Directors (as reflected in the applicable Agreement) shall be entirely within the discretion of the
Independent Directors.


 






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4.4. Actions
of the Committee. 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.


 


4.5. Reporting.
The Committee shall provide reports as may from time to time be prescribed by the Board of Directors.


 


4.6. CEO Authority
to Grant Awards. The CEO shall have authority to make Awards to Eligible Employees who are not Executive Officers, including Eligible
Employees who are promoted to Executive Officer positions, subject to such limits, if any, as the Committee may impose. The CEO shall
have plenary authority and discretion to determine the time or times at which Awards that the CEO is authorized to grant shall be granted,
the Eligible Employees to whom such Awards shall be granted, the number of shares of Stock (or for Awards denominated in cash, the dollar
amount) to be covered by each such Award, and the terms and conditions upon which each such Award may be exercised (in each case, to the
extent not inconsistent with the provisions of this Plan).


 


4.7. Determining
Amount Payable. With respect to any Award that is conditioned in whole or in part on the achievement of Performance Objectives, the
Administrator shall determine the extent to which the applicable Performance Objectives were achieved and shall have discretion to reduce
the amount that becomes vested or payable upon achievement of such Performance Objectives.


 


4.8. Decisions
of the Administrator. All determinations and decisions made by the Administrator pursuant to the provisions of the Plan shall be final,
conclusive, and binding upon all persons and the Company, except to the extent that 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 By-laws of Avnet to be approved
by the Board of Directors or shareholders.


 


4.9. Law Compliance.
Notwithstanding any other provision of the Plan, the Administrator may impose such conditions on any Award, and the Board of Directors
may amend the Plan in any such respects, as the Administrator or the Board of Directors determines is necessary or desirable to avoid
adverse consequences under Rule 16b-3, Section 162(m) of the Code, Section 409A of the Code, Section 280G of
the Code, or any other applicable law; and the Plan shall be construed consistently with the intent to avoid adverse consequences under
applicable law.


 


Article 5

OPTIONS


 


5.1. Grant.
The Committee (and the CEO to the extent permitted by Section 4.6) may grant Options to Eligible Employees, and the Independent Directors
may grant Options to Non-Employee Directors.


 


5.2. Exercise
Price. The price per share at which Stock subject to an Option may be purchased shall be set forth in the Agreement. In no event shall
such exercise price be less than 100% of the Fair Market Value of the Stock on the Grant Date.


 


5.3.
Term. The term of each Option granted under the Plan shall be set forth in the Agreement; provided, however, that in no
event shall an Option be exercisable after the day before the tenth (10th) anniversary of the Grant Date. Unless sooner forfeited
or otherwise terminated pursuant to the terms hereof or of the Agreement, each Option granted under the Plan shall expire at the end of
its term, and the term may not be extended. No Option may be exercised after the expiration of its term.


 






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5.4. Exercisability
(Vesting). Each Option granted under the Plan shall be subject to the vesting conditions set forth in the Agreement; provided, however,
that the exercisability of any Option may be accelerated to the extent permitted by Section 12.2 (Acceleration of Vesting). Subject
to Section 12.2, an Option shall become vested no faster than pro rata over the three (3) year period that starts on the Grant
Date. Subject to the provisions of the Agreement, each Option granted under the Plan that has become exercisable pursuant to this Section 5.4
shall remain exercisable thereafter until the expiration of its term as described in Section 5.3.


 


5.5. Exercise.
To the extent that an Option has become exercisable in accordance with Section 5.4, such Option may be exercised by notice to Avnet,
in a form approved by Avnet, stating the number of shares of Stock with respect to which such Award is being exercised, accompanied by
payment in full therefor as described below. After receipt of such notice and payment, subject to Section 12.6 (Registration of Shares),
Avnet shall record the stock transfer on its books and records without the need to issue a physical certificate. The payment due upon
exercise of an Option may be made in any form permitted by the Administrator. The permitted forms of payment may (but are not required
to) include (a) check (certified, if so required by Avnet); (b) shares of Stock with a fair market value, at the date of receipt
by Avnet, equal to the aggregate exercise price (plus withholding, if applicable); (c) a combination of subsections (a) and
(b) of this Section 5.5; (d) having Avnet retain from the Stock otherwise issuable upon exercise of the Option a number
of shares of Stock having a fair market value equal to the exercise price of the Option (plus withholding, if applicable); (e) to
the extent permitted by applicable law, by delivering a properly executed exercise notice, together with irrevocable instructions to a
broker to promptly deliver to Avnet the exercise price and to deliver to the Participant the net amount of shares received upon exercise
(after subtracting the exercise price, withholding, and any broker fee); or (f) any other manner acceptable to the Administrator.


 


5.6. General
Modification Rules; Limits on Repricing. The Administrator may, for such consideration (if any) as it may deem adequate and with the
prior consent of the Optionee, modify the terms of any outstanding Option; provided, however, that except to the extent permitted by Section 5.8,
no Option may be repriced, replaced, or regranted through cancellation, or by lowering the exercise price of such Option, and no Option
with an exercise price that exceeds the Fair Market Value of a share of Stock shall be exchanged for a cash payment, without shareholder
approval.


 


5.7.
Dividend Rights. Participants in whose name Options are granted shall not be entitled to receive dividends or other distributions
with respect to shares of Stock underlying such Options prior to the exercise of such Options.


 


5.8. Special
Modification in the Event of a Corporate Transaction. In the event of a corporate transaction (within the meaning of Treas. Reg. § 1.424-1(a)(3)),
the Administrator may provide for the assumption or substitution of outstanding Options, provided that the requirements of Treas. Reg.
 § 1.424-1(a) are satisfied with respect to Incentive Stock Options, and the requirements of Treas. Reg. § 1.409A-1(b)(v)(D) are
satisfied with respect to all other Options.


 


5.9. Special
Rules for Incentive Stock Options (“ISOs”). ISOs shall be subject to the requirements of Section 422 of the
Code, including the following (all of which shall be interpreted consistent with the intent to comply with the requirements of Section 422
of the Code and not to impose any restrictions that are not required by Section 422):


 


(a) Shares
Available for ISO Grants. All shares of Stock authorized for Awards under Article 3 are available to be issued through ISOs;
provided, however, that to the extent required by Section 422 of the Code, canceled Awards shall continue to be counted against the
number of shares available.


 


(b) Optionee
Must Be an Employee. No ISO shall be granted to any individual who is not an employee of Avnet or a Subsidiary.


 


(c)  Special
Rules for 10% Owners. An Incentive Stock Option shall not be granted to an individual who, immediately before the time the Option
is granted, owns shares of Stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of
Avnet, unless the Agreement for such Incentive Stock Option provides that (i) the exercise price is no less than one hundred and
ten percent (110%) of the Fair Market Value of the Stock on the Grant Date (determined in accordance with Treas. Reg. § 1.422-2(f)(1)),
and (ii) the Option expires no later than the fifth (5) anniversary of the Grant Date.


 






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Article 6

STOCK APPRECIATION RIGHTS (“SARs”)


 


6.1. Grant.
The Committee (and the CEO to the extent permitted by Section 4.6) may grant SARs to Eligible Employees, and the Independent Directors
may grant SARs to Non-Employee Directors. Each SAR may be free-standing or related to all or part of an Option. In the discretion of the
Administrator, a SAR related to an Option may be granted at any time before the related Option is exercised, expires, is terminated, or
is surrendered, and may be modified when the related Option is modified.


 


6.2. Exercise
Price. The exercise price per share for each free-standing SAR granted under the Plan shall be set forth in the Agreement. In no event
shall the exercise price be less than 100% of the Fair Market Value of the Stock on the Grant Date.


 


6.3.
Term. The term of each SAR granted under the Plan shall be set forth in the Agreement; provided, however that in no event
shall a SAR be exercisable after the day before the tenth (10th) anniversary of the Grant Date. Unless sooner forfeited or
otherwise terminated pursuant to the terms hereof or of the Agreement, each SAR granted under the Plan shall expire at the end of its
term, and the term may not be extended. No SAR may be exercised after the expiration of its term.


 


6.4.
Exercisability (Vesting). Each SAR granted under the Plan shall be subject to the vesting conditions set forth in the Agreement;
provided, however, that (a) the exercisability of any SAR may be accelerated to the extent permitted by Section 12.2 (Acceleration
of Vesting), and (b) if a SAR relates to all or part of an Option, such SAR shall be exercisable only to the extent that the related
Option is exercisable. Subject to Section 12.2, a SAR shall become vested no faster than pro rata over the three (3) year period
that starts on the Grant Date. Subject to the provisions of the Agreement, each SAR that is exercisable pursuant to this Section 6.4
shall remain exercisable thereafter until the expiration of its term as described in Section 6.3.


 


6.5. Exercise.
To the extent that a SAR has become exercisable in accordance with Section 6.4, such SAR may be exercised in accordance with the
procedures set forth in Section 5.5 (Exercise), but without the requirement to make a payment therefor. If the SAR is related to
all or part of an Option, the Optionee must provide with the exercise notice an instrument effecting the surrender of the related portion
of the Option. Each SAR may be settled in shares of Stock, cash, or a combination of cash and shares (provided that shares of Stock underlying
any SAR that is settled in cash shall not be available to be issued in a future Award). No fractional shares shall be issued; any amount
that would have been payable in fractional shares shall be paid in cash.


 


6.6. Other Conditions.
The Administrator (or its designee) may impose any other conditions upon the exercise of SARs. Such conditions may govern the right to
exercise SARs granted before the adoption or amendment of such conditions as well as SARs granted thereafter.


 


6.7.
Dividend Rights. Participants in whose name SARs are granted shall not be entitled to receive dividends or other distributions
with respect to shares of Stock underlying such SARs.


 






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6.8. Modification
and Cancellation Rules. The modification and cancellation rules and restrictions set forth in Sections 5.6 (General Modification
Rules) and 5.8 (Special Modification in the Event of a Corporate Transaction) shall also apply with respect to SARs.


 


Article 7

RESTRICTED STOCK


 


7.1. Grant.
The Committee (and the CEO to the extent permitted by Section 4.6) may grant Restricted Stock to Eligible Employees, and the Independent
Directors may grant Restricted Stock to Non-Employee Directors. The number of shares granted pursuant to any Restricted Stock Award, and
the purchase price (if any), shall be set forth in the Agreement.


 


7.2. Restrictions.
During the Period of Restriction set forth in the applicable Agreement, shares of Restricted Stock shall not be sold, transferred, pledged,
assigned, exchanged, encumbered, alienated, hypothecated, or otherwise disposed of. Except as otherwise provided in the Agreement, if
a Participant‘s employment or other service with the Company terminates before the end of the Period of Restriction for any shares
of Restricted Stock, all such restricted shares shall be forfeited, and all rights of the Participant with respect to such shares of Stock
shall immediately terminate without any payment or other consideration therefor; provided that if the Participant paid for any of the
forfeited shares, the Company shall refund the purchase price (without interest or any other earnings). Any forfeited shares of Restricted
Stock that had been delivered to, or held in custody for, a Participant shall be returned to Avnet, accompanied by any instrument of transfer
requested by Avnet.


 


7.3. Lapse of
Period of Restriction (Vesting). The Period of Restriction for each Award of Restricted Stock shall lapse only upon satisfaction of
conditions set forth in the Agreement. Such conditions may be based on (a) continued service to Avnet or a Subsidiary for a specified
period, (b) achievement of Performance Objectives, or (c) a combination of (a) and (b). Subject to Section 12.2, the
Period of Restriction for any Award of Restricted Stock shall lapse no faster than pro rata over the three (3) year period that starts
on the Grant Date.


 


7.4. Settlement
of Restricted Stock. Shares of Restricted Stock shall become freely transferable immediately following the last day of the Period
of Restriction. As soon as practicable after the Period of Restriction lapses, Avnet shall record the stock transfer on its books and
records without the need to issue a physical certificate.


 


7.5.
Voting Rights. 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.


 


7.6.
Dividend Rights. 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 such Restricted Stock Awards, as set forth in this Section 7.6.
Dividends paid in cash shall be automatically reinvested in additional shares of Restricted Stock at a purchase price per share equal
to the Fair Market Value of a share of Stock on the date such dividend is paid; provided, however, that fractional shares shall not be
issued. Any amount that would have been invested in a fractional share shall be payable to the Participant in cash when the Period of
Restriction for the underlying shares lapses. All additional shares of Stock received by a Participant in respect of a dividend or other
distribution on Restricted Stock, whether through reinvestment or through a dividend or other distribution paid in shares of Stock, shall
be subject to the same restrictions (for the same Period of Restriction) as the Restricted Stock with respect to which they were received;
and the right to receive cash with respect to any fractional share shall be subject to forfeiture until the Period of Restriction for
the underlying shares lapses.


 


7.7. Foreign
Laws. Notwithstanding any other provision of the Plan, if Restricted Stock is to be awarded to a Participant who is subject to the
laws, including the tax laws, of any country other than the United States, the Committee may, in its discretion, direct Avnet to sell,
assign, or otherwise transfer the Restricted Stock to a trust or other entity or arrangement, rather than grant the Restricted Stock directly
to the Participant.


 






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Article 8

RESTRICTED STOCK UNITS


 


8.1. Grant.
The Committee (and the CEO to the extent permitted by Section 4.6) may grant Restricted Stock Units to Eligible Employees, and the
Independent Directors may grant Restricted Stock Units to Non-Employee Directors. The number of shares of Stock underlying any Restricted
Stock Unit Award shall be set forth in the Agreement.


 


8.2. Vesting.
An Award of Restricted Stock Units shall be subject to vesting conditions set forth in the applicable Agreement. Such vesting conditions
may be based on (a) continued service to Avnet or a Subsidiary for a specified period, (b) achievement of Performance Objectives,
or (c) a combination of (a) and (b). Subject to Section 12.2, a Restricted Stock Unit Award shall become vested no faster
than pro rata over the three (3) year period that starts on the Grant Date.


 


8.3. Settlement
of Restricted Stock Units. Subject to Section 12.6 (Registration of Shares), as soon as practicable after any Restricted Stock
Unit becomes vested, Avnet shall transfer to the Participant one share of Stock for each such vested Restricted Stock Unit, cash in lieu
of shares of Stock, or a combination of cash and shares of Stock. No fractional shares shall be issued with respect to vesting of Restricted
Stock Units.


 


8.4.
Dividend Rights. Participants in whose name Restricted Stock Units are granted shall not be entitled to receive dividends
or other distributions with respect to shares of Stock underlying such Restricted Stock Unit, unless the Agreement provides otherwise.
Any right to receive dividends or other distributions shall be subject to the same vesting conditions and risk of forfeiture as the Restricted
Stock Units with respect to which such right is granted, and all dividends and distributions shall be paid when the applicable Restricted
Stock Units are settled.


 


Article 9

Performance Share Units


 


9.1. Grant.
The Committee (and the CEO to the extent permitted by Section 4.6) may grant Performance Share Units to Eligible Employees, and the
Independent Directors may grant Performance Share Units to Non-Employee Directors. The target and maximum number of Shares deliverable
upon achievement of the applicable Performance Objectives shall be set forth in the Agreement.


 


9.2. Vesting.
Vesting of Performance Share Units shall be conditioned upon the achievement of specified Performance Objectives over a specified Performance
Period, and such other conditions as are set forth in the Agreement. Subject to Section 12.2, Awards of Performance Share Units shall
become vested no faster than pro rata over the three (3) year period that starts on the Grant Date.


 


9.3. Settlement
of Performance Shares. After Performance Share Units become vested, Avnet shall transfer to the Participant shares of Stock or cash,
or a combination of cash and shares of Stock, corresponding to the vested amount (determined after taking into account the Administrator’s
discretion to reduce the amount payable upon achievement of Performance Objectives). No fractional shares shall be issued with respect
to vesting of Performance Share Units.


 


9.4. Dividend
Rights. Participants in whose name Performance Share Units are granted shall not be entitled to receive dividends or other distributions
with respect to shares of Stock underlying such Performance Share Units, unless the Agreement provides otherwise. Any right to receive
dividends or other distributions shall be subject to the same vesting conditions and risk of forfeiture as the Performance Share Units
with respect to which such right is granted, and all dividends and distributions shall be paid when the applicable Performance Share Units
are settled.


 






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Article 10 

OTHER STOCK UNIT AWARDS


 


10.1. Grant.
The Committee (and the CEO to the extent permitted by Section 4.6) may grant Other Stock Unit Awards to Eligible Employees, and the
Independent Directors may grant Other Stock Unit Awards to Non-Employee Directors. Each Other Stock Unit Award may be granted as a stand-alone
Award or in connection with another Award made under the Plan, and may be in the form of Stock or other securities. The number of shares
of Stock or other securities underlying any Other Stock Unit Award shall be set forth in the Agreement.


 


10.2. Amount
of Award. The value of each Other Stock Unit Award shall be based, in whole or in part, on the value of the underlying Stock or other
securities. The Agreement may provide that an Other Stock Unit Award may provide to the Participant (a) dividends or dividend equivalents
and (b) cash payments in lieu of or in addition to an Award.


 


10.3. General
Rules for Other Stock Unit Awards. Subject to the requirements of the Plan, including this Section 10.3, the terms, restrictions,
conditions, vesting requirements, and payment rules of an Other Stock Unit Award (collectively, the “Rules”) shall be
set forth in the Agreement. The Rules for each Other Stock Unit Award need not be consistent from one Other Stock Unit Award to another.


 


(a)  An
Other Stock Unit Award shall be subject to vesting conditions set forth in the applicable Agreement, which may be based on any criterion
permitted by Section 8.2 (Vesting). Subject to Section 12.2, the minimum vesting period required by Section 8.2 shall also
apply for Other Stock Unit Awards; provided that the minimum vesting period shall not apply for full value awards granted to Non-Employee
Directors.


 


(b)  An Other
Stock Unit Award may be contingent on the payment of cash consideration by the Participant or may provide for delivery of the Award, and
any Stock or other securities issued in conjunction with the Award, without any payment of cash consideration.


 


(c)  An
Other Stock Unit Award may be subject to a deferred payment schedule, if so set forth in the Agreement.


 


(d)  The
Administrator, in its sole and complete discretion, as a result of certain circumstances, including the assumption of, or substitution
of stock unit awards of a company with which Avnet or a Subsidiary 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.


 


Article 11

Executive Incentive Performance Awards


 


11.1. EIP Awards.
The Committee (and the CEO to the extent permitted by Section 4.6) may issue EIP Awards to Eligible Employees who are Executive Officers
or members of senior management of Avnet or of any of its Subsidiaries. Neither this Article 11 nor any other provision of the Plan
shall limit in any way the authority of the CEO and other Company officers to issue incentive pay and cash bonuses to Eligible Employees
who are not Executive Officers.


 


11.2. Determination
of EIP Amount. The amount of an EIP Award shall be determined by the Committee (or the CEO to the extent permitted by Section 4.6)
and shall be contingent upon the achievement of Performance Objectives specified by the Committee, as set forth in the Agreement.


 


11.3. Payment
of Awards. EIP Awards shall be paid in cash after the Performance Period has ended and the Committee has certified that the specified
Performance Objectives were achieved. Except as otherwise expressly provided in an Agreement, payment shall be made no later than the
end of the “applicable 2-1⁄2 month period” described in Treas. Reg. § 1.409A-1(b)(4)(i)(A).


 






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11.4.
 Individual Limitation. The maximum individual EIP Award permitted for a 12-month Performance Period, is $5,000,000. If
the Performance Period is not twelve (12) months, the $5,000,000 limitation shall be adjusted on a pro-rata basis (downward if the Performance
Period is less than 12 months and upward if the Performance Period is more than 12 months) to reflect the length of the Performance Period.


 


Article 12

ADDITIONAL TERMS AND PROVISIONS


 


12.1. Agreements.
Promptly after the granting of any Award or the modification of any outstanding Award, the Administrator shall 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 Award so granted or modified and the terms and conditions
thereof.


 


12.2. Acceleration
of Vesting and Cancellation of Options and SARs. The Administrator, in its sole discretion, may accelerate the vesting of any Award
(including the lapsing of the Period of Restriction for Restricted Stock), or remove conditions for vesting (or lapsing of the Period
of Restriction) upon a Change in Control or the Participant’s death, retirement, layoff, separation from service in connection with
a Change in Control, or other separation from service where the Administrator determines that such treatment is appropriate and in the
Company’s best interests, as well as upon assumption of, or in substitution for equity awards of a company with which Avnet or a
Subsidiary participates in an acquisition, separation, merger, or similar corporate transaction. In addition, the Administrator may grant
awards of Options, SARs, Restricted Stock, Restricted Stock Units, Performance Share Units and Other Stock Unit Awards that do not satisfy
the minimum vesting periods and Periods of Restriction prescribed by Sections 5.4, 6.4, 7.3, 8.2, 9.2, and 10.3(a), provided that the
total number of shares of Stock underlying Awards that do not satisfy such minimum vesting periods and Periods of Restriction shall not
exceed five percent (5%) of the total number of shares available for grant under the Plan. In connection with a Change in Control, any
Options or SARs may be canceled in exchange for the right (to the extent vested) to receive, at a time determined by the Administrator,
a cash payment equal to the excess, if any, of the fair market value of the Stock subject to the Option or SAR over the exercise price.
For the avoidance of doubt, no payment shall be required with respect to any Option or SAR for which the exercise price exceeds the fair
market value of the Stock at the time of the cancellation (i.e., an “under water” option or SAR).


 


12.3.
Tax Withholding. The Company shall have the right to deduct from all amounts paid to a Participant or beneficiary any taxes that
it determines are required by law to be withheld in respect of Awards under the Plan. In the case of an Award settled in shares of Stock,
no shares of Stock shall be issued, and no election under Section 83(b) of the Code shall be accepted, unless and until arrangements
satisfactory to the Company have been made to satisfy any applicable withholding tax obligations. Without limiting the generality of the
foregoing and subject to such terms and conditions as the Committee may impose, the Company shall have the right to (a) retain shares
of Stock or (b) subject to such terms and conditions as the Committee may establish from time to time, allow Participants or beneficiaries
to (i) tender shares of Stock (including shares of Stock issuable in respect of an Award) to satisfy, in whole or in part, the amount
required to be withheld, or (ii) pay the required tax withholding amount to Avnet in cash; and the fair market value of shares of
Stock withheld may exceed the minimum statutory withholding requirements. For purposes of determining the number of shares of Stock
required to satisfy a tax withholding obligation, the fair market value shall be calculated as of the date that the amount to be withheld
is determined. Unless a Participant or beneficiary, as applicable, requests to pay Avnet cash for any fractional share that would otherwise
be required to be withheld to satisfy a tax withholding obligation, the number of shares of Stock withheld by Avnet shall be rounded up
to the nearest whole number. Regardless of the amount withheld, each Participant and beneficiary shall be responsible at all times for
paying all federal, state, and local income and employment taxes allocable to such Participant or beneficiary with respect to any Award
(including taxes due with respect to imputed income), and the Company shall not be responsible for any interest or penalty that a Participant
incurs by failing to make timely payments of tax.


 






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12.4.
No Right to Employment; No Right to Award. The Plan shall not confer upon any Participant or other individual 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 right, or the Company’s right, to terminate his employment or Board membership at any time. No provision of the
Plan shall be construed to give any Eligible Employee or Non-Employee Director a right to receive an Award.


 


12.5. Shareholder
Rights. Except as provided in Article 7 with respect to Restricted Stock, no Participant shall acquire or have any rights as
a shareholder of Avnet by virtue of any Award until the shares of Stock issued pursuant to the Award or the exercise thereof are recorded
in the books and records of Avnet in accordance with the terms of the Plan. Subsequent to such recordation in the books and records of
Avnet, the recipient of shares of Stock shall have the full rights of a holder of such Stock.


 


12.6. Registration
of Shares. It is Avnet’s present intention to register the shares of Stock issued pursuant to the Plan under the Securities
Act as necessary. Avnet shall not be obligated to sell or deliver any shares of Stock pursuant to the granting, vesting, or exercise of
any Award unless and until—


 


(a) either
(i) Avnet has received from its counsel an opinion concluding that such shares need not be registered under the Securities Act, or
(ii) (A) such shares have been registered under the Securities Act, (B) no stop order suspending the effectiveness of such
registration statement has been issued and no proceedings therefor have been instituted or threatened under the Securities Act, and (C) there
is available at the time of such grant, vesting event, or exercise (as applicable) a prospectus containing certified financial statements
and other information meeting the requirements of Section 10(a)(3) of the Securities Act;


 


(b) such shares
are (or upon official notice of issuance will be) listed on each national securities exchange on which the class of Stock is then listed;


 


(c) if necessary,
the prior approval of such delivery 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 to service of process in any State); and


 


(d) if the
Committee so requires, Avnet has received an opinion from its counsel with respect to compliance with the matters set forth in subsections (a),
(b), and/or (c) of this Section 12.6.


 


In addition, the making of any Award
or determination, the delivery or recording of a stock transfer, and payment of any amount due to a Participant may be postponed for such
period as Avnet may require, in the exercise of reasonable diligence, to comply with the requirements of any applicable law.


 


12.7. Document
Requirements. 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.


 


12.8. Deferrals.
The Administrator may allow a Participant to elect to defer receipt of any payment of cash or any delivery of shares of 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, other than Options
or Stock Appreciation Rights. If such election is permitted, the Committee shall establish rules and procedures for such deferrals,
including provisions that the Committee or the Participant determines are necessary or advisable to comply with, or avoid being subject
to, the requirements of Section 409A of the Code, and provisions for the payment or crediting of dividend equivalents in respect
of deferrals credited in units of Stock.


 






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12.9. Recoupment/Clawback.
Each Award shall be subject to the terms and conditions of Avnet’s compensation recoupment or clawback policy, as in effect and
amended from time to time, including disgorgement or repayment to the extent required by such policy (taking into account changes to such
policy that are made after the date hereof and after the date of the applicable Agreement).


 


12.10. Nontransferability.
Except as otherwise provided in Section 7.7 (Foreign Laws), this Section 12.10, or the applicable Agreement, no Award granted
under the Plan, and no interests therein, may be sold, transferred, pledged, assigned, exchanged, encumbered or otherwise alienated or
hypothecated; and each Award shall be exercisable during the Participant’s lifetime only by the Participant or his legal guardian
or representative.


 


(a) An Award
may be transferred by testamentary disposition or the laws of descent and distribution.


 


(b) The Committee
shall have sole discretion to approve, and to establish terms and conditions for, a transfer of an Option other than an Incentive Stock
Option to (i) the child, step-child, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-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”);
(ii) a trust in which Immediate Family Members have more than 50% of the beneficial interest; (iii) a foundation in which Immediate
Family Members or the Participant control the management of the assets; or (iv) any other entity in which Immediate Family Members
or the Participant own more than 50% of the voting interests (each (i) - (iv), a “Permitted Transferee”); provided, however,
that, without the prior approval of the Committee, no Permitted Transferee shall further transfer an Award, either directly or indirectly,
other than by testamentary disposition or the laws of descent and distribution. For example, without prior approval of the Committee,
a Permitted Transferee may not transfer an Award 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).


 


(c) The Committee
shall have discretion to authorize a transfer pursuant to a domestic relations order; provided, however, that the Committee shall not
be required under any circumstance to accept or approve a transfer pursuant to a domestic relations order.


 


(d) An Award
may be forfeited or transferred to the extent required to satisfy a tax levy or judgment under the Mandatory Victims Restitution Act or
similar federal or state law.


 


12.11. Applicable
Law and Severability. 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, without regard to any conflicts or choice of law rule or principle that
might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction. If any provision of the
Plan is 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 such invalid, illegal or unenforceable provision (or portion thereof) had never been included in the Plan.


 


12.12. Special
Incentive Compensation. No shares of Stock or other remuneration provided pursuant to an Award, other than an EIP Award, shall be
included in compensation for purposes of determining the amount payable to any individual under any pension, savings, retirement, life
insurance, or other employee benefits arrangement of the Company, unless otherwise determined by the Company. Remuneration provided pursuant
to an EIP Award shall be included in compensation to the extent (and only to the extent) required by the applicable employee benefits
arrangement.


 






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12.13. Section 16(b) of
the Exchange Act. 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. In addition, with respect to persons subject to Section 16(b) of
the Exchange Act, transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3. To the extent
that any provision of the Plan or any action by the Administrator fails to comply with Rule 16b-3, it shall be deemed null and void,
to the extent permitted by law and deemed advisable by the Committee.


 


12.14. Section 409A
of the Code. The Plan, any Award granted under the Plan, and all Agreements evidencing such Awards, shall be interpreted, administered,
and construed consistent with the intent that (a) all Options, SARs, and comparable awards shall be exempt from Section 409A
of the Code by reason of the exemption for certain stock rights set forth in Treas. Reg. § 1.409A-1(b)(5); (b) all Awards of
Restricted Stock shall be exempt from Section 409A of the Code by reason of the exemption for restricted property governed by Section 83
of the Code set forth in Treas. Reg. § 1.409A-1(b)(6); and (c) except to the extent that the applicable Agreement reflects an
intent to provide for nonqualified deferred compensation that is subject to and complies with the requirements of Section 409A of
the Code, all Restricted Stock Unit Awards, Performance Share Unit Awards, Other Stock Unit Awards, and EIP Awards shall be exempt from
Section 409A of the Code by reason of the “short-term deferral rule” set forth in Treas. Reg. § 1.409A-1(b)(4).


 


12.15. Application
of Proceeds. The proceeds received by the Company from the sale of Stock under the Plan shall be used for general corporate purposes.


 


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


 


12.17. Headings
and Captions. The headings and captions in this Plan document are provided for reference and convenience only, shall not be considered
part of the Plan, and shall not be employed in the construction of the Plan.


 


12.18. Effective
Date. The Plan shall become effective on the date the Plan is approved by Avnet’s shareholders.


 


Article 13

ADJUSTMENTS UPON CHANGES IN CAPITALIZATION


 


13.1. Share
Adjustments. If the Stock is split, divided, or otherwise reclassified into or exchanged for a greater or lesser number of shares
of Stock or into shares of 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, 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 and the remaining number of shares of Stock which may thereafter be delivered pursuant to the exercise
of any Options and/or SARs then outstanding, shall be correspondingly adjusted. If a dividend payable in shares 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, and the remaining number of shares of Stock that may thereafter be delivered pursuant to the exercise
of any Awards then outstanding shall be increased by the percentage that the number of shares of Stock so paid as a dividend bears to
the total number of shares of Stock outstanding immediately before the payment of such dividend. If an extraordinary cash dividend is
paid to the holders of outstanding shares of Stock, the remaining number of shares of Stock that may, in the aggregate, thereafter be
delivered pursuant to the exercise or grant of Awards and the remaining number of shares of Stock that may thereafter be delivered pursuant
to the exercise of any Awards then outstanding, shall be equitably adjusted by the Committee.


 






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13.2.
Exercise Price Adjustments. If the Stock is split, divided or otherwise reclassified or exchanged, or if any dividend payable in
shares of Stock or extraordinary cash dividend is paid to the holders of outstanding shares of Stock, in each case, 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.


 


13.3. Fractional
Shares. Notwithstanding any other provision of this Article 13, if upon any adjustment made in accordance with Section 13.1
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 other property in payment therefor or in
lieu thereof.


 


Article 14

AMENDMENT OR TERMINATION OF THE PLAN


 


14.1. The Plan
shall automatically terminate on November 17, 2031, unless it is sooner terminated pursuant to Section 14.2, below. No Award
shall be granted after the Plan terminates. All Awards granted before the Plan terminates shall continue in effect thereafter in accordance
with the terms of the applicable Agreements and the Plan.


 


14.2. Reservation
of Rights. The Board of Directors may amend or terminate the Plan and/or any Award thereunder at any time as the Board of Directors
may deem advisable and in the best interests of Avnet; provided, however, that--


 


(a) a Participant’s
written consent shall be required for any amendment to an outstanding Award that would adversely affect in a material manner the rights
of such Participant under such Award, unless the Committee determines in its discretion that there have occurred or are about to occur
significant changes in the Participant’s position, duties or responsibilities, or significant changes in economic, legislative,
regulatory, tax, accounting or cost/benefit conditions that the Committee determines in its sole discretion make Participant consent inappropriate
under the circumstances; and


 


(b) 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, shall be required
for any change that (i) affects the composition or functioning of the Committee; (ii) materially increases the aggregate number
of shares of Stock that may be delivered pursuant to the exercise of Awards; (iii) materially increases 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; (iv) materially
decreases 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; (v) extends the ten-year maximum period within which an Award is exercisable or the termination date
of the Plan; or (vi) otherwise triggers a shareholder approval requirement under an applicable law or listing standard.


 






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