exv10w1



 






Exhibit 10.1




CHANGE OF CONTROL AGREEMENT



This Change of Control Agreement (the “Agreement”) is made effective as of the 8th day
of November, 2005, between Avnet, Inc., a New York corporation with its principal place of business
at 2211 South 47th Street, Phoenix, Arizona 85034 Arizona (“Avnet” or “the Company”) and
Harley Feldberg (the “Officer”). Avnet and the Officer are collectively referred to in this
Agreement as “the Parties.”



WHEREAS, the Officer holds the position of Senior Vice President with the Company; and



WHEREAS, the Parties wish to provide for certain payments to the Officer in the event of a Change
of Control of the Company and the subsequent termination of the Officer’s employment without cause
or the Constructive Termination of the Officer’s employment, as those capitalized terms are defined
below;



NOW, THEREFORE, the Parties agree as follows:




1. Definitions.




     (a) “Change of Control” means the happening of any of the following events:




	 	(i)	 	the acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a “Person”) of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 50% or more of either (A) the then outstanding shares of common
stock of the Company or (B) the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the election of
directors; provided, however, that the following transactions shall not constitute
a Change of Control under this subsection (i): (w) any transaction that is
authorized by the Board of Directors of the Company as constituted prior to the
effective date of the transaction, (x) any acquisition directly from the Company
(excluding an acquisition by virtue of the exercise of a conversion privilege),
(y) any acquisition by the Company, or (z) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Company or any entity
controlled by the Company; or






	 	(ii)	 	individuals who, as of the effective date hereof, constitute the
Board of Directors of the Company (the “Incumbent Board”) cease for any reason to
constitute at least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the effective date hereof whose
election, or nomination for election by the Company’s stockholders, was approved
by a vote of at least a majority of the directors then comprising the Incumbent
Board shall be




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	 	 	 	considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of either an actual or threatened election contest
(as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act) or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or






	 	(iii)	 	Approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company or the sale or other disposition of all
or substantially all of the assets of the Company.





     (b) “Constructive Termination” means the happening of any of the following
events:




	 	(i)	 	a material diminution of Officer’s responsibilities, including,
without limitation, title and reporting relationship;
	 
	 	(ii)	 	relocation of the Officer’s office greater than 50 miles from its
location as of the effective date of this Agreement without the consent of the
Officer;
	 
	 	(iii)	 	a material reduction in Officer’s compensation and benefits.





     (c) The “Exchange Act” shall mean the 1934 Securities Exchange Act, as amended.




	2.	 	Constructive Termination or Termination after Change of Control. If, within 24
months following a Change of Control, the Company or its successor terminates Officer’s
employment without cause or by Constructive Termination, Officer will be paid, in lieu of any
other rights under any employment agreement between the Officer and the Company, in a lump sum
payment, an amount equal to 2.99 times the sum of (i) the Officer’s annual salary for the year
in which such termination occurs and (ii) the Officer’s incentive compensation equal to the
average of such incentive compensation for the highest two of the last five full fiscal years.
All unvested stock options shall accelerate and vest in accordance with the early vesting
provisions under the applicable stock option plans and all incentive stock program shares
allocated but not yet delivered will be accelerated so as to be immediately deliverable.
Officer shall receive his or her accrued and unpaid salary and any accrued and unpaid pro rata
bonus (assuming target payout) through the date of termination, and Officer will continue to
participate in the medical, dental, life, disability and automobile benefits in which Officer
is then participating for a period of two years from the date of termination.




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	3.	 	Excise Taxes. In the event that Officer is deemed to have received an excess
parachute payment (as such term is defined in Section 280G(b) of the Internal Revenue Code of
1986, as amended (the “Code”)) that is subject to excise taxes (“Excise Taxes”) imposed by
Section 4999 of the Code with respect to compensation paid to Officer pursuant to this
Agreement, the Company shall make an additional payment equal to the sum of (i) all Excise
Taxes payable by Officer plus (ii) any additional Excise Tax or federal or state income taxes
imposed with respect to such payments.






	4.	 	Miscellaneous. This Agreement replaces and supercedes in its entirety that certain
Change of Control Agreement dated March 1, 2001 between Officer and Company. This Agreement
modifies any employment agreement between Officer and the Company only with respect to such
terms and conditions that are specifically addressed in this Agreement. All other provisions
of any employment agreement between the Company and Officer shall remain in full force and
effect.





AVNET, INC.




By:




	 	 	 
	/s/ Raymond Sadowski
 


	 	 
	Raymond Sadowski
	 	 
	Senior VP and CFO
	 	 






Officer




	 	 	 
	/s/ Harley Feldberg
 


	 	 
	Harley Feldberg
	 	 







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