EX-10.3






Exhibit 10.3




2011 AMENDED AND RESTATED

CHANGE OF CONTROL AGREEMENT




This 2011 Amended and Restated Change of Control Agreement (the “Agreement”) is made by and
between Avnet, Inc., a New York corporation, with its principal place of business at 2211 South
47th Street, Phoenix, Arizona 85034 (“Avnet” or the “Company”) and        (the
“Officer”), effective as of        (the “Effective Date”). Avnet and the Officer are
collectively referred to in this Agreement as the “Parties.”



WHEREAS, the Parties previously entered into a certain [insert title of employment agreement]
(the “Employment Agreement”), and a prior Change of Control Agreement effective December 19, 2008
(the “Prior Agreement”); and



WHEREAS, the Parties wish to amend and restate the Prior Agreement.



NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this
Agreement and the Employment Agreement, the Parties agree as follows:



1. Definitions.



(a) “Change of Control” means the date of the earliest to occur 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 Avnet or (B) the combined voting power of the
then outstanding voting securities of Avnet entitled to vote generally in the election of
members of the Board of Directors of Avnet (the “Board”); provided, however, that the
following transactions shall not constitute a Change of Control under this subsection (i):
(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) the individuals who, as of the Effective Date, constitute the Board (the
“Incumbent Board”) are replaced during any twelve- (12-) month period by new Board members
whose appointment or nomination was not endorsed by a majority of the Incumbent Board;
provided, however, that any individual becoming a director subsequent to the Effective Date
whose election, or nomination for election by the Company’s stockholders, was approved by a
vote of at least a majority of the directors then comprising the Incumbent Board shall be
considered as though such individual was a member of the Incumbent Board, but excluding for
this purpose any such individual whose appointment or nomination to the Board occurs as a
result of an actual or threatened election contest with respect to the election or removal
of any member of the Board, or other 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




(iii) 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 (in one or more
transactions).



(b) “Constructive Termination” means the happening of any of the following events (each an
“Adverse Action”) without the written consent of the Officer:




(i) a material diminution of the Officer’s authorities, duties or responsibilities,
including, without limitation, title and reporting relationship;




(ii) a material change in the geographic location at which the Officer is primarily
required to perform services for the Company;




(iii) a material reduction in the Officer’s base compensation; or




(iv) any other action or inaction that constitutes a material breach by the Company
under its employment agreement with the Officer;



provided, however, that the Officer shall not be deemed to have terminated employment on account of
a Constructive Termination unless:




(x) within ninety (90) days after the Adverse Action, the Officer notifies the Company
in writing of his desire to terminate employment on account of such Constructive
Termination;




(y) following its receipt of such notice, the Company has thirty (30) days to remedy
the Adverse Action; and




(z) the Company fails to remedy such event by the end of such thirty (30) day period
and the Officer’s termination of employment occurs no later than two (2) years after the
Adverse Action.



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



2. Constructive Termination or Termination after Change of Control. If, within
twenty-four (24) months after a Change of Control, the Company terminates the Officer’s employment
without cause (as defined in the Employment Agreement) or the Officer’s employment terminates on
account of a Constructive Termination, the following provisions shall apply:



(a) The Company shall pay to the Officer, in lieu of any other payment rights under the
Employment Agreement (except as provided in paragraph (c), below), an amount equal to 2.99 times
the sum of: (i) the Officer’s annual salary for the year in which such termination occurs
(disregarding any reduction in such salary that gives rise to a termination of employment on
account of a Constructive Termination), and (ii) the Officer’s target incentive compensation for
the fiscal year of the Company in which such termination occurs. Subject to the Six-Month Delay
Rule described in Section 3(d), below, such amount shall be paid within five (5) days after the
Officer’s termination of employment.



(b) All of the Officer’s unvested stock options, stock appreciation rights, restricted stock,
restricted stock units, performance shares, performance share units, and other equity compensation
rights and awards shall accelerate and vest, so as to be immediately deliverable to, and where
applicable exercisable by, the Officer. To the extent that the number of shares or amount of cash
deliverable is contingent on achieving performance objectives, such number of shares or amount of
cash shall be the target number or amount prescribed by the applicable award agreement.



(c) The Company shall pay to the Officer the following compensation for services performed
through his termination date: (i) all accrued and unpaid salary, and (ii) a pro-rated annual
incentive payment. The accrued and unpaid salary shall be paid on the Officer’s last day of
employment. The pro-rated annual incentive payment shall be paid after the performance period, at
the time prescribed by the applicable incentive plan, based on (and subject to) actual achievement
of the applicable performance goals (as modified to the extent required by the Employment
Agreement).



(d) The Officer shall continue to be eligible for the medical, dental, life insurance,
disability insurance and automobile benefits for which the Officer is eligible immediately before
his termination of employment for a period of two years after such termination; provided, however,
that—




(i) the Officer’s participation in each such benefit shall be conditioned on the
Officer paying for any portion of the premiums or costs that are charged to similarly
situated active employees;




(ii) payment of the automobile benefits and any other benefits that are treated as
“nonqualified deferred compensation” under Section 409A of the Code shall be subject to the
Six-Month Delay Rule described in Section 3(d), below; and




(iii) unless the Company determines that it can provide continued medical and dental
benefits under a group health plan without violating any applicable nondiscrimination or
similar rules, in lieu of subsidized medical and dental benefits under a Company plan, the
Company shall pay to the Officer an amount for each month during such two-year period. The
amount for each month shall be 167 percent of the excess of (A) the COBRA premium for the
applicable coverage under the Company’s plan for such month, over (B) the premium that an
active senior executive of the Company would be required to pay for such coverage under the
Company’s plan for such month. Subject to the Six-Month Delay Rule described in Section
3(d), below, such amount shall be paid monthly in arrears.



3. Section 409A.



(a) Intent to Comply With Section 409A. This Agreement shall be interpreted
consistent with the intent to comply with the requirements of Section 409A of the Internal Revenue
Code of 1986, as amended (the “Code”), such that there are no adverse tax consequences, interest or
penalties as a result of any amount paid or payable under this Agreement. Any ambiguity or
inconsistency in the provisions of this Agreement shall be resolved consistent with such intent.
In addition, to the extent permitted by law, the parties agree to make a good faith effort to
modify this Agreement to the extent that either party determines is necessary to comply with
Section 409A.



(b) Separation From Service. Except as otherwise expressly provided, references in
this Agreement to the Officer’s termination of employment, termination date and similar terms
related to Officer’s termination of employment or separation from service shall refer to the date
of Officer’s “separation from service” within the meaning of Section 409A(a)(2)(A)(i) of the Code,
as determined by the Company.



(c) Section 409A Substitution Rule. To the extent that an amount payable under this
Agreement is provided in lieu of, or as a substitution for, an amount otherwise due under the
Employment Agreement, such amount shall be paid at the time prescribed by the Employment Agreement
(i.e., without regard to the acceleration that would otherwise occur by reason of this Agreement)
unless the Officer’s termination of employment occurs and payment is due within 24 months after a
change in the ownership or effective control of the Company, or a change in the ownership of a
substantial portion of the assets of the Company, within the meaning of the Treasury Regulations
issued under Section 409A(a)(2)(A)(v) of the Code.



(d) Six-Month Delay Rule. If, as of his termination date, the Officer is a “specified
employee” (as determined by the Company in accordance with Treas. Reg. § 1.409A-1(i)), any amount
payable to the Officer upon or by reason of his termination of employment (including expense
reimbursements and in-kind benefits that are includible in income) shall be subject to the six (6)
month delay required by Section 409A(a)(2)(B)(i) of the Code; provided, however, that such six (6)
month delay shall not be required with respect to any payment that the Company determines is not
subject to Section 409A by reason of the “short-term deferral” rule described in Treas. Reg.
§ 1.409A-1(b)(4), the “two-year, two-time” rule described in Treas. Reg. § 1.409A-1(b)(9)(iii), or
any other exemption. If payment of any amount is delayed by reason of this six (6) month delay,
such amount shall be paid with interest within five (5) business days after the first day of the
seventh (7th) month that starts after the Officer’s termination date (or, if earlier, within 90
days after the Officer’s death). Except as otherwise provided in a governing document for an
applicable benefit plan, program, or other arrangement, interest shall be calculated using the
prime rate of interest in effect at Bank of America, N.A. (or another bank designated by the
Company that is one of its principal banks) on the Officer’s termination date.



(e) Installments Treated as Separate Payments. For purposes of Section 409A of the
Code, except as otherwise expressly provided, each installment of payments and benefits due under
this Agreement shall be treated as a separate payment.



(f) Acceleration or Deferral of Payments. Neither the Company nor the Officer shall
have the right to accelerate or defer the delivery of any payment or benefit due under this
Agreement, except to the extent expressly permitted or required by Section 409A.



(g) Payment Date. To the extent that any payment under this Agreement may be made
during a payment window, the date of payment shall be determined by the Company, in its sole
discretion, and not by the Officer or any other individual entitled to receive the payment.



(h) Expense Reimbursements and In-Kind Benefits. To the extent that any expense
reimbursement or in-kind benefit is subject to Section 409A (e.g., the expense reimbursement is
includible in income and is not required to be paid by the end of the “applicable 21/2-month period”
described in Treas. Reg. § 1.409A-1(b)(4)(i)(A)), such reimbursement or benefit shall be subject to
the conditions set forth in Treas. Reg. § 1.409A-3(i)(1)(iv). Accordingly:




(i) The amount of such expenses eligible for reimbursement, or in-kind benefits
provided, during a taxable year of the Officer shall not affect the expenses eligible for
reimbursement, or in-kind benefits to be provided, in any other taxable year;




(ii) The reimbursement of each such expense shall be paid no later than the last day of
the Officer’s taxable year next following the taxable year in which the expense was
incurred; and




(iii) The right to reimbursement or in-kind benefits shall not be subject to
liquidation or exchange for another benefit.



4. Governing Law. This Agreement shall be construed, interpreted and governed by the
law of the State of Arizona, without giving effect to Arizona principles regarding conflict of
laws. Reference to any provision of the Code or other law shall include all regulations and other
guidance of general applicability issued thereunder, and shall be deemed to include any successor
provision.



5. Miscellaneous.



(a) Tax Withholding. All amounts payable under this Agreement are subject to
withholding for all federal, state and local taxes, and all other amounts relating to tax or other
payroll deductions, as the Company may reasonably determine should be withheld. Regardless of the
amount withheld, the Officer shall be solely responsible for paying all required taxes (other than
the employer’s share of employment taxes) on all payments and other compensation (including imputed
compensation) and benefits provided under this Agreement.



(b) Succession. This Agreement shall extend to and be binding upon the Officer, his
legal representatives, heirs and distributees, and upon the Company, its successors and assigns.
Without limiting the foregoing sentence, Avnet shall require any successor (whether direct or
indirect, by merger, consolidation, sale of stock or assets or otherwise) to the business or assets
of Avnet expressly, absolutely and unconditionally to assume and to agree to perform under this
Agreement in the same manner and to the same extent as Avnet would have been required to perform if
no such succession had taken place. As used in this Agreement, “Avnet” and the “Company” shall
mean Avnet and the Company as heretofore defined and any successor to its business or assets that
becomes bound by this Agreement either pursuant to this Agreement or by operation of law.



(c) Entire Agreement, Coordination with Employment Agreement.




(i) This Agreement is the entire agreement of the parties with respect to its subject
matter and no waiver, modification or amendment of any of its provisions shall be valid
unless in writing and signed by both parties. As of the Effective Date, this Agreement
supersedes the Prior Agreement, which is hereby canceled and of no further effect.




(ii) This Agreement modifies the Employment Agreement between the Officer and the
Company only with respect to such terms and conditions that are specifically addressed in
this Agreement. All other provisions of the Employment Agreement shall remain in full force
and effect.



(d) Waiver of Breach. The waiver of breach of any term or condition of this Agreement
shall not be deemed to constitute a waiver of any other term or condition of this Agreement.



(e) Forfeiture of Certain Parachute Payments.




(i) Notwithstanding any other provision of this Agreement, if paragraph (ii), below,
applies, the Officer shall forfeit amounts payable to the Officer under this Agreement to
the extent that a certified public accounting firm selected and paid by the Company (the
“Accounting Firm”) determines is necessary to ensure that the Officer is not reasonably
likely to receive a “parachute payment” within the meaning of Section 280G(b)(2) of the
Code. The Accounting Firm’s determination shall be conclusive and binding upon the Company
and the Officer.




(ii) This paragraph (ii) shall apply if (and only if) (A) any payment to be made under
this Agreement is reasonably likely to result in the Officer receiving a “parachute payment”
(as defined in Section 280G(b)(2) of the Code), and (B) the Officer’s forfeiture of payments
due under this Agreement would result in the aggregate after-tax amount that the Officer
would receive being greater than the aggregate after-tax amount that the Officer would
receive if there were no such forfeiture.




(iii) Neither the Company nor the Officer shall have any discretion to determine which
payments are forfeited. The forfeiture shall apply in reverse chronological order—e.g., the
last payment in any series of payments shall be forfeited before any part of an earlier
payment is forfeited.



(f) Headings. The headings of the sections and subsections are inserted for
convenience only and shall not be deemed to constitute a part hereof or to affect the meaning
thereof.



IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the day and year
first above written.



	 	 	 
	OFFICER	 	AVNET, INC.
	     
	 	By