EX-10.1






Exhibit 10.1




2011 AMENDED AND RESTATED

EMPLOYMENT AGREEMENT




This 2011 Amended and Restated Employment Agreement (“Agreement”) is made by and between ROY
VALLEE, having offices at 2211 South 47th Street, Phoenix, AZ 85034 (“Executive”), and
AVNET, INC., a New York corporation, with its principal executive offices at 2211 South
47th Street, Phoenix, AZ 85034 (the “Company”), as of this 11th day of February, 2011,
effective as of July 4, 2011 (the “Effective Date”).



WHEREAS, Executive is now and has been employed by the Company as Chairman and Chief Executive
Officer pursuant to a certain 2008 Amended and Restated Employment Agreement dated December 19,
2008, and effective as of June 29, 2008 (the “Prior Employment Agreement”); and



WHEREAS, as part of an orderly succession plan, the Company wishes to reassign Executive to
the role of Executive Chairman and to provide for his continued employment in such role; and



WHEREAS, Executive wishes to waive any right to cease providing services to the Company by
reason of such new position, and Executive wishes to accept the responsibilities of his continued
employment in such new role, and to render services to the Company in accordance with the
provisions of this Agreement;



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




	1.	 	Employment, Duties and Responsibilities





a. Employment. The Company hereby employs Executive, and Executive hereby accepts
employment upon the terms and conditions set forth in this Agreement, which shall supersede and
replace the Prior Employment Agreement.



b. Position. On and after the Effective Date, for the term of this Agreement,
Executive shall serve as Executive Chairman. Executive hereby waives any right to terminate
employment under Section 5.b of the Prior Employment Agreement by reason of his change of position
from Chairman and Chief Executive Officer to Executive Chairman or by reason of any change in his
authority or responsibilities related to such change of position. Executive’s right to terminate
his employment under this Agreement shall be subject to the requirements of Section 5.a, below
(except to the extent that Section 5.b applies as a result of Executive ceasing to be Executive
Chairman).



c. Performance of Duties. Executive agrees to devote the time, attention, and efforts
needed to perform his role of Executive Chairman and to assist the Chief Executive Officer of the
Company. Executive shall perform all duties and responsibilities commensurate with his position
and shall follow the reasonable directions of the Board of Directors of the Company (the “Board”)
and the Chief Executive Officer of the Company. It is expected that, during the term of this
Agreement, Executive’s service as Executive Chairman will be his primary occupation. However,
Executive may serve on civic, charitable or corporate boards or committees, fulfill speaking
engagements, and manage his personal affairs, so long as the Company reasonably determines that
such activities do not interfere, compete with, or otherwise pose a conflict of interest with
respect to, the performance of Executive’s duties and responsibilities. Executive shall comply
with Company policies and procedures as adopted from time to time, including the Company’s Code of
Conduct.




	2.	 	Term of Agreement





This Agreement shall be effective beginning on the Effective Date, and continuing for one (1)
year thereafter. The Agreement shall automatically be extended for successive one (1) year terms
unless the Company or Executive notifies the other party of its intent not to extend the Agreement
at least ninety (90) days before the end of the then-current term. Either party may terminate the
Agreement before the end of the term in accordance with Section 5, below.




	3.	 	Compensation





For all services to be rendered by Executive and for all covenants undertaken by him, the
Company shall pay and Executive shall accept the following compensation:



a. Base Salary. Executive’s base salary for the fiscal year beginning on July 3,
2011, shall be not less than $850,000, payable in installments in accordance with the Company’s
regular payroll practice for employees based in the United States. The Compensation Committee of
the Board (the “Compensation Committee”) shall review Executive’s base salary on no less than an
annual basis.



b. Incentive Programs and Bonuses.




(i) Incentive Programs. For each fiscal year of the Company during the term of the
Agreement, beginning with the Company’s fiscal year that starts on July 3, 2011,
Executive shall be eligible to receive incentive payments for services rendered
during the fiscal year pursuant to the Company’s Executive Incentive Plan (the
“Incentive Plan”). For the Company’s fiscal year that starts on July 3, 2011, the
target amount for Executive’s annual cash incentive shall be no less than one
hundred percent (100%) of his base salary for such fiscal year. The actual amount,
if any, of Executive’s incentive payment for each fiscal year shall be determined by
the Committee based on (and subject to) the Company’s performance against goals
established in accordance with the Incentive Plan, and may range from zero to any
maximum established pursuant to the Incentive Plan. If Executive is employed for
only part of a fiscal year, Executive’s incentive payment for such fiscal year shall
be pro-rated for the number of days during the fiscal year during which he was
employed, and shall be paid at the end of the performance period based upon (and
subject to) actual achievement of performance goals. In the event of a “change of
ownership or control,” within the meaning of Treas. Reg. § 1.162-27(e)(2)(v) (an
“Ownership Change”), in which the Company has not been the acquiring and/or
surviving entity, the Board or Compensation Committee of the surviving entity shall
modify the performance objectives for the fiscal year in which the Ownership Change
occurs to the extent necessary (if at all) to ensure that Executive’s incentive
opportunity for such fiscal year is at least comparable to the incentive opportunity
that was expected when the performance objectives for such fiscal year were first
established. In the event of a dispute regarding the extent of the modification,
such dispute shall be resolved by an independent compensation consultant who is
acceptable to both Executive and the Company. Such compensation consultant shall be
engaged and paid by the Company. If the compensation consultant determines that
(A) the existing performance objectives are no longer consistent with the intended
incentive opportunity and (B) it is not practicable to revise the applicable
performance objectives, Executive’s incentive payment for the applicable fiscal year
shall be no less than the target amount for such fiscal year. For purposes of this
paragraph, the fiscal year of the Company shall be determined without regard to any
Ownership Change.




(ii) Bonus Payments. In addition to any incentive payments under the Incentive
Plan, Executive shall be eligible to receive such additional bonuses as may be
awarded by the Committee or the Board.




(iii) Clawback Policy. Any incentive or bonus payment made to Executive shall be
subject to the terms and conditions of the Company’s clawback policy, as in effect
and amended from time to time, including disgorgement or repayment to the extent
required by such policy.



c. Participation in Equity Plans. Executive shall participate in the Company’s
various stock option and other equity incentive plans as in effect from time to time, subject to
the terms of such plans and, to the extent applicable, Executive’s executing and not revoking the
restrictive covenant agreement described in Section 3.d(ii), below.



d. Employee Benefits. Executive shall be entitled to participate, on terms no less
favorable than the terms offered to other senior executives of the Company, in any group and/or
executive life, hospitalization or disability insurance plan, health program, profit sharing,
deferred compensation plan, employee stock purchase plan, 401(k) plan, pension plan, and similar
benefit plans (qualified, non-qualified, and supplemental) and other fringe benefits of the Company
in effect from time to time; provided, however, that—




(i) Executive shall not be entitled to participate in or receive benefits under any
severance or similar plan or program maintained by the Company (other than this
Agreement and Executive’s COC (as described in Section 5.h, below)); and




(ii) Executive’s rights to (A) post-termination benefits under the SERP (as defined
in subsection g, below) and (B) post-termination vesting and benefits under any
stock option or other equity incentive plan maintained by the Company shall be
contingent on Executive executing and not revoking a mutually acceptable restrictive
covenant agreement. It is anticipated that such agreement will include restrictions
comparable to the restrictions set forth in Section 4, below (Restrictive
Covenants), and will apply for the period during which Executive is receiving
benefits under the SERP, receiving equity incentive benefits, and/or continuing to
vest in equity incentive or stock option benefits.



e. Vacation and Other Absences. Executive shall be entitled to paid vacations each
year in accordance with the Company’s then-current vacation policy for senior executives.
Executive shall be subject to the policies and procedures relating to other absences from regular
duties for holidays, sick or disability leave, leave of absence without pay, or leave for other
reasons, as those customarily provided to the Company’s senior executives.



f. Expenses. The Company shall reimburse Executive’s travel, entertainment, and other
business expenses that are reasonably and necessarily incurred by him in the course of performing
his duties and properly documented, all in accordance with the Company’s policies as in effect from
time to time.



g. No Reduction in Covered Compensation Under SERP. For purposes of calculating his
benefit under the Avnet Supplemental Executive Officers’ Retirement Plan (the “SERP”), subject to
Executive executing and not revoking the restrictive covenant agreement described in Section
3.d(ii), above, Executive’s Covered Compensation (as defined in the SERP) shall be no less than
such Covered Compensation immediately before the Effective Date of this Agreement. This Section
3.g shall apply without regard to any contrary provision of the SERP and shall be treated as an
amendment to the SERP that may not be changed without Executive’s written consent.




	4.	 	Restrictive Covenants





Executive acknowledges and recognizes (i) his possession of Confidential Information (as
defined in Section 4.b, below), (ii) the highly competitive nature of the business of the Company
and its affiliates and subsidiaries, which is worldwide in scope, and (iii) that reasonable
restrictions on Executive’s future business endeavors and Executive’s ability to disclose
Confidential Information are necessary to protect valuable client and customer relationships of the
Company. Accordingly, in consideration of the premises contained herein, Executive agrees to the
restrictions set forth in this Section 4.



a. Non-Competition. Executive agrees that during the term of this Agreement Executive
shall not, either individually or as an officer, director, stockholder, member, partner, agent,
employee, consultant, principal, or committee-member of another business firm or sole
proprietorship, (i) engage in, or be connected in any manner with, any business operating anywhere
in the world that is in direct or indirect competition with any active business of the Company or
any of its affiliates or subsidiaries, or any planned business of the Company or any of its
affiliates or subsidiaries of which Executive is aware (each a “Competitive Business”); (ii) be
employed by an entity or person that controls a Competitive Business; or (iii) directly or
indirectly solicit any customer or client of the Company or any of its affiliates or subsidiaries;
provided, however, that the restrictions set forth in this Section 4.a shall not prohibit Executive
from being a passive shareholder of a public company if Executive owns less than one percent (1%)
of such company.



b. Confidential Information. Executive agrees that he shall not, at any time during
the term of this Agreement or thereafter, disclose to another, or use for any purpose other than
performing his duties and responsibilities under this Agreement, any Confidential Information. For
purposes of this Agreement, Confidential Information includes all trade secrets and confidential
information of the Company and its affiliates and subsidiaries including, but not limited to, the
Company’s unique business methods, processes, operating techniques and “know-how” (all of which
have been developed by the Company or its affiliates and subsidiaries through substantial effort
and investment), profit and loss results, market and supplier strategies, customer identity and
needs, information pertaining to employee effectiveness and compensation, inventory strategy,
product costs, gross margins, and other information relating to the affairs of the Company and its
affiliates and subsidiaries that Executive shall have acquired during his employment with the
Company.



c. Non-Solicitation of Employees. Executive agrees that he shall not, at any time
during the term of this Agreement, including all renewals, and for five (5) years thereafter,
directly or indirectly solicit or induce any of the employees of the Company or any of its
affiliates or subsidiaries to terminate employment with their employer.




	5.	 	Termination Rights and Responsibilities





The Company may terminate Executive’s employment with or without cause, and Executive may
voluntarily terminate his employment, at any time during the term of this Agreement, subject to the
provisions of this Section 5.



a. Executive Voluntary Termination. Except to the extent otherwise provided in
subsection b, below (Executive Termination Upon Change in Office and Duties), if Executive wishes
to terminate his employment under this Agreement, he must provide written notice of such intent at
least ninety (90) days before his intended termination date. For the period from when he provides
such notice through his termination date, Executive shall continue to be paid his base salary and
other compensation required by Section 3, above. Any annual incentive payment for such period
shall be paid at the end of the performance period, at the time prescribed by the Incentive Plan,
based on (and subject to) actual achievement of the applicable performance goals, and pro-rated if
Executive’s employment terminates before the end of the performance period. If Executive fails to
provide ninety (90) days’ advance written notice, and there is not mutual agreement, he shall not
be eligible for any bonus or annual incentive payments for any partial fiscal year worked and may
also be liable for damages and/or subject to injunctive relief pursuant to Section 6, below;
provided, however, that if such failure is due to the Company’s request that Executive stop
providing services (for a reason other than Cause, as defined in subsection g, below), Executive
shall be entitled to the payments and benefits prescribed by subsection f, below (“Company
Termination Without Cause,” taking into account the Six-Month Delay Rule described in Section 7.c,
below, and the Company’s right to pay cash in lieu of continued benefits, in accordance with
Section 7.f, below), through the ninetieth (90th) day after Executive provided written notice of
his intent to terminate employment (but not for any period thereafter).



b. Executive Termination Upon Change in Office and Duties. If during the term hereof
the Company does not continue Executive in the office of Executive Chairman or he is elected to
some other principal executive office that is unsatisfactory to Executive (each an “Adverse
Action”), Executive shall not be required to continue to serve the Company in such modified office
and may terminate his employment under this Agreement, subject to the following procedures:




(i) Within ninety (90) days after the Adverse Action, Executive shall notify the
Company in writing of his desire to terminate employment on account of such Adverse
Action;




(ii) Following its receipt of such notice, the Company shall have thirty (30) days
to remedy the Adverse Action; and




(iii) If the Company fails to remedy the Adverse Action by the end of such thirty
(30) day period and Executive’s termination of employment occurs no later than two
(2) years after the Adverse Action, the Adverse Action shall be treated as a ninety
(90)-day written notice of the Company’s intent to terminate Executive’s employment
without Cause and Executive’s termination of employment shall be treated as a
“Company Termination Without Cause” under subsection f, below. For the avoidance of
doubt, the notice period and any right to continued compensation shall run from the
date of the Adverse Action, and not from any later date.



c. Retirement. Executive’s termination of his employment under this Agreement by
reason of retirement shall be treated as a voluntary termination by Executive pursuant to, and
subject to the requirements of, subsection a, above.



d. Death of Executive. This Agreement shall terminate immediately in the event of the
death of Executive. Upon such termination, the Company shall pay to Executive’s legal
representative as soon as practicable all accrued and unpaid base salary and a pro-rated portion of
any other compensation otherwise due under Section 3, above. Such amounts shall be paid within
ninety (90) days after Executive’s death, on a date determined by the Company; provided, however,
that any pro-rated incentive payment shall be paid at the end of the performance period, at the
time prescribed by the Incentive Plan, based on (and subject to) actual achievement of the
applicable performance goals. The Company shall also pay any benefits that are payable pursuant to
the terms of the plans and programs described in Section 3.d, above.



e. Disability of Executive. If Executive becomes Disabled (as defined below) during
the term of this Agreement, he shall be entitled to any disability benefits payable under
Company-sponsored disability benefit plans made available to Company employees generally, and his
employment hereunder shall terminate. Following such termination, through the last month that ends
before the earliest of cessation of such Disability, Executive’s 65th birthday, or Executive’s
death, the Company shall pay to Executive (in addition to the other disability benefits described
in this Section 5.e, but in lieu of any other obligations hereunder) an annual disability benefit
of Three Hundred Thousand Dollars (US $300,000). Subject to the Six-Month Delay Rule described in
Section 7.c, below, such benefit shall be paid in arrears in equal monthly installments. In
addition, Executive shall be entitled to a pro-rated incentive payment for the fiscal year in which
his employment terminates; such incentive payment shall be paid at the end of the performance
period, at the time prescribed by the Incentive Plan, based on (and subject to) actual achievement
of the applicable performance goals. “Disabled” and “Disability” shall mean that Executive has
been totally disabled by injury or illness, mental or physical, as a result of which he is
prevented from further performance of the duties required by Section 1.b and c, above, and that
such disability is likely to be permanent and continuous during the remainder of Executive’s life.



In the event of a dispute over whether Executive has become Disabled, such dispute shall be
resolved through arbitration under American Arbitration Association rules, in Phoenix, Arizona.



f. Company Termination Without Cause. If the Company wishes to terminate Executive’s
employment under this Agreement for a reason other than “Cause” (as defined in subsection g,
below), or death or Disability (as defined in subsection e, above), the Company shall provide to
Executive written notice of such intent at least ninety (90) days before the intended termination
date. During the period from such written notice through the later of (i) the last day of the
ninety (90) day notice period or (ii) the last day of the Company’s fiscal year beginning on July
3, 2011, Executive shall continue to be paid his base salary and other compensation required by
Section 3, above; provided, however, that if Executive’s employment terminates before the end of
such period, his right to continued salary and other compensation shall be subject to the Six-Month
Delay Rule described in Section 7.c, below, and the provisions of Section 7.g (Cash in Lieu of
Benefits), below. Executive shall continue to be eligible for annual incentive payments after the
Company has provided notice of its intent to terminate Executive’s employment hereunder. Any
annual incentive payments due shall be paid at the end of the performance period, at the time
prescribed by the Incentive Plan, based on (and subject to) actual achievement of the applicable
performance goals and pro-rated if Executive’s employment terminates before the end of the
performance period.



g. Company Termination With Cause. If the Company terminates Executive’s employment
hereunder for “Cause” (as defined in this subsection g), the Company shall not be required to
provide any advance notice. In the event of a termination for Cause, the Company shall pay to
Executive any salary due pursuant to Section 3.a, above, for service through the date of
termination, within thirty (30) days thereafter, and Executive shall forfeit any right to receive
incentive compensation or a bonus pursuant to Section 3.b, above. For purposes of this Agreement,
“Cause” means, but is not limited to, Executive’s gross misconduct, breach of any material term of
this Agreement, willful breach, habitual neglect or wanton disregard of his duties, or conviction
of any criminal act.



h. Executive Termination Upon Change of Control. Upon a Change of Control as defined
in the Change of Control Agreement (the “COC”) separately entered into between the Company and
Executive, the provisions of the COC shall apply. If Executive becomes eligible to receive any
payment or payments under the COC, such payments shall be in lieu of any right to payments or
benefits under this Section 5 and he shall not be entitled to receive any payments or benefits
under this Section 5; provided, however, that the COC shall not supersede the Bridge to Medicare
required by subsection j, below.



i. Resignation as Director. Upon termination of Executive’s employment hereunder,
Executive shall immediately submit his written resignation as a member of the Board. The Board
shall have discretion to accept or reject such resignation.



j. Bridge to Medicare. Subject to the provisions of this Section 5.j and Section
7.g(ii) (Cash in Lieu of Benefits), following the termination of Executive’s employment for any
reason other than Cause, death, or Disability (each as defined above), the Company shall continue
to make available to Executive, for the benefit of Executive and his spouse, the medical and dental
benefits that Executive was entitled to receive immediately before such termination of employment
(or the end of the consultancy). Such right to extended coverage shall end when Executive and his
spouse are both eligible for Medicare (without regard to whether they have enrolled in Medicare).
Executive’s premium rate for such extended coverage shall be the same “employee plus one” (or
comparable) rate as applies to senior executives of the Company who are actively employed. For the
avoidance of doubt, (i) Executive’s right to benefits under this Section 5.j shall not duplicate
continued benefits that Executive is otherwise entitled to receive under another provision of this
Agreement or another arrangement; (ii) Executive’s right to cash or in-kind benefits shall be
subject to the Six-Month Delay Rule described in Section 7.c, below; and (iii) Executive shall not
be entitled to any benefit or reimbursement under this Section 5.j if his employment hereunder (or
the consultancy) terminates by reason of Cause, death, or Disability (each as defined above).




	6.	 	Specific Performance





Executive acknowledges that (a) the services to be rendered under this Agreement and the
obligations of Executive assumed herein are of a special, unique and extraordinary character; (b)
it would be difficult or impossible to replace such services and obligations; (c) the Company, its
subsidiaries and affiliates will be irreparably damaged if the provisions hereof are not
specifically enforced; and (d) the award of monetary damages will not adequately protect the
Company, its subsidiaries and affiliates in the event of a breach hereof by Executive. As a
result, Executive agrees and consents that if he violates any of the provisions of this Agreement,
the Company shall, without any bond or other security being required and without the necessity of
proving monetary damages, be entitled to a temporary and/or permanent injunction to be issued by a
court of competent jurisdiction restraining Executive from committing or continuing any violation
of this Agreement, or any other appropriate decree of specific performance. Such remedies shall
not be exclusive and shall be in addition to any other remedy (including monetary damages) that the
Company may have.




	7.	 	Section 409A and Cash in Lieu of Benefits





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 Executive’s termination of employment, termination date, and similar terms
related to Executive’s termination of employment or separation from service shall refer to the date
of Executive’s “separation from service” within the meaning of Section 409A(a)(2)(A)(i) of the
Code, as determined by the Company.



c. Six-Month Delay Rule. If, as of his termination date, Executive is a “specified
employee” (as determined by the Company in accordance with its guidelines established pursuant to
Treas. Reg. § 1.409A-1(i)), any amount payable to Executive 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 on the Company’s first pay
date for the seventh (7th) month that starts after Executive’s termination date (or, if earlier,
within 90 days after Executive’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 Executive’s termination date.



d. 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.



e. 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 Executive or any other individual entitled to receive the payment.



f. 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 Executive 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 Executive’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.



g. Cash in Lieu of Benefits. Executive’s right to receive (I) tax-qualified
retirement and savings and (II) health benefits under this Agreement is subject to the terms of the
applicable plans and satisfying all applicable tax-qualification, nondiscrimination, and similar
requirements. In lieu of any benefit that the Company determines may not be provided by reason of
the immediately preceding sentence, the Company shall pay to Executive cash as follows:




(i) In lieu of tax-qualified retirement and savings benefits that the Company
determines may not be provided, the Company shall pay to Executive an amount equal
to the Company-provided contributions or benefit accruals that would have otherwise
accumulated under the applicable retirement or savings plan if not for the Company’s
determination. Such amount shall not include any payment with respect to any lost
opportunity to make pre-tax or after-tax deferrals or contributions. However, the
amount of any matching contribution that Executive would otherwise have been
entitled to receive shall be calculated based on the assumption that Executive would
have deferred or contributed the amount required to be eligible for the maximum
matching contribution payable for the applicable period. Subject to the Six-Month
Delay Rule described in subsection c, above, such amount shall be paid within thirty
(30) days after the end of the period for which such retirement or savings benefits
would otherwise have been provided.




(ii) In lieu of health benefits that the Company determines may not be provided, the
Company shall pay to Executive the amount described in this Section 7.g(ii) for each
applicable month for which Executive would otherwise be entitled to health benefits.
The amount for each month shall be equal to 167 percent of the excess of (A) the
COBRA premium for the applicable coverage under the Company’s plan for such month
(without regard to whether Executive is eligible for COBRA coverage) 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 subsection c, above, such amount shall be paid monthly in
arrears.



h. Limited Indemnity for Company Error. If (and only if) Executive becomes subject to
adverse tax consequences under Section 409A of the Code as a result of (i) the Company’s failure to
administer this Agreement in accordance with its terms; (ii) the Company’s failure to administer
any “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code)
other than this Agreement in accordance with its terms or the requirements of Section 409A; or
(iii) the Company’s failure to satisfy the Section 409A document requirements for any nonqualified
deferred compensation plan other than this Agreement, the Company shall pay to Executive an amount
such that after all required income and employment tax withholding, the net amount paid to
Executive is equal to the tax imposed under Section 409A of the Code as a result of the applicable
error. Such amount shall be calculated by a certified public accounting firm selected and paid by
the Company (the “Accounting Firm”), and shall be paid no later than the last day of Employee’s
taxable year next following the taxable year in which Executive remits the applicable taxes to the
U.S. Treasury. Any determination by the Accounting Firm shall be binding upon the Company and
Executive.




	8.	 	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.




	9.	 	Miscellaneous Provisions





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, Executive 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 Executive, his
legal representatives, heirs, and distributees, and upon the Company, its successors and assigns.



c. Entire Agreement. 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 Employment Agreement, which is hereby canceled and of no further
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. Severability. Each substantive provision of this Agreement is a separate
agreement, independently supported by good and adequate consideration, and is severable from the
other provisions of the Agreement. If any provision of this Agreement is held to be invalid,
illegal, or unenforceable, such provision shall be reformed to resolve the applicable issue while
still achieving the intent of the provision to the maximum extent possible, and no other provision
of the agreement shall be affected or impaired in any way. With respect to any restrictive
covenant, it is understood and agreed that if a court of competent jurisdiction or a duly
constituted arbitration panel refuses to enforce any part of such restrictive covenant because it
is unreasonable (whether as to geographic scope, duration, activity, subject, or otherwise), the
unenforceable provision shall not be void but rather shall be deemed reduced or limited to the
minimum extent necessary to permit enforcement of the covenant. For this purpose, the geographic
scope, duration, activity, and subject are divisible.



f. Forfeiture of Certain Parachute Payments.




(i) Notwithstanding any other provision of this Agreement, if paragraph (ii), below,
applies, Executive shall forfeit amounts payable to Executive 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 Executive 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 Executive.




(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 Executive receiving a
“parachute payment” (as defined in Section 280G(b)(2) of the Code), and
(B) Executive’s forfeiture of payments due under this Agreement would result in the
aggregate after-tax amount that Executive would receive being greater than the
aggregate after-tax amount that Executive would receive if there were no such
forfeiture.




(iii) Neither the Company nor Executive 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.



g. Survival. The provisions of Sections 3.g (No Reduction in Covered Compensation
Under SERP), 4 (Restrictive Covenants), 5 (Termination Rights and Responsibilities), 6 (Specific
Performance), 7 (Section 409A and Cash in Lieu of Benefits), 8 (Governing Law), and 9
(Miscellaneous Provisions) of this Agreement shall survive the termination of Executive’s
employment hereunder.



h. 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.



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IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the
Effective Date.



	 	 	 
	AVNET, INC.	 	EXECUTIVE
	By:

Raymond Sadowski

Title: Senior Vice President

	 	Roy Vallee












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