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Exhibit 10.21
First Amendment to the Avnet Deferred Compensation Plan
(As Amended and Restated Effective Generally as of January 1, 2009)
WHEREAS, Avnet, Inc., a New York corporation (the “Company”), maintains the Avnet Deferred Compensation Plan (the
“Plan”);
WHEREAS, Section 8.4 of the Plan provides that the Company may amend the Plan, by action of the Deferred Compensation
Plan Committee (the “Committee”) appointed by the Board to administer the Plan; and
WHEREAS, the Company wishes to amend the Plan to prohibit participation by any employee whose expected annual
compensation is less than the limit prescribed by Section 401(a)(17) of the Internal Revenue Code of 1986, as amended, and to make
certain clarifications;
NOW, THEREFORE, the Plan is hereby amended as set forth below, effective as of January 1, 2009, except as otherwise
provided:
No individual shall qualify as an Eligible Employee for a Plan Year unless the individual’s projected Compensation for
such Plan Year is no less than the following amount:
(a) Effective for Plan Years ending before March 1, 2012, for Salary earned after December 31, 2008 and Incentive
Compensation earned after February 28, 2009, $150,000.
(b) Effective for Plan Years starting after December 31, 2011, the limit prescribed by section 401(a)(17) of the Code
for the calendar year that ends during the Plan Year.
1. Effective for Plan Years starting after December 31, 2011, Section 1.15 of the Plan (definition of Eligible Employee) is amended
by replacing the last sentence thereof (“In addition, effective for Salary earned after December 31, 2008 . . . .”) with the
following:
2.
Section 3.2(b) of the Plan is clarified by replacing the term
second last Business Day
with
second to last Business Day
.
3.
Section 6.1(d) of the Plan (Mandatory Lump Sum Distributions) is clarified as follows:
a.
The term
Section 6
is replaced with
Article 6
.
b.
In clause (i) thereof, the following parenthetical is added after the phrase
at his or her termination of employment
(or, with respect to Section 409A Covered Benefits payable by reason of a Section 409A Disability, at his or her Payment
Eligibility Date, as defined in subsection (g), below).