Avnet 2012 Annual Report Download - page 100

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(1)
Non-Competition
. While employed by the Company or an Affiliate, the Participant shall not,
without the written consent of the Chief Executive Officer of the Company (the “CEO”),
directly or indirectly
(whether through his spouse, child or parent, other legal entity or otherwise): own, manage, operate, join, control,
participate in, invest in, or otherwise be connected with, in any manner, whether as an officer, director,
employee, partner, investor, shareholder, consultant, lender or otherwise, any business entity which is engaged
in, or is in any way related to or competitive with, the business of the Company or any of its Affiliates; provided,
however, notwithstanding the foregoing the Participant shall not be prohibited from owning, directly or
indirectly, up to 5% of the outstanding equity interests of any company or entity the stock or other equity
interests of which is publicly traded on a national securities exchange or on the NASDAQ over-the-
counter
market.
(2)
Non-Solicitation
. The Participant will not, at any time while employed by the Company or an
Affiliate and for a period of one year after Termination of Employment, without the written consent of directly or
indirectly, on the Participant’
s behalf or on behalf of any person or entity, induce or attempt to induce any
employee of the Company or an Affiliate, or any individual who was an employee of the Company or an
Affiliate, during the one (1) year period prior to the date of such inducement, to leave the employ of the
Company or an Affiliate, or to become employed by any person other than the Company or an Affiliate, or offer
or provide employment to any such individual.
(3)
Use and Nondisclosure of Confidential Information .
(A)
For purposes of this subparagraph 5.2(b)(3), the following terms shall apply:
(i)
“ Confidential Information ”
means that confidential business
information of the Company or an Affiliate, whether or not discovered, developed, or
known by the Participant as a consequence of his employment with the Company or an
Affiliate. Without limiting the generality of the foregoing, Confidential Information shall
include information concerning customer identity, needs, buying practices and patterns,
sales and management techniques, employee effectiveness and compensation information,
supply and inventory techniques, manufacturing processes and techniques, product design
and configuration, market strategies, profit and loss information, sources of supply,
product cost, gross margins, credit and other sales terms and conditions. Confidential
Information shall also include, but not be limited to, information contained in manuals,
memoranda, price lists, computer programs (such as inventory control, billing, collection,
etc.) and records prepared by, or on behalf of, the Company (or an Affiliate), whether or
not designated, legended or otherwise identified by the Company (or an Affiliate) as
Confidential Information.
(ii)
“ Developments ” mean those inventions,
14