Avnet 2012 Annual Report Download - page 92

determined on the first business day of a month preceding a Participant’s Payment Calculation Date.
(gg)
“ Salary ” shall mean the Participant’
s base salary payable by an Employer for a Plan Year, but
determined prior to reduction for any salary deferral contributions to a plan described under Code Sections 125 or 401(k)
or the Avnet Deferred Compensation Plan.
(hh)
“ Section 409A Change in Control ” means either a “change in the ownership”
of the Company,
“change in effective control” of the Company or “change in the ownership of a substantial portion of the assets”
of the
Company as determined in accordance with the Section 409A Rules. To the extent required under the Section 409A
Rules, a Section 409A Change in Control shall be determined by reference to an Affiliate instead of the Company.
(ii)
“ Section 409A Rules ”
mean regulations issued under Code Section 409A or other official and general
guidance issued by the Secretary of the Treasury, the Commissioner of the Internal Revenue Service or either of their
delegates interpreting Code Section 409A.
(jj)
“ Separation From Service ”
means the date when an Active Participant resigns or is dismissed from the
employment of the Company and all of its Affiliates and has incurred a “separation from service”
in accordance with the
Section 409A Regulation.
(kk)
“ Six-Month Payment Delay Rule ”
means the requirement under Code Section 409A that a Specified
Employee must delay his or her distribution from a “nonqualified deferred compensation plan” (
within the meaning of
the Section 409A Rules) for six (6) months after Separation From Service, but subject to applicable exceptions under the
Section 409A Rules for distributions due to death, a Section 409A Disability or a Section 409A Change in Control.
(ll)
“ Specified Employee ” means a Participant who is considered to be a “key employee”
under Code
Section 416(i) determined in accordance with procedures consistent with the Section 409A Rules. Without limiting the
generality of the foregoing, a Participant’
s status as a key employee shall be based on a calendar year, beginning with the
calendar year preceding the Interim Section 409A Effective Date and, if the Participant is then a key employee, the
Participant shall be considered to be a Specified Employee for the 12-
month period beginning on the April 1st following
the end of the calendar year when he or she was determined to be a key employee.
(mm)
“ Termination of Employment ”
means the date on which a Participant leaves active service with all
Employers under the employment policies of the Company.
(nn)
“ Trust ”
shall mean any irrevocable rabbi trust that may be established from time to time relating to the
Plan; provided, however, that the terms of such trust may provide that after all liabilities to Participants have been
satisfied under this Plan, as certified in writing by all Participants, any remaining assets under the trust may be returned
to the Company.
(oo)
“ Years of Service ” means each full 12-month period (based on a Participant’
s anniversary date of hire)
that a Participant has worked for an Employer, but excluding service with an entity that has been acquired or purchased
by an Employer. If a Participant incurs a Termination of Employment, is then rehired by an Employer and again
becomes an Active Participant, he or she
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