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TECH DATA CORP
FORM 10-K
(Annual Report)
Filed 04/09/14 for the Period Ending 01/31/14
Address 5350 TECH DATA DR
CLEARWATER, FL 33760
Telephone 7275397429
CIK 0000790703
Symbol TECD
SIC Code
5045 - Computers and Computer Peripheral Equipment and Software
Industry Computer Hardware
Sector Technology
Fiscal Year 01/31
http://www.edgar-online.com
© Copyright 2014, EDGAR Online, Inc. All Rights Reserved.
Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

Table of contents

  • Page 1
    TECH DATA CORP FORM 10-K (Annual Report) Filed 04/09/14 for the Period Ending 01/31/14 Address Telephone CIK Symbol SIC Code Industry Sector Fiscal Year 5350 TECH DATA DR CLEARWATER, FL 33760 7275397429 0000790703 TECD 5045 - Computers and Computer Peripheral Equipment and Software Computer ...

  • Page 2
    ...TECH DATA CORPORATION (Exact name of Registrant as specified in its charter) Florida (State or other jurisdiction of incorporation or organization) 59-1578329 (I.R.S. Employer Identification Number) 5350 Tech Data Drive Clearwater, Florida (Address of principal executive offices) 33760 (Zip Code...

  • Page 3
    ... date. Class Common stock, par value $.0015 per share Outstanding at March 26, 2014 38,176,879 DOCUMENTS INCORPORATED BY REFERENCE The registrant's Proxy Statement for use at the Annual Meeting of Shareholders on June 4, 2014, is incorporated by reference in Part III of this Form 10-K to the extent...

  • Page 4
    ... about Market Risk Financial Statements and Supplementary Data Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information 15 17 18 32 34 63 63 67 Directors, Executive Officers and Corporate Governance Executive Compensation...

  • Page 5
    ... 115,000 value-added resellers ("VARs"), direct marketers, retailers and corporate resellers who support the diverse technology needs of end users. We sell to customers in more than 100 countries throughout North America, South America, Europe, the Middle East and Africa. Throughout this document...

  • Page 6
    ... end of fiscal 2012. In fiscal 2013, we completed the acquisition of several distribution companies of Specialist Distribution Group (collectively "SDG"), the distribution arm of Specialist Computer Holdings PLC ("SCH"), a privately-held IT services company headquartered in the United Kingdom, for...

  • Page 7
    ... strategies, new product offerings and supply and demand fluctuations within our operating regions. Our consolidated net sales for fiscal 2014 and 2013 within our strategic focus categories approximated the following: 2014 2013 Broadline Data Center Software Mobility Consumer Electronics Our...

  • Page 8
    ...for the Company and our customers. In fiscal 2014 and 2013, approximately 45% and 43% of our consolidated net sales originated from orders received electronically. Competition We operate in a market characterized by intense competition, based on such factors as product availability, credit terms and...

  • Page 9
    ...link to all SEC filings where current reports on Form 8-K and any amendments to previously filed reports may be accessed, free of charge. Information on Tech Data's website is not incorporated into this Form 10-K or the Company's other securities filings and is not a part of them. Executive Officers...

  • Page 10
    ... Financial Officer, the Americas Senior Vice President and Corporate Controller Senior Vice President, General Counsel and Secretary Robert M. Dutkowsky, Chief Executive Officer , joined Tech Data as Chief Executive Officer and was appointed to the Board of Directors in October 2006. His career...

  • Page 11
    ... a Bachelor of Science Degree in Accounting from Florida State University. David R. Vetter, Senior Vice President, General Counsel and Secretary , joined the Company in June 1993 as Vice President and General Counsel and was promoted to Corporate Vice President and General Counsel in April 2000. In...

  • Page 12
    ... primarily on product availability, credit terms and availability, price, effectiveness of information systems and e-commerce tools, speed of delivery, ability to tailor specific solutions to customer needs, quality and depth of product lines and training, service and support. Our customers are not...

  • Page 13
    ... vendors, or terminations of a supply or services agreement, or a significant change in vendor terms or conditions of sale by our largest vendors will negatively affect our revenue and operating profit. The Company receives a significant percentage of revenues from products it purchases from certain...

  • Page 14
    ...in internal control over financial reporting with respect to the control environment within the Company's primary operating subsidiary in the UK and two other European subsidiaries, inadequate controls over manual journal entries in Europe and in two subsidiaries in Latin America, inadequate account...

  • Page 15
    ... Properties. Our executive offices are located in Clearwater, Florida. As of January 31, 2014, we operated a total of 28 logistics centers to provide our customers timely delivery of products. Fourteen of these logistics centers are located in the Americas and fourteen are located in Europe. As of...

  • Page 16
    Table of Contents ITEM 4. Not applicable. Mine Safety Disclosures . 14

  • Page 17
    ... NASDAQ Stock Market, Inc. ("NASDAQ") under the symbol "TECD." We have not paid cash dividends since fiscal 1983 and the Board of Directors has no current plans to institute a cash dividend payment policy in the foreseeable future. The table below presents the quarterly high and low sale prices for...

  • Page 18
    ... 5045 2009 2010 225 146 151 2011 259 186 179 2012 287 198 164 2013 281 226 161 2014 298 299 206 Tech Data Corporation NASDAQ Stock Market (U.S.) Index SIC Code 5045 - Computer and Peripheral Equipment and Software 100 100 100 Unregistered Sales of Equity Securities None. Issuer Purchases...

  • Page 19
    ... Condition and Results of Operations and our consolidated financial statements and notes thereto appearing elsewhere in this Annual Report. FIVE-YEAR FINANCIAL SUMMARY (In thousands, except per share data) Year ended January 31, 2014 2013 2012 2011 2010 Income statement data: (1) Net sales...

  • Page 20
    ... 1, 2012, we completed the acquisition of several distribution companies of Specialist Distribution Group (collectively "SDG"), the distribution arm of Specialist Computer Holdings PLC ("SCH"), a privately-held IT services company headquartered in the United Kingdom, for a final purchase price of...

  • Page 21
    ...our North American financial systems and logistics network on SAP. During the second quarter of fiscal 2013, we implemented the sales, inventory and credit management modules of SAP within our U.S. operations, which substantially completed the implementation of the enterprise resource planning ("ERP...

  • Page 22
    ... risks (such as technological obsolescence and the nature of vendor terms surrounding price protection and product returns), foreign currency fluctuations for foreign-sourced products, and assumptions about future demand. Market conditions or changes in terms and conditions by our vendors that...

  • Page 23
    ... economic conditions and practices, which are all subject to change as events evolve and as additional information becomes available during the administrative and litigation process. Recent Accounting Pronouncements and Legislation See Note 1 of Notes to Consolidated Financial Statements for the...

  • Page 24
    ...,241,885 25,647,313 40.6% 59.4% 100.0% 2014 vs. 2013 2013 vs. 2012 3.7% 7.1% 3.7% 5.8% 2014 % of net sales (5.6)% 1.9% 9.3% (1.1)% 2013 % of net sales 2012 % of net sales Operating income ($ in thousands): Americas Europe Stock-based compensation expense Total $ $ 156,143 80,228 (8,858) 227...

  • Page 25
    ... of Tech Data Corporation- diluted $ 4.52 $ 5.04 $ 4.97 (1) Fiscal 2014 non-GAAP operating income excludes restatement-related expenses of $13.2 million in the Americas and $40.6 million in Europe and a gain associated with legal settlements in the Americas of $35.5 million. Fiscal 2014 non...

  • Page 26
    subsidiaries, net of the $9.1 million tax impact. (4) Fiscal 2014, 2013 and 2012 non-GAAP operating income excludes acquisition-related intangible assets amortization expense. Fiscal 2014, 2013, and 2012 non-GAAP net income excludes this expense, net of the related tax effects. (5) Fiscal 2014 and ...

  • Page 27
    ... European markets, including the U.K., Germany, and France. We sell many products purchased from the world's leading systems, peripherals, networking and software vendors. Products purchased from Hewlett-Packard Company generated 21% , 21% and 25% of our net sales in fiscal 2014, 2013 and 2012...

  • Page 28
    ... margin mobile phones, tablets and software, as well as the aforementioned effects from our implementation of certain SAP modules in the U.S. during the second quarter of fiscal 2013. Operating Expenses Selling, general and administrative expenses ("SG&A") SG&A as a percentage of net sales increased...

  • Page 29
    ... in Europe, which had been recorded in prior fiscal years. See Note 8 of Notes to Consolidated Financial Statements for discussion of the Company's fiscal 2014, 2013 and 2012 components of the provision for income taxes, reconciliation of income tax computed at the U.S. federal statutory tax rate to...

  • Page 30
    ... prior to the Company's acquisition in September 2012. Impact of Inflation During the fiscal years ended January 31, 2014, 2013 and 2012, we do not believe that inflation had a material impact on our consolidated results of operations or on our financial position. Quarterly Data-Seasonality Our...

  • Page 31
    ... Tech Data's Consolidated Statement of Cash Flows for the fiscal years ended January 31, 2014, 2013 and 2012: Years ended January 31, 2014 2013 (In thousands) 2012 Net cash provided by (used in): Operating activities Investing activities Financing activities Effect of exchange rate changes...

  • Page 32
    ... institutions, however, we monitor our financing and depository financial institution partners regularly for credit quality. We believe that our existing sources of liquidity, including cash resources and cash provided by operating activities are sufficient to meet our working capital needs and cash...

  • Page 33
    ...and collect the sold accounts receivable. At January 31, 2014 and 2013, the Company had a total of $263.7 million and $284.7 million , respectively, of accounts receivable sold to and held by financial institutions under these agreements. During the fiscal years ended January 31, 2014, 2013 and 2012...

  • Page 34
    ..."). Properties leased under the Synthetic Lease are located in Clearwater and Miami, Florida; Fort Worth, Texas; Fontana, California; Suwanee, Georgia; Swedesboro, New Jersey; and South Bend, Indiana. The Synthetic Lease is accounted for as an operating lease and rental payments are calculated at...

  • Page 35
    ... to Consolidated Financial Statements. As of January 31, 2014, the Company was in compliance with all such covenants. Guarantees As is customary in the technology industry, to encourage certain customers to purchase product from us, we have arrangements with certain finance companies that provide...

  • Page 36
    .... VaR as of January 31, 2014 (In thousands) 2013 Foreign currency exchange rate sensitive financial instruments Interest rate sensitive financial instruments Combined portfolio $ (2,251) $ (707) (2,205) (661) (2,866) $ (2,958) $ Actual future gains and losses associated with the Company...

  • Page 37
    Table of Contents ITEM 8. Financial Statements and Supplementary Data. Index to Financial Statements Page Financial Statements Report of Independent Registered Certified Public Accounting Firm Consolidated Balance Sheet Consolidated Statement of Income Consolidated Statement of Comprehensive Income...

  • Page 38
    ... of the Public Company Accounting Oversight Board (United States), Tech Data Corporation and subsidiaries' internal control over financial reporting as of January 31, 2014, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations...

  • Page 39
    Table of Contents TECH DATA CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (In thousands, except share amounts) January 31, 2014 2013 ASSETS Current assets: Cash and cash equivalents Accounts receivable, less allowances of $58,754 and $58,284 Inventories Prepaid expenses and other assets ...

  • Page 40
    ... of Contents TECH DATA CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME (In thousands, except per share amounts) Year ended January 31, 2014 2013 2012 Net sales Cost of products sold Gross profit Operating expenses: Selling, general and administrative expenses Restatement-related...

  • Page 41
    Table of Contents TECH DATA CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (In thousands) Year ended January 31, 2014 2013 2012 Consolidated net income Other comprehensive (loss) income: Foreign currency translation adjustment Total comprehensive income Comprehensive ...

  • Page 42
    ... partner Purchase of noncontrolling interest Net income Balance-January 31, 2013 Issuance of treasury stock for benefit plan and equity-based awards exerc ised, including related tax benefit of $1,038 Stock-based compensation expense Total other comprehensive loss Net income Balance-January 31, 2014...

  • Page 43
    Table of Contents TECH DATA CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (In thousands) Year ended January 31, 2014 Cash flows from operating activities: Cash received from customers Cash paid to vendors and employees Interest paid Income taxes paid Net cash provided by ...

  • Page 44
    Total adjustments Net cash provided by operating activities 199,216 $ 379,148 $ (59,346) 123,694 $ 324,039 525,241 The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements. 40

  • Page 45
    ... value-added services. Tech Data's customers include valueadded resellers, direct marketers, retailers and corporate resellers who support the diverse technology needs of end users. The Company is managed in two geographic segments: the Americas (including North America and South America) and Europe...

  • Page 46
    ... (such as technological obsolescence and the nature of vendor terms surrounding price protection and product returns), foreign currency fluctuations for foreign-sourced product and assumptions about future demand. Market conditions or changes in terms and conditions by the Company's vendors that...

  • Page 47
    .... General, administrative, overhead, training, non-development data conversion processes, and maintenance costs, as well as the costs associated with the preliminary project and post-implementation stages are expensed as incurred. The Company's accounting policy is to amortize capitalized software...

  • Page 48
    ... by the Company for credit quality. The Company sells its products to a large base of value-added resellers, direct marketers, retailers and corporate resellers throughout North America, South America and Europe. The Company performs ongoing credit evaluations of its customers and generally does 44

  • Page 49
    ... in Europe, which insures a percentage of credit extended by the Company to certain of its customers against possible loss. The Company maintains provisions for estimated credit losses. No single customer accounted for more than 10% of the Company's net sales during fiscal years 2014, 2013 or 2012...

  • Page 50
    ... fees associated with (i) the restatement of certain of the Company's consolidated financial statements and other financial information from fiscal 2009 to fiscal 2013, (ii) the Audit Committee investigation to review the Company's accounting practices, (iii) supplemental procedures to assist in...

  • Page 51
    ... 9 - Employee Benefit Plans) using the treasury stock method. The composition of basic and diluted EPS is as follows: Year ended January 31, 2014 Net income attributable to shareholders of Tech Data Corporation $ 179,932 $ 2013 (In thousands, except per share data) 176,255 $ 190,750 2012 Weighted...

  • Page 52
    ... to software and software development expenditures to be used in the Company's operations and customer and vendor relationships related to the Company's acquisitions during fiscal 2012. There was no interest capitalized during any of the fiscal years ended January 31, 2014, 2013 and 2012. The...

  • Page 53
    ... cash. Acquisition of SDG On November 1, 2012, the Company acquired several distribution companies of Specialist Distribution Group (collectively "SDG"), the distribution arm of Specialist Computer Holdings PLC ("SCH"), a privately-held IT services company headquartered in the United Kingdom, for...

  • Page 54
    ...) Net sales As reported Proforma Net income attributable to shareholders of Tech Data Corporation As reported Proforma Acquisition of TD Mobility On November 1, 2013, the Company acquired Brightstar's fifty percent ownership interest in TD Mobility, a joint venture in the United States, for...

  • Page 55
    ... year ended January 31, 2012 were not material to the Company's consolidated operating results. NOTE 7 - DEBT The carrying value of the Company's outstanding debt consists of the following: January 31, 2014 (In thousands) 2013 Senior Notes, interest at 3.75% payable semi-annually, due September 21...

  • Page 56
    ... at January 31, 2013, at an interest rate of 1.02% . In addition to the facilities described above, the Company has various other committed and uncommitted lines of credit and overdraft facilities totaling approximately $429.6 million at January 31, 2014 to support its operations. Most of these...

  • Page 57
    ... of company-owned life insurance Disposal of subsidiaries Other, net 35.0 % 0.8 (19.5) (11.7) 0.0 6.4 0.3 0.0 (0.6) 0.0 1.2 11.9 % 35.0 % 1.2 (9.0) (9.9) 0.5 0.8 0.5 0.0 (0.4) 0.0 1.4 20.1 % 35.0 % 0.4 (3.4) (9.9) 0.0 1.6 0.1 (0.4) 0.0 3.2 (0.5) 26.1 % In fiscal 2014, 2013 and 2012, the Company...

  • Page 58
    ...pretax income are as follows: Year ended January 31, 2014 2013 (In thousands) 2012 United States Foreign $ $ 124,134 80,175 204,309 $ $ 108,700 120,766 229,466 $ $ 131,662 140,649 272,311 The significant components of the Company's deferred tax liabilities and assets are as follows: January...

  • Page 59
    ...thereby reducing the income tax expense and increasing net income in the period the determination was made. In connection with the SDG acquisition during fiscal 2013, the Company recorded a $30.1 million long-term deferred tax liability and a $3.1 million short-term deferred tax asset (see also Note...

  • Page 60
    ... Internal Revenue Service for years before fiscal 2011. Income tax returns of various foreign jurisdictions for fiscal 2006 and forward are currently under taxing authority examination or remain subject to audit. NOTE 9 - EMPLOYEE BENEFIT PLANS Overview of Equity Incentive Plans At January 31, 2014...

  • Page 61
    ... equity-based compensation plan are required to be priced at, or above, the fair market value of the Company's common stock on the date of grant. Awards generally vest between one and four years from the date of grant. For the fiscal years ended January 31, 2014, 2013 and 2012, the Company recorded...

  • Page 62
    ... ESPP through January 31, 2014, the Company has issued 483,538 shares of common stock to the ESPP. All shares purchased under the ESPP must be held by the employees for a period of one year. Stock-based compensation expense related to the ESPP was insignificant during fiscal 2014, 2013 and 2012. 57

  • Page 63
    ... 2014. NOTE 10 - SHAREHOLDERS' EQUITY During fiscal 2013, the Company completed both of the $100.0 million share repurchase programs approved by the Company's Board of Directors in May 2012 and November 2011. In conjunction with the Company's share repurchase programs, 10b5-1 plans were executed...

  • Page 64
    ... currency exposure relates primarily to international transactions in Europe, Canada and Latin America, where the currency collected from customers can be different from the currency used to purchase the product. The Company's transactions in its foreign operations are denominated primarily in the...

  • Page 65
    ..., Florida; Fort Worth, Texas; Fontana, California; Suwanee, Georgia; Swedesboro, New Jersey; and South Bend, Indiana. The Synthetic Lease is accounted for as an operating lease and rental payments are calculated at the applicable LIBOR rate plus a margin based on the Company's credit ratings. Upon...

  • Page 66
    ... collectively, will have a material adverse effect on the Company's financial condition, results of operations, or cash flows. Guarantees As is customary in the technology industry, to encourage certain customers to purchase products from Tech Data, the Company has arrangements with certain finance...

  • Page 67
    ... INFORMATION Tech Data operates predominately in a single industry segment as a distributor of technology products, logistics management, and other valueadded services. While the Company operates primarily in one industry, it is managed based on geographic segments: the Americas (including North...

  • Page 68
    ... Financial information by geographic segment is as follows: Year ended January 31, 2014 2013 (In thousands) Net sales to unaffiliated customers Americas (1) Europe Total $ $ 10,188,618 16,633,286 26,821,904 $ $ 9,823,515 15,534,814 25,358,329 $ $ 10,405,428 15,241,885 25,647,313 2012 Operating...

  • Page 69
    matters in one of the Company's subsidiaries in Spain (see further discussion in Note 13 - Commitments and Contingencies). 61

  • Page 70
    ...15 - INTERIM FINANCIAL INFORMATION (UNAUDITED) Interim financial information for fiscal years 2014 and 2013 is as follows: Quarter ended April 30 (1) Fiscal year 2014: Net sales Gross profit Operating income Consolidated net income Net income attributable to shareholders of Tech Data Corporation Net...

  • Page 71
    ...The Company engaged significant internal and external resources to perform supplemental procedures to assist in reviewing its financial statements and accounting practices in light of the material weaknesses described below. Management's Report on Internal Control over Financial Reporting Management...

  • Page 72
    ... the Code of Conduct and the Company's accounting policies. • The Company has engaged external experts to perform the internal audit function and to assist with the implementation of specific fraud detection procedures. • The accounting organization is adding resources to address standardization...

  • Page 73
    ...compliance. The Company has appointed a Chief Ethics and Compliance Officer and is evaluating additional enhancements to its compliance structure and organization. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting (as defined...

  • Page 74
    ... Accounting Firm The Board of Directors and Shareholders of Tech Data Corporation We have audited Tech Data Corporation and subsidiaries' internal control over financial reporting as of January 31, 2014, based on criteria established in Internal Control-Integrated Framework issued by the Committee...

  • Page 75
    ...Executive Officers" of Item 1 of this Form 10-K. The information required by Item 10 relating to Directors and corporate governance disclosures of the Company is incorporated herein by reference to the Company's definitive proxy statement for the 2014 Annual Meeting of Shareholders ("Proxy Statement...

  • Page 76
    ... of Certain Beneficial Owners and Management and Related Stockholder Matters. Equity Compensation Plan Information The number of shares issuable upon exercise of outstanding share-based equity incentives granted to employees and non-employee directors, as well as the number of shares remaining...

  • Page 77
    ... Acquisition of the IT Distribution Business of the SCC Group dated as of September 4, 2012 Amended and Restated Articles of Incorporation of Tech Data Corporation filed on June 23, 2009 with the Secretary of the State of Florida Bylaws of Tech Data Corporation as adopted by the Board of Directors...

  • Page 78
    69

  • Page 79
    ... and Administration Agreement dated as of December 13, 2011 Tech Data Corporation 401(k) Savings Plan (as amended and restated January 1, 2006) and Amendments 1 through 5 Executive Bonus Plan, approved by Shareholders at 2012 Annual Meeting Amendment No. 18 to Transfer and Administration Agreement...

  • Page 80
    70

  • Page 81
    ... Amendment No. 19 thereto, dated as of January 27, 2014 Employment Agreement between Tech Data Corporation and Néstor Cano, dated as of January 17, 2014 Amendment to the 2009 Equity Incentive Plan of Tech Data Corporation Subsidiaries of Registrant Consent of Ernst & Young LLP 10-BBai (1) 10-BBaj...

  • Page 82
    24 (1) 31-A (1) Power of Attorney (included on signature page) Certification of Chief Executive Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 71

  • Page 83
    ... by reference to the Exhibits included in the Company's Form 8-K dated December 8, 2004, File No. 0-14625. Incorporated by reference to the Exhibits included in the Company's Definitive Proxy Statement for the 1995 Annual Meeting of Shareholders, File No. 0-14625. Incorporated by reference to the...

  • Page 84
    ... by reference to the Exhibits included in the Company's Form 10-Q for the quarter ended October 31, 2013, File 0-14625. XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statements or prospectus for purposes of Sections 11 and...

  • Page 85
    Table of Contents SCHEDULE II TECH DATA CORPORATION AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS (In thousands) Activity Allowance for doubtful accounts receivable and sales returns January 31, 2014 2013 2012 (1) Balance at beginning of period Charged to cost and expenses Deductions Other...

  • Page 86
    ... of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on April 9, 2014. TECH DATA CORPORATION By /s/ ROBERT M. DUTKOWSKY Robert M. Dutkowsky Chief Executive Officer 75

  • Page 87
    ... Executive Officer, Director (principal executive officer) April 9, 2014 Executive Vice President and Chief Financial Officer, Director (principal financial officer) April 9, 2014 Senior Vice President and Corporate Controller (principal accounting officer) April 9, 2014 Chairman of the Board...

  • Page 88
    76

  • Page 89
    ... Tech Data Corporation, a Florida corporation (the " Lessee "), SunTrust Bank, a Georgia banking corporation (the " Lessor "), the Lenders party hereto, the Alternative Lessees party hereto, the Guarantors party hereto and SunTrust Equity Funding, LLC, as agent (the " Agent "). All capitalized terms...

  • Page 90
    ... as of May 19, 2000, among the Lessee, as collection agent, Tech Data Finance SPV, Inc., as transferor, Liberty Street Funding Corp., Chariot Funding LLC, The Bank of Nova Scotia, JPMorgan Chase Bank, N.A. and Bank of America, National Association, as has been further amended (the " Transfer and...

  • Page 91
    ... each dated as of December 14, 2011 among JPMorgan Chase Bank, N.A. and Tech Data Europe GMBH and the affiliates listed in Exhibit A to the Schedule thereto. 2. Lease Credit Agreement Waiver . The Agent and the Lenders hereby confirm that no Lease Event of Default or Event of Default pursuant to the...

  • Page 92
    ...amended by adding the following definitions thereto in appropriate alphabetical order: " Annual Meeting Matter " shall mean the possible inability of Tech Data to hold an annual meeting for the fiscal year ended January 31, 2013 due to the delay in the preparation of its financial statements for the...

  • Page 93
    ... (e) This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile or by email shall be effective as an...

  • Page 94
    ... AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF FLORIDA, WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICT OF LAWS. (h) The Lessee shall pay, or reimburse the Agent for, any and...

  • Page 95
    ...: Senior Vice President and Treasurer ALTERNATIVE LESSEE: TD FACILITIES, LTD., a Texas Partnership By: /s/ CHARLES V. DANNEWITZ Name: Charles V. Dannewitz Title: Senior Vice President and Treasurer GUARANTOR: TECH DATA FINANCE PARTNER, INC., a Florida corporation By: /s/ CHARLES V. DANNEWITZ Name...

  • Page 96
    S-2

  • Page 97
    SUNTRUST BANK, as Lessor By: /s/ SHAWN WILSON Name: Shawn Wilson Title: Director S-3

  • Page 98
    SUNTRUST EQUITY FUNDING, LLC, as Agent By: /s/ JUSTIN WILDE Name: Justin Wilde Title: Manager S-4

  • Page 99
    THE BANK OF NOVA SCOTIA, as a Lender By: /s/ EUGENE DEMPSEY Name: Eugene Dempsey Title: Director, Corporate Banking S-5

  • Page 100
    FIFTH THIRD BANK, an Ohio banking corporation, as a Lender By: /s/ JOHN A. MARIAN Name: John A. Marian Title: Vice President S-6

  • Page 101
    U.S. BANK NATIONAL ASSOCIATION, as a Lender By: /s/ RICHARD J. AMENY JR. Name: Richard J. Ameny Jr. Title: Vice President S-7

  • Page 102
    MERCANTIL COMMERCEBANK, N.A., as a Lender By: Name: Title: S-8

  • Page 103
    BTMU CAPITAL LEASING & FINANCE, INC., as a Lender By: /s/ GREGORY REGISTER Name: Gregory Register Title: Managing Director S-9

  • Page 104
    ... dated as of January 27, 2014 (the " Agreement ") is entered into among Tech Data Corporation, a Florida corporation (the " Borrower "), the Lenders party hereto, the Guarantors party hereto and Bank of America, N.A., as Administrative Agent. All capitalized terms used herein and not otherwise...

  • Page 105
    ... to (i) the Specified Matters, (ii) the failure to file with the SEC or to transmit to holders thereunder the 2013 Financial Statements or the Affected Quarterly Financial Statements as and when required by the terms thereof or (iii) the Annual Meeting Matter (A) in the case of the any agreement or...

  • Page 106
    ... duty, term, condition or covenant contained in the Credit Agreement or any other Loan Document, including, but not limited, to satisfaction of Section 8.13 for the fiscal year ending January 31, 2013 or (ii) the terms of Section 8.13 for any period covered by the Prior Financial Statements. The...

  • Page 107
    (g) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF FLORIDA. [remainder of page intentionally left blank] 4 CHAR2\1561654v5

  • Page 108
    ... AGENT: BANK OF AMERICA, N.A., as Administrative Agent By: /s/ ROBERT RITTELMEYER Name: Robert Rittelmeyer Title: Vice President LENDERS: BANK OF AMERICA, N.A., as a Lender By: /s/ PATRICK MARTIN Name: Patrick Martin Title: Managing Director TECH DATA CORPORATION THIRD AMENDMENT TO WAIVER...

  • Page 109
    THE ROYAL BANK OF SCOTLAND PLC_____, as a Lender By: /s/ MATTHEW PENNACHIO Name: /s/ Matthew Pennachio Title: Director TECH DATA CORPORATION THIRD AMENDMENT TO WAIVER AGREEMENT

  • Page 110
    CITIBANK, N.A.__ _____, as a Lender By: /s/ JAMES M. WALSH Name: /s/ James M. Walsh Title: Managing Director and Vice President TECH DATA CORPORATION THIRD AMENDMENT TO WAIVER AGREEMENT

  • Page 111
    THE BANK OF NOVA SCOTIA,__ _____, as a Lender By: /s/ EUGENE DEMPSEY Name: /s/ Eugene Dempsey Title: Director Corporate Banking TECH DATA CORPORATION THIRD AMENDMENT TO WAIVER AGREEMENT

  • Page 112
    Skandinaviska Enskilda Banken AB (publ), as a Lender By: /s/ PENNY NEVILLE-PARK Name: Penny Neville-Park Title: Authorized Signatory TECH DATA CORPORATION THIRD AMENDMENT TO WAIVER AGREEMENT

  • Page 113
    Skandinaviska Enskilda Banken AB (publ), as a Lender By: /s/ DUNCAN NASH Name: Duncan Nash Title: Authorized Signatory TECH DATA CORPORATION THIRD AMENDMENT TO WAIVER AGREEMENT

  • Page 114
    JPMorgan Chase Bank, N.A., as a Lender By: /s/ JUSTIN KELLEY Name: Justin Kelley Title: Vice President TECH DATA CORPORATION THIRD AMENDMENT TO WAIVER AGREEMENT

  • Page 115
    U.S. Bank National Association, as a Lender By: /s/ RICHARD J. AMENY JR. Name: Richard J. ameny, Jr. Title: Vice President TECH DATA CORPORATION THIRD AMENDMENT TO WAIVER AGREEMENT

  • Page 116
    Branch Banking and Trust Company, as a Lender By: /s/ KELLY ATTAYCK Name: Kelly Attayck Title: Banking Officer TECH DATA CORPORATION THIRD AMENDMENT TO WAIVER AGREEMENT

  • Page 117
    SunTrust Bank, as a Lender By: /s/SHAWN WILSON Name: Shawn Wilson Title: Director TECH DATA CORPORATION THIRD AMENDMENT TO WAIVER AGREEMENT

  • Page 118
    Branch Banking & Trust Company, as a Lender By: /s/ ANTHONY NIGRO Name: Matthew Pennachio Title: Director TECH DATA CORPORATION THIRD AMENDMENT TO WAIVER AGREEMENT

  • Page 119
    ...Waiver, on the terms and conditions set forth herein; WHEREAS, the Tech Data Parties have informed the Waiving Parties that, as a result of the Specified Financial Reporting Matters, as defined in the Limited Waiver, Tech Data may be unable to hold its annual shareholders' meeting relating to fiscal...

  • Page 120
    ... its 2013 Financial Statements (the " Annual Meeting Matter "), as required by the NASDAQ Stock Market (" NASDAQ ") listing requirements and Florida law; "WHEREAS, the Tech Data Parties have requested that the Waiving Parties (i) extend the required date of delivery for the Transferor 2013 Financial...

  • Page 121
    ...obligations, covenants, conditions precedent, certifications, representations or warranties relating to the Specified Financial Reporting Matters or the Annual Meeting Matter or (B) any failure to file with the SEC or deliver to holders of any Indebtedness the 2013 Financial Statements, the Affected...

  • Page 122
    ... tax contingencies in the 2013 Financial Statements) with the estimates of consolidated net income reductions included in Part IV of the SEC Filing and (y) failure of Tech Data to obtain an applicable exception from NASDAQ on or before March 27, 2014 with respect to the Annual Meeting Matter or if...

  • Page 123
    ... Prior Financial Statements and the 2013 Financial Statements, each as defined in the Limited Waiver, as amended hereby) or any subsequent period, or (iii) the obligations of any Tech Data Party to comply with the terms of any other Indebtedness, it being understood that no Termination Event under...

  • Page 124
    ...constitutes a Termination Event or a Potential Termination Event. (f) This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of...

  • Page 125
    ... the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. TECH DATA FINANCE SPV, INC., as Transferor By: /s/ CHARLES V. DANNEWITZ Name: Charles V. Dannewitz Title: Senior Vice President & Treasurer TECH DATA CORPORATION, as...

  • Page 126
    LIBERTY STREET FUNDING LLC By: /s/ JOHN L. FRIDLINGTON Name: John L. Fridlington Title: Vice President THE BANK OF NOVA SCOTIA, as Liberty Agent and as a Liberty Bank Investor By: /s/ Diane Emanuel Name: Diane Emanuel Title: Managing Director TECH DATA CORPORATION THIRD AMENDMENT TO LIMITED WAIVER

  • Page 127
    ...JPMorgan Chase Bank, N.A., its attorney-in-fact By: /s/ JOHN KUHNS Name: John Kuhns Title: Executive Director JPMORGAN CHASE BANK, N.A, as Falcon Agent and as a Falcon Bank Investor By: /s/ JOHN KUHNS Name: John Kuhns Title: Executive Director TECH DATA CORPORATION THIRD AMENDMENT TO LIMITED WAIVER

  • Page 128
    BANK OF AMERICA, NATIONAL ASSOCIATION, as Administrative Agent and as a SUSI Issuer Bank Investor By: /s/ STEVEN MAYSONET Name: Steven Maysonet Title: Vice President TECH DATA CORPORATION THIRD AMENDMENT TO LIMITED WAIVER

  • Page 129
    EXHIBIT A 11

  • Page 130
    EXHIBIT B 12

  • Page 131
    ... TO LIMITED WAIVER dated as of January 27, 2014 (the " Agreement ") is entered into between TECH DATA CORPORATION, a Florida corporation (" Tech Data "), and TECH DATA FINANCE SPV, INC., a Delaware corporation (the " SPV "), in connection with (i) that certain Receivables Purchase and Servicing...

  • Page 132
    ... tax contingencies in the 2013 Financial Statements) with the estimates of consolidated net income reductions included in Part IV of the SEC Filing and (y) failure of Tech Data to obtain an applicable exception from NASDAQ on or before March 27, 2014 with respect to the Annual Meeting Matter or if...

  • Page 133
    ... respect to the matters waived in the Limited Waiver, as amended hereby (collectively, the " Waived Matters "), the representations and warranties of Tech Data set forth in Section 4.1 of the Purchase Agreement and Section 8 of the Receivables Credit Agreement are true and correct in all material...

  • Page 134
    ... parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. TECH DATA CORPORATION By: /s/ CHARLES V. DANNEWITZ Name: Charles V. Dannewitz Title: Senior Vice President & Treasurer TECH DATA CORPORATION THIRD AMENDMENT TO LIMITED...

  • Page 135
    TECH DATA FINANCE SPV, INC. By: /s/ CHARLES V. DANNEWITZ Name: Charles V. Dannewitz Title: Senior Vice President & Treasurer TECH DATA CORPORATION THIRD AMENDMENT TO LIMITED WAIVER TO TRANSACTION DOCUMENTS

  • Page 136
    EXHIBIT A 18

  • Page 137
    ...the laws of the State of Florida, with legal domicile at 5350 Tech Data Dr Clearwater, FL 33760, United States of Americas (hereinafter referred to as "Tech Data Corporation"), hereby represented by Mr. Bob Dutkowsky, duly authorized by the Board of Directors. Mr. Nestor Cano Soler, of full age, of...

  • Page 138

  • Page 139
    ... the Company as well as over other subsidiaries and affiliates of Tech Data Corporation in Europe. The Executive will also be a Director of Tech Data Spain. Fourth.- Based on the foregoing, the Parties agree that the Executive will be rendering services as President, Europe, localized in Spain, and...

  • Page 140
    ... necessary to ensure all employees will do so as well, informing the Board of Directors of Tech Data Corporation of any misconduct that he may have knowledge of. 2.7. The Executive will present the Company and any European subsidiary or affiliate of Tech Data Corporation all business opportunities...

  • Page 141
    ... The Executive shall be entitled to participate in the Bonus Plan of Tech Data Corporation in force from time to time from time to time, and subject to the targets and goals set out on an annual basis. 6.2. For the fiscal year 2014, the Target Annual Incentive will be 85% of the Base Salary defined...

  • Page 142
    ... to the terms and conditions of the Long Term Incentive Plan of Tech Data Corporation in force from time to time. The annual Executive Choice Program and grant of equity awards are discretionary and must be specifically approved by the Tech Data Compensation Committee. 7.4. The Company shall apply...

  • Page 143
    ... terms and conditions applicable upon a termination of employment as provided in the US Severance Plan as applicable from time to time, but no worse than the current US Severance Plan as attached as Annex 1. In this connection, the Parties expressly represent that the role of the Executive as well...

  • Page 144
    ... of this Agreement, the Parties agree that the Executive will be appointed as member of the Board of Directors of the Company, as well as may be appointed as member of the Board of Directors of any subsidiaries or affiliates of Tech Data Corporation in Europe. The parties agree that said appointment...

  • Page 145
    ..., current and new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, production, suppliers and customers; (iii) information regarding the skills and compensation of other employees of the Company, Tech Data Corporation or any of...

  • Page 146
    ... clause will apply to Spain, Europe, the United States of America and in any other country where the Company, Tech Data Corporation or any of the subsidiaries or affiliates of Tech Data Corporation conduct business. 13.4. Likewise, during the Executive's employment with the Company and for a period...

  • Page 147
    ... of his breach, which both parties establish, as a pre-liquidation clause, at an amount equal to two (2) years of the total cash compensation as calculated in clause 13.6, and the profit made by the Executive arising out of the equity associated with the Long Term Incentive Plan in the year prior to...

  • Page 148
    ... of activity, even if it is not the usual activity of Tech Data Corporation or the Company, and it will be entitled to transfer or assign them to third parties under the terms and conditions it deems appropriate, being such assignment authorized by the Executive since now and thereafter. 14.2. The...

  • Page 149
    ... the date first written above. For Tech Data España, S.L. For the Executive, /s/ R OBERT M. D UTKOWSKY Robert M. Dutkowsky Chief Executive Officer /s/ Néstor Cano Néstor Cano President, Europe For Tech Data Corporation /s/ R OBERT M. D UTKOWSKY Robert M. Dutkowsky Chief Executive Officer 12

  • Page 150

  • Page 151
    ...refers to the current version of the US Severance Plans, applicable as of October, 2013. The Parties accept that the US Severance Plans may change from time to time and the Executive accepts to be bound by the version of the US Severance Plans enforceable as of the termination date of his employment...

  • Page 152
    ...10-BBaj TECH DATA CORPORATION (hereinafter called the "Company") 2009 EQUITY INCENTIVE PLAN OF TECH DATA CORPORATION (hereinafter called the "Plan") GLOBAL NOTICE OF HOLD-TO-RETIREMENT EQUITY GRANT AGREEMENT I. NOTICE OF EQUITY GRANT Name/Participant : Type of Grant : Date of Grant : Total...

  • Page 153
    ... by applicable laws of descent and distribution, or pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended, or rules thereunder. Section 5. Delivery of Shares . (i) General . Subject to the other terms of...

  • Page 154
    ..., the subsequent sale of any Shares acquired or the receipt of any dividends, and (2) do not commit to structure the terms of the grant or any aspect of the HREs to reduce or eliminate the Participant's liability for Tax-Related Items. Finally, the Participant will pay to the Company or the Employer...

  • Page 155
    ... or reacquired Shares, a sufficient number of Shares to satisfy the requirements of the HREs; comply with the terms of the HREs promptly upon vesting of the HREs; and pay all fees or expenses necessarily incurred by the Company in connection with the issuance and delivery of Shares in settlement of...

  • Page 156
    ... a complete discharge of any liability for such payment under the Plan. If the Participant is a local national of and employed in a country that is a member of the European Union, the grant of the HREs and the terms and conditions governing the HREs are intended to comply with the age discrimination...

  • Page 157
    ... awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer; (vi) in the event that the Participant is not an employee of the Company, the grant of HREs will not be...

  • Page 158
    ... of personal data as described herein. The Company and Employer hold certain personal information about the Participant, including the Participant's name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title...

  • Page 159
    ... these rights by contacting the Employer's Human Resources manager or the Company's Human Resources Department. Section 12. Electronic Delivery and Acceptance . The Company may in its sole discretion, decide to deliver any documents related to the HREs granted under the Plan and participation in...

  • Page 160
    ... sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules and regulations or to facilitate the operation and administration of the HREs and the Plan (or the Company may establish alternative terms and conditions as may be...

  • Page 161
    IN WITNESS WHEREOF , the Company has caused this grant of HREs to be executed, as of the Date of Grant. TECH DATA CORPORATION By : /s/ ROBERT M. DUTKOWSKY Robert M. Dutkowsky, Chief Executive Officer By:_____ Holder 10

  • Page 162
    ... AGREEMENT In addition to the terms of the 2009 Equity Incentive Plan of Tech Data Corporation (the "Plan") and the Global Notice of Hold-to-Retirement Equity Grant Agreement (the "Agreement"), the HREs are subject to the following additional terms and conditions as set forth in this addendum (the...

  • Page 163
    ... that the Employer and/or the Company hold certain personal information about the Participant, including, but not limited to, Participant's name, home address and telephone number, date of birth, national insurance number or other identification number, salary, nationality, job title, any Shares or...

  • Page 164
    ... Participant understands that Data may be transferred to third parties assisting in the implementation, administration and management of the Plan, including any transfer required to a broker or other third party with whom Shares acquired pursuant to this grant of HREs or cash from the sale of such...

  • Page 165
    ...Compensation . The Participant expressly recognizes and acknowledges that participation in the Plan is a result of the discretionary and unilateral decision of the Company, as well as the Participant's free and voluntary decision to participate in the Plan in accordance with the terms and conditions...

  • Page 166
    ... TO THE TERMS AND CONDITIONS OF THE PLAN, THE AGREEMENT AND THIS ADDENDUM. _____ Signature _____ Printed Name _____ Date IMPORTANT NOTE: THIS ADDENDUM MUST BE SIGNED AND RETURNED TO STOCK ADMINISTRATION OF TECH DATA NO LATER THAN THIRTY (30) DAYS FROM THE DATE OF THE HRE. NETHERLANDS 1. Waiver of...

  • Page 167
    ... decided to grant HREs under the Plan to individuals who may be employees of the Company or its Subsidiaries or affiliated companies throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically...

  • Page 168
    ... withhold the required amount from other amounts payable to the Participant), and/or (iii) if permissible under local law, the Committee may require that the Company withhold a whole number of Shares otherwise deliverable to Participant having a Fair Market Value sufficient to satisfy the statutory...

  • Page 169
    ... or paid by an Officer Participant by the Due Date, the amount of any uncollected Tax-Related Items may constitute a benefit to the Participant on which additional income tax and National Insurance Contributions may be payable. The Participant agrees that the Company may collect any income tax and...

  • Page 170
    ...DATA CORPORATION (hereinafter called the "Company") 2009 EQUITY INCENTIVE PLAN OF TECH DATA CORPORATION (hereinafter called the "Plan") GLOBAL NOTICE OF GRANT AND RESTRICTED STOCK UNIT GRANT AGREEMENT I. NOTICE OF EQUITY GRANT Name/Participant : Type of Grant : Date of Grant : Total Shares Granted...

  • Page 171
    ... by applicable laws of descent and distribution, or pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended, or Rules thereunder. Section 5. Delivery of Shares . (i) General . Subject to the other terms of...

  • Page 172
    ...the subsequent sale of any Shares acquired at vesting or the receipt of any dividends, and (2) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant's liability for Tax-Related Items. Finally, the Participant will pay to the Company or the...

  • Page 173
    ... or reacquired Shares, a sufficient number of Shares to satisfy the requirements of the RSUs; comply with the terms of the RSUs promptly upon vesting of the RSUs; and pay all fees or expenses necessarily incurred by the Company in connection with the issuance and delivery of Shares pursuant to the...

  • Page 174
    ... a complete discharge of any liability for such payment under the Plan. If the Participant is a local national of and employed in a country that is a member of the European Union, the grant of the RSUs and the terms and conditions governing the RSUs are intended to comply with the age discrimination...

  • Page 175
    ... awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer; (vi) in the event that the Participant is not an employee of the Company, the grant of RSUs will not be...

  • Page 176
    ... information about the Participant, including the Participant's name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all options, units...

  • Page 177
    ... by contacting the Employer's Human Resources manager or the Company's Human Resources Department. Section 12. No Compensation Deferrals . Neither the Plan nor this Agreement is intended to provide for an elective deferral of compensation that would be subject to Section 409A of the Code ("Section...

  • Page 178
    ... sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules and regulations or to facilitate the operation and administration of the RSUs and the Plan (or the Company may establish alternative terms and conditions as may be...

  • Page 179
    ... are not limited to) requiring the Participant to sign any agreements or undertakings that may be necessary to accomplish the foregoing. IN WITNESS WHEREOF , the Company has caused this grant of RSUs to be executed, as of the Date of Grant. TECH DATA CORPORATION By :_/s/ ROBERT M. DUTKOWSKY Robert...

  • Page 180
    ... STOCK UNIT GRANT AGREEMENT _____ In addition to the terms of the 2009 Equity Incentive Plan of Tech Data Corporation (the "Plan") and the Global Notice of Grant and Restricted Stock Unit Grant Agreement 2. (the "Agreement"), the RSUs are subject to the following additional terms and conditions as...

  • Page 181
    ... PARTICIPANT ACKNOWLEDGES, UNDERSTANDS AND AGREES TO THE TERMS AND CONDITIONS OF THE PLAN, THE AGREEMENT AND THIS ADDENDUM. _____ Signature _____ Printed Name _____ Date IMPORTANT NOTE: THIS ADDENDUM MUST BE SIGNED AND RETURNED TO STOCK ADMINISTRATION OF TECH DATA NO LATER THAN THIRTY (30) DAYS FROM...

  • Page 182
    ... that the Employer and/or the Company hold certain personal information about the Participant, including, but not limited to, Participant's name, home address and telephone number, date of birth, national insurance number or other identification number, salary, nationality, job title, any Shares or...

  • Page 183
    ... 11 containing the Participant's authorization for data privacy purposes; (v) Section 13 addressing electronic delivery and acceptance procedures; and (vi) Section 14 stating that the laws of the State of Florida, U.S.A. will govern the Agreement and the Plan and the venue for litigation of any...

  • Page 184
    ...Compensation . The Participant expressly recognizes and acknowledges that participation in the Plan is a result of the discretionary and unilateral decision of the Company, as well as the Participant's free and voluntary decision to participate in the Plan in accordance with the terms and conditions...

  • Page 185
    ... Name _____ Date IMPORTANT NOTE: THIS ADDENDUM MUST BE SIGNED AND RETURNED TO STOCK ADMINISTRATION OF TECH DATA NO LATER THAN THIRTY (30) DAYS FROM THE DATE OF THE GRANT. NETHERLANDS 1. Waiver of Termination Rights . As a condition to the grant of the RSUs, the Participant hereby waives any and all...

  • Page 186
    ... decided to grant RSUs under the Plan to individuals who may be employees of the Company or its Subsidiaries or affiliated companies throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically...

  • Page 187
    ... mistaken or should any of the conditions not be met for any reason, then any grant of RSUs shall be null and void. Participant Signature: Participant Printed Name: Date _____ IMPORTANT NOTE: THIS ADDENDUM MUST BE SIGNED AND RETURNED TO STOCK ADMINISTRATION OF TECH DATA NO LATER THAN THIRTY (30...

  • Page 188
    ... withhold the required amount from other amounts payable to the Participant), and/or (iii) if permissible under local law, the Committee may require that the Company withhold a whole number of Shares otherwise deliverable to Participant having a Fair Market Value sufficient to satisfy the statutory...

  • Page 189
    ... or paid by an Officer Participant by the Due Date, the amount of any uncollected Tax-Related Items may constitute a benefit to the Participant on which additional income tax and National Insurance Contributions may be payable. The Participant agrees that the Company may collect any income tax and...

  • Page 190
    ... 2009 EQUITY INCENTIVE PLAN OF TECH DATA CORPORATION (hereinafter called the "Plan") NOTICE OF GRANT AND GRANT AGREEMENT I. NOTICE OF EQUITY GRANT Unless otherwise defined herein, the terms defined in this notice shall have the same defined meanings as in the Agreement and the Plan. In the event of...

  • Page 191
    ... day on which sales of a Share were reported) as quoted on the NASDAQ National Market, or on any other national exchange registered under the Exchange Act upon which the Common Stock is then listed, for the last market trading day prior to such date. "Grant Price" means the Fair Market Value of...

  • Page 192
    ... or by applicable laws of descent and distribution, or pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended, or Rules thereunder. (f) Minimum MVSSAR Exercise . Holder must exercise a minimum number of...

  • Page 193
    ... MVSSARs, including, but not limited to, the grant, the vesting and/or the exercise of an MVSSAR into Shares, or the subsequent sale of any Shares acquired at exercise and the receipt of any dividends, the Committee may require that the Company withhold a number of whole Shares otherwise deliverable...

  • Page 194
    ... reacquired shares, a sufficient number of Shares to satisfy the requirements of this MVSSAR; comply with the terms of this MVSSAR promptly upon exercise of the MVSSAR; and pay all fees or expenses necessarily incurred by the Company in connection with the issuance and delivery of Shares pursuant to...

  • Page 195
    ... means. The Holder hereby consents to receive such documents by electronic delivery and; if requested, to participate in the Plan through an on-line (and/or voice activated) system established and maintained by the Company or another third party designated by the Company. If required by local law or...

  • Page 196
    ... accepts this MVSSAR subject to all the terms and provisions of the Plan and agrees that all decisions under and interpretations of the Plan by the Committee or the Board shall be final, binding and conclusive upon the Holder and his heirs and legal representatives. This MVSSAR shall be governed by...

  • Page 197
    IN WITNESS WHEREOF , the Company has caused this MVSSAR to be executed, as of the Date of Grant. TECH DATA CORPORATION By: _/s/ ROBERT M. DUTKOWSKY Robert M. Dutkowsky, Chief Executive Officer By:_____ Employee 46

  • Page 198
    Exhibit 21-A

  • Page 199
    ... Limited UK Specialist Distribution Group (SDG) Limited Tech Data Brasil, Ltda TD Facilities, Ltd. (Partnership) TD Fulfillment Services, LLC TD Tech Data AB TD Tech Data Portugal Lda TD United Kingdom Acquisition Limited Tech Data (Netherlands) B.V. Tech Data (Schweiz) GmbH Tech Data bvba/sprl Tech...

  • Page 200
    ... as Brightstar Europe Limited) Tech Data Mobile Netherlands B.V. (formerly known as M.C.C BV) Tech Data Nederland B.V. Tech Data Norge AS Tech Data Operations Center, SA Tech Data Ã-sterreich GmbH Tech Data Peru S.A.C. Tech Data Polska Sp.z.o.o. Tech Data Product Management, Inc. Tech Data Resources...

  • Page 201
    ... Employee Stock Purchase Plan of our reports dated April 9, 2014 with respect to the consolidated financial statements and schedule of Tech Data Corporation and subsidiaries and the effectiveness of internal control over financial reporting of Tech Data Corporation, included in this Annual Report...

  • Page 202
    ...and report financial information; and Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: April 9, 2014 /s/ R OBERT M. D UTKOWSKY Robert M. Dutkowsky Chief Executive Officer

  • Page 203
    ...; and Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: April 9, 2014 /s/ J EFFERY P. H OWELLS Jeffery P. Howells Executive Vice President and Chief Financial Officer

  • Page 204
    ... the Securities Exchange Act of 1934, (15 U.S.C. 78m), and The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: April 9, 2014 /s/ R OBERT M. D UTKOWSKY Robert M. Dutkowsky Chief Executive Officer

  • Page 205
    ... of 1934, (15 U.S.C. 78m), and The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: April 9, 2014 /s/ J EFFERY P. H OWELLS Jeffery P. Howells Executive Vice President and Chief Financial Officer