Tech Data 2014 Annual Report Download - page 144

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10.4.
The Parties agree that any severance payment hereunder shall be in lieu of any other severance payment to which the Executive would be
entitled pursuant to any other provision of Royal Decree 1382/1985, Workers’
Statute Act, severance plan, program, arrangement, or
policy of the Company, and shall be considered a part of, and not in addition to, amounts that may be payable to the Executive under any
of said laws, rules or regulations.
10.5. On the date of termination of the Executive’s relationship with the Company for any reason (or at any time prior thereto at the Company’
s
request), the Executive shall return all property belonging to the Company, Tech Data Corporation, or any of its subsidiaries and affiliates
(including, but not limited to, any Company-
provided laptops, computers, cell phones, wireless electronic mail devices or other
equipment, or documents and property belonging to the Company).
11.
SURVIVAL OF THIS AGREEMENT UPON BOARD MEMBERSHIP STATUS
11.1.
As defined in clause 1.2 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 shall not affect the reciprocal obligations arising out of this Agreement. Based on the
foregoing, the Company accepts the potential appointment of the Executive as a member of the Board of Directors of the Company will
be compatible with the rendering of services as an Executive following this Agreement, and consequently accepts that the terms and
conditions of this Agreement, particularly in terms of the Base Salary, Bonus, participation to the Long Term Incentive Plan in the form
of equity of Tech Data Corporation, benefits and termination provisions, shall prevail and be applicable without prejudice to the potential
appointment of the Executive as a Director of the Company. In this connection, the Company agrees to takes the necessary steps,
including a modification of the articles of association of the Company, if required, to implement the surveillance of the terms and
provisions on this Agreement even after the appointment of the Executive as a Director of the Company.
11.2.
Notwithstanding the above mentioned, in the unlikely event that the senior executive relationship provided for in this Agreement is
considered incompatible with the simultaneous existence of any other kind of corporate relationship deriving from the appointment of the
Executive as member of the Board of Directors of the Company, the Parties, willing to preserve the rights arising from this senior
executive relationship, agree that the senior executive relationship shall be understood to be suspended with effects as from the date on
which the incompatibility of both relationships is determined and until the cessation of that cause of incompatibility. In accordance with
the terms of the foregoing paragraph, upon cessation of cause of the incompatibility, the senior executive relationship shall, automatically
and without the need for any notice, have full force and effect again.