Tech Data 2014 Annual Report Download - page 192

(c) Method of Exercise . Exercise of the MVSSAR shall be made by delivery of a “
Broker Selection
Form” (the form of which shall be determined at the Company’
s discretion) by the Holder to the Company, and delivery
of a written notice of exercise (or, if the Company permits, by electronic or voice methods) by Holder to the Company or
its designate before an exercise, or by delivery of a notice of exercise in any other administrative method prescribed by
the Company in the future. In the notice, the Holder must specify the number of MVSSARs that are to be exercised and
the share delivery instructions.
(d) Automatic Exercise
. Notwithstanding Section 4(c), in the event that the Exercise Fair Market Value of the
Shares is such that the Exercise Payment a Holder would be entitled to receive is the Maximum Value per MVSSAR, the
Holder hereby agrees to the automatic exercise of all vested MVSSARs under this Agreement such that all the
MVSSARs which are vested under this Agreement at that time will be exercised and the Shares will be delivered to the
Holder as best determined by the Company at its discretion. Upon such exercise, the Holder will be entitled to receive
the Exercise Payment calculated in reference to each vested MVSSAR under this Agreement subject to the exercise.
(e) Non-Transferability
. This MVSSAR is exercisable by the Holder hereof only during the Holder's lifetime
and may not be transferred, assigned, pledged or hypothecated in any manner other than by will 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 MVSSAR such that the
aggregate Exercise Payment for all MVSSARs exercised at any one time must at least equal the Exercise Fair Market
Value of a Share at exercise.
Section 5. Delivery of Shares .
Within a reasonable time following the receipt of the notice of exercise of the
MVSSAR (where the MVSSAR is exercised voluntarily by the Holder under Section 4(c) above), or, following the
automatic exercise of the MVSSAR under Section 4(d) above, the Company will issue or cause to be delivered to the
Holder (or if any other individual or individuals are exercising this MVSSAR, to such individual or individuals) the
Exercise Payment, i.e.,
the number of Shares the Holder is entitled to receive as a result of the exercise of the MVSSAR,
registered in the name of the Holder (or the name or names of the individual or individuals exercising the MVSSAR,
either alone or jointly with another person or persons with rights of survivorship, as the individual or individuals
exercising the MVSSAR shall prescribe in writing or other methods allowed to the Company) but in any event, such
Shares shall be delivered within ten (10) business days; provided, however, that such delivery shall be deemed effected
for all purposes when a stock transfer agent shall have deposited such Shares according to the delivery instructions; and
provided further that if any law, regulation or order of the Securities and Exchange Commission (the "Commission") or
other body having jurisdiction shall require the Company or the Holder (or the individual or individuals exercising this
MVSSAR) to take any action in connection with delivery of the Shares, then, subject to the other provisions
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