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Table of Contents
INDEX TO EXHIBITS
78
Exhibit
Number
Exhibit
3
.1
Restated Certificate of Incorporation of the Company (incorporated herein by reference to the Company’s
Current Report on
Form 8
-
K
dated February 12, 2001, Exhibit 3(i).
3
.2
By-laws of the Company, effective August 10, 2007 (incorporated herein by reference to the Company’s
Current Report on
Form 8
-
K
dated August 15, 2007 Exhibit 3.1).
4
.1
Indenture dated as of October 1, 2000, between the Company and Bank One Trust Company, N.A., as
Trustee, providing for the issuance of Debt Securities in one or more series. (incorporated herein by
reference to the Company
’
s Current Report on
Form 8
K
dated October 12, 2000, Exhibit 4.1).
4
.2
Officers’ Certificate dated February 4, 2003, providing for the Notes, including (a) the form of the Notes,
and (b) the Pricing Agreement. (incorporated herein by reference to the Company’s Current Report on
Form 8
-
K
dated January 31, 2003, Exhibit 4.2).
4
.3
Indenture dated as of March 5, 2004, by and between the Company and JP Morgan Trust Company,
National Association. (incorporated herein by reference to the Company
’s Current Report on
Form 8
-
K
dated March 8, 2004, Exhibit 4.1).
4
.4
Officers’
Certificate dated March 5, 2004, establishing the terms of the 2% Convertible Senior Debentures
due 2034. (incorporated herein by reference to the Company’s Current Report on Form 8-K dated
March 8, 2004, Exhibit 4.2).
4
.5
Officers’ Certificate dated August 19, 2005, establishing the terms of the 6.00% Notes due 2015.
(incorporated herein by reference to the Company’s Current Report on Form 8-K dated August 19, 2005,
Exhibit 4.2).
4
.6
Officers’ Certificate dated September 12, 2006, establishing the terms of the 6.625% Notes due 2016.
(incorporated herein by reference to the Company’s Current Report on Form 8-K dated September 12,
2006, Exhibit 4.2).
4
.7
Officers’ Certificate dated March 7, 2007, establishing the terms of the 5
7
/
8
% Notes due 2014
(incorporated herein by reference to the Company’s Current Report on Form 8-K dated March 7, 2007,
Exhibit 4.2). Note: The total amount of securities authorized under any other instrument that defines the
rights of holders of the Company’s long-
term debt does not exceed 10% of the total assets of the Company
and its subsidiaries on a consolidated basis. Therefore, these instruments are not required to be filed as
exhibits to this Report. The Company agrees to furnish copies of such instruments to the Commission
upon request.
Executive Compensation Plans and Arrangements
10
.1
Form of Employment Agreement dated December 19, 2008 between the Company and Roy Vallee
(incorporated herein by reference to the Company’s Current Report on Form 8-K dated December 22,
2008, Exhibit 10.1).
10
.2
Form of Employment Agreement dated December 19, 2008 between the Company and each of its
Executive Officers (other than Roy Vallee) (incorporated herein by reference to the Company’s Current
Report on
Form 8
K
dated December 22, 2008, Exhibit 10.2).
10
.3
Form of Change of Control Agreement dated December 19, 2008 between the Company and each of the
Executive Officers (incorporated herein by reference to the Company’s Current Report on Form 8-K
dated
December 22, 2008, Exhibit 10.3).
10
.4
Avnet 1988 Stock Option Plan (incorporated herein by reference to the Company’
s Registration Statement
on
Form S
-
8,
Registration
No. 33
29475,
Exhibit 4
B).
10
.5
Avnet 1990 Stock Option Plan (incorporated herein by reference to the Company’s Annual Report on
Form 10
K
for the fiscal year ended June 30, 1992, Exhibit 10E).
10
.6
Avnet 1995 Stock Option Plan (incorporated herein by reference to the Company’s Current Report on
Form 8
-
K
dated February 12, 1996, Exhibit 10).
10
.7
Avnet 1996 Incentive Stock Option Plan (incorporated herein by reference to the Company’s Registration
Statement on
Form S
-
8,
Registration
No. 333
17271,
Exhibit 99).