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Table of Contents
INDEX TO EXHIBITS
Exhibit
Number
Exhibit
2.1
*
Agreement and Plan of Merger dated as of March 28, 2010, by and among Avnet, Inc., AVT Acquisition Corp.
and Bell Microproducts Inc. (incorporated herein by reference to the Company’s Current Report on Form 8-K
dated March 28, 2010, Exhibit 2.1).
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 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).
4.2
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).
4.3
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).
4.4
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).
4.5
Indenture dated as of June 22, 2010, between the Company and Wells Fargo Bank, National Association, 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 June 22, 2010, Exhibit 4.1).
4.6
Officers’ Certificate establishing the terms of the 5.875% Notes due 2020 (incorporated herein by reference to the
Company
’
s Current Report on Form 8
-
K dated June 22, 2010, 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
2011 Amended and Restated Employment Agreement dated February 11, 2011 between the Company and Roy
Vallee (incorporated herein by reference to the Company’s Current Report on Form 8-K dated February 14, 2011,
Exhibit 10.1).
10.2
2011 Amended and Restated Employment Agreement dated February 11, 2011 between the Company and Richard
Hamada (incorporated herein by reference to the Company’s Current Report on Form 8-K dated February 14,
2011, Exhibit 10.2).
10.3
Form of Change of Control Agreement dated February 11, 2011 between the Company and each of Roy Vallee
and Richard Hamada (incorporated herein by reference to the Company’s Current Report on Form 8-K dated
February 14, 2011, Exhibit 10.3).
10.4
Form of Employment Agreement dated December 19, 2008 between the Company and each of its Executive
Officers (other than Roy Vallee and Richard Hamada) (incorporated herein by reference to the Company’
s Current
Report on Form 8
-
K dated December 22, 2008, Exhibit 10.2).
10.5
Form of Change of Control Agreement dated December 19, 2008 between the Company and each of the Executive
Officers (other than Roy Vallee and Richard Hamada) (incorporated herein by reference to the Company’
s Current
Report on Form 8
-
K dated December 22, 2008, Exhibit 10.3).