Avnet 2012 Annual Report Download - page 104

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ARTICLE 7
ADMINISTRATION
7.1
Committee .
A Committee shall be appointed by, and serve at the pleasure of, the Board of Directors to administer the Plan.
The number of members comprising the Committee shall be determined by the Board which may from time to time vary
the number of members. A member of the Committee may resign by delivering a written notice of resignation to the
Board. The Board may remove any member by delivering a certified copy of its resolution of removal to such member.
Upon his or her Termination of Employment or affiliation with the Company, as the case may be, a person shall
automatically cease being a Committee member. Vacancies in the membership of the Committee shall be filled promptly
by the Board.
7.2
Committee Action .
The Committee shall act at meetings by affirmative vote of a majority of the members of the Committee. Any
action permitted to be taken at a meeting may be taken without a meeting if, prior to such action, a written consent to the
action is signed by all members of the Committee and such written consent is filed with the minutes of the proceedings
of the Committee. A member of the Committee shall not vote or act upon any matter which relates solely to himself or
herself as a Participant. The Chairman or any other member or members of the Committee designated by the Chairman
may execute any certificate or other written direction on behalf of the Committee. Notwithstanding the foregoing, the
Committee may delegate specific functions or duties to a specific Committee member or members.
7.3
Powers and Duties of the Committee .
The Committee shall enforce the Plan in accordance with its terms, shall be charged with the general
administration of the Plan and shall have all powers necessary to accomplish its purposes, including, but not by way of
limitation, the following:
(a)
to construe and interpret the terms and provisions of this Plan and to remedy or correct any ambiguities,
omissions or inconsistencies contained therein;
(b)
to compute and certify to the amount and kind of benefits payable to Participants and their Beneficiaries;
(c)
to maintain all records that may be necessary for the administration of the Plan;
(d)
to provide for the disclosure of all information and the filing or provision of all reports and statements to
Participants, Beneficiaries or governmental agencies as shall be required by applicable law;
(e)
to promulgate, administer and enforce such rules for the regulation of the Plan and procedures for the
administration of the Plan as are not inconsistent with the terms hereof;
18