Avnet 2012 Annual Report Download - page 105

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(f)
to appoint an administrator or any other agent, and to delegate to them such powers and duties in
connection with the administration of the Plan as the Committee may from time to time prescribe;
(g)
to take all actions, and provide any necessary consents or directions, with respect to any insurance policies
obtained by an Employer relating to the Plan; and
(h)
to take all actions set forth in a Trust agreement.
7.4
Construction and Interpretation .
The Committee shall have full discretion to construe and interpret the terms and provisions of this Plan, which
interpretation or construction shall be final and binding on all parties, including but not limited to an Affiliate or any
Participant or Beneficiary. The Committee shall administer such terms and provisions of the Plan in accordance with any
and all laws applicable to the Plan.
7.5
Information .
To enable the Committee to perform its functions, the Company shall supply full and timely information to the
Committee on all matters relating to the Compensation of all Participants, their death or other cause of termination, and
such other pertinent facts as the Committee may require.
7.6
Compensation, Expenses and Indemnity .
(a)
The members of the Committee shall serve without compensation for their services hereunder.
(b)
The Committee is authorized at the expense of the Company to employ such legal counsel as it may deem
advisable to assist in the performance of its duties hereunder. Expenses and fees in connection with the administration of
the Plan shall be paid by the Company, to the extent that the Committee does not authorize payment from a Trust (in
accordance with the terms of a Trust).
(c)
The Company shall indemnify and hold harmless the Committee and each member thereof, the Board of
Directors and any delegate of the Committee who is an employee of the Company against any and all expenses,
liabilities and claims, including legal fees to defend against such liabilities and claims arising out of their discharge in
good faith of responsibilities under, or incident to, the Plan, other than expenses and liabilities arising out of willful
misconduct. This indemnity shall not preclude such further indemnification as may be available under insurance
purchased by the Company or provided by the Company under any bylaw, agreement or otherwise, as such
indemnification is permitted under applicable law.
7.7
Disputes .
(a)
Initial Claim and Decision .
A person who believes that he or she is being denied a benefit to which he or she is entitled
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