Avnet 2012 Annual Report Download - page 99

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ARTICLE 5
VESTING; NON-COMPETE REQUIREMENTS
5.1
Vesting of Total Retirement Benefit .
Subject to Section 5.2, a Participant will be 100% vested in his or her Total Retirement Benefit by completing at
least 5 Years of Service as an Eligible Executive and by meeting the requirements set forth in this Section 5.1 (a), (b) or
(c). Alternatively, if a Participant fails to meet the requirements set forth in this Section 5.1, he or she will be 0% vested
in his or her Total Retirement Benefit and, accordingly, not entitled to receive retirement payments in connection with
his or her a Normal Retirement Date or Early Retirement Date. The requirements of this Section 5.1 are as follows:
(a)
If the Participant incurs a Termination of Employment before attaining age 50, he or she must have
completed at least 20 Years of Service;
(b)
If the Participant incurs a Termination of Employment after attaining age 50, but prior to attaining age 55,
he or she must have completed at least 15 Years of Service; or
(c)
If the Participant incurs a Termination of Employment on or after attaining age 55, he or she must have
completed 10 Years of Service.
5.2
Impact of Confidentiality, Non-Compete and Non-Solicitation Provisions .
(a)
Application of Employment Agreement Provisions
. If at any time before or after Termination of
Employment, the Committee determines that a Participant has violated any of the terms and conditions of an
employment agreement that is in place between the Company (or an Affiliate) and a Participant prohibiting the
Participant from disclosing any confidential information of the Company (or an Affiliate), competing with the Company
(or an Affiliate) or soliciting employees of the Company (or an Affiliate), then all of the Participant’
s benefits under the
Plan (including his or her Total Retirement Benefit, Disability Pension and Death Benefit) shall be forfeited. In such
case, no payments, or further payments, will be made to the Participant or his or her Beneficiary under the Plan. To the
maximum extent permitted under applicable law, the Company shall have the right to recover (in equity or at law) any
payments made to, or on behalf of, a Participant if this Section 5.2 is violated including, but not limited to, an action for
restitution for unjust enrichment for improperly paid benefits under the Plan, and any payments made to the Participant
shall be deemed to be held in a constructive trust until recovered by the Company.
(b)
Provisions Not Contained in Employment Agreement
. If a Participant does not have an employment
agreement with the Company (or an Affiliate), or if such as agreement does not contain a prohibition on disclosing
confidential information of the Company (or an Affiliate), competing with the Company (or an Affiliate) or soliciting
employees or customers of the Company (or an Affiliate), then the benefit forfeiture and benefit payment restoration
provisions of subparagraph (a) above shall apply if the Committee determines that the Participant has violated one of the
following provisions that is not otherwise addressed in Participant’s employment agreement:
13