Avnet 2013 Annual Report Download - page 109

Download and view the complete annual report

Please find page 109 of the 2013 Avnet annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 161

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161

to a custodian selected by the Committee to hold the funds for the minor under the Uniform Gifts to Minors Act (or
similar statute) in effect in the jurisdiction in which the minor resides. If no parent is living and the Committee decides
not to select another custodian to hold the funds for the minor, then payment shall be made to the duly appointed and
currently acting guardian of the estate for the minor or, if no such guardian is duly appointed and currently acting within
60 days after the date the amount becomes payable, payment shall be deposited with the court having jurisdiction over
the estate of the minor.
(f)
“ Board of Directors ” or “ Board ” shall mean the Board of Directors of the Company.
(g)
“ Change of Control ” means the date of the earliest to occur of the following events:
(1)
the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14
(d)(2) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) (a “ Person ”)
of beneficial
ownership (within the meaning of Rule 13d-
3 promulgated under the Exchange Act) of 50% or more of either:
(A) the then outstanding shares of common stock of the Company or (B) the combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in the election of members of the Board
of Directors; provided, however, that the following transactions shall not constitute a Change of Control under
this subsection (1): (x) any acquisition directly from the Company (excluding an acquisition by virtue of the
exercise of a conversion privilege), (y) any acquisition by the Company, or (z) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate;
(2)
the individuals who, as of the Effective Date, constitute the Board (the “ Incumbent Board ”
)
are replaced during any twelve- (12-)
month period by new Board members whose appointment or nomination
was not endorsed by a majority of the Incumbent Board; provided, however, that any individual becoming a
director subsequent to the Effective Date whose election, or nomination for election by the Company's
stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board
shall be considered as though such individual was a member of the Incumbent Board, but excluding for this
purpose any such individual whose appointment or nomination to the Board occurs as a result of an actual or
threatened election contest with respect to the election or removal of any member of the Board, or other actual or
threatened solicitation of proxies or consents, by or on behalf of a Person other than a majority of the then
Incumbent Board; or
(3)
approval by the stockholders of the Company of a complete liquidation or dissolution of the
Company or the sale or other disposition of all or substantially all of the assets of the Company (in one or more
transactions) and, in either case, the consummation of such transaction.
(h)
“ Code ” shall mean the Internal Revenue Code of 1986, as amended.
3