Avnet 2013 Annual Report Download - page 121

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to present and prospective activities and products of the Company (or an Affiliate).
(B)
A Participant will be in violation of this subparagraph 5.2(b)(3) if he violates or does
not comply with either (i), (ii) or (iii) below:
(i)
Assignment of Developments
. Any and all Developments
developed by the Participant (acting alone or in conjunction with others) during the period
of the Participant's employment with the Company (or an Affiliate) shall be conclusively
presumed to have been created for or on behalf of the Company (or an Affiliate) as part of
the Participant's obligations to the Company (or an Affiliate). Such Developments shall be
the property of and belong to the Company (or an Affiliate) without the payment of
consideration therefor in addition to the Participant's Compensation or benefits hereunder,
and the Participant hereby transfers, assigns and conveys all of the Participant's right, title
and interest in any such Developments to the Company (or an Affiliate) and shall execute
and deliver any documents that the Company deems necessary to effect such transfer on
the demand of the Company.
(ii)
Restrictions on Use and Disclosure
. The Participant shall not to
use or disclose at any time, except with the prior written consent of the CEO, any
Confidential Information which is or was obtained or acquired by the Participant while in
the employ of the Company (or an Affiliate); provided, however, that this provision shall
not preclude the Participant from (y) the use or disclosure of such information which
presently is known generally to the public or which subsequently comes into the public
domain, other than by way of disclosure in violation of this provision or in any other
unauthorized fashion, or (z) disclosure of such information required by law or court order;
provided that prior to such disclosure required by law or court order the Participant will
have given the Company at least three (3) business days' written notice (or, if disclosure is
required to be made in fewer than three (3) business days, then such notice shall be given
as promptly as practicable after determination that disclosure may be required) of the
nature of the law or order requiring disclosure and the disclosure to be made in accordance
therewith.
(iii)
Return of Documents
. Upon Termination of Employment with
the Company (and all of its Affiliates), the Participant shall forthwith deliver to the CEO
all documents, customer lists and related documents, price and procedure manuals and
guides, catalogs, records, notebooks and similar repositories of
15