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Article 2
Definitions
Definitions
For purposes of the Plan, unless the context clearly or necessarily indicates the contrary, the following words and
phrases shall have the meaning set forth in the definitions below. Capitalized terms that are not defined herein shall have
the same meaning as under the Avnet Pension Plan.
(a)
“
Affiliate
”
means the Company and any other entity that is, or would be, aggregated and treated as a single
employer with the Company under Section 414(b) or (c) of the Code; provided, however, that an ownership
threshold of at least 50% shall be used hereunder instead of the 80% minimum ownership threshold that would
otherwise apply under such sections of the Code.
(b)
“
Avnet Pension Plan
”
means the Avnet Pension Plan, as in effect and amended from time to time.
(c)
“Beneficiary” means the Participant's beneficiary under the Avnet Pension Plan; provided, however, that if the
Participant has a vested benefit under the SERP, his Beneficiary under this Plan shall be his beneficiary under the
SERP.
(d)
“
Board
”
means the Board of Directors of the Company.
(e)
“Cause” means, for a Participant, the Participant's gross misconduct; breach of any material term of any
employment agreement with the Company or an Affiliate; material violation of the Company's or an Affiliate's
code of conduct; willful breach, habitual neglect or wanton disregard of his duties; or conviction of any criminal
act.
(f)
“Change of Control” means the occurrence of any of the following events, provided that such event constitutes
a change in ownership or control under Section 409A of the Code:
(1)
The acquisition by any individual, entity or group (within the meaning of Treas. Reg. § 1.409A-3(i)(5)(v)
(B)) of stock of the Company that, together with all other stock held by such individual, entity or group,
constitutes more than 50% 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 on the election of members of the Board; provided, however, that the following transactions
shall not constitute a Change of Control under this paragraph (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, and (z) any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or an Affiliate;
(2)
The individuals who constitute the Board are replaced during any 12-month period by new Board
members whose appointment or nomination was not endorsed by a majority of the individuals who were
members of the Board immediately before such 12-month period; or
(3)
The sale or other disposition of substantially all of the assets of the Company.
(g)
“
Code
”
means the Internal Revenue Code of 1986, as amended.
(h)
“Company”
means Avnet, Inc., a New York corporation, and any successor thereto.
Avnet Restoration Plan
2013 Restatement
Page
2