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Article 8
Miscellaneous
Plan Not a Contract of Employment
The Plan does not constitute a contract of employment and participation in the Plan does not give any Participant the
right to be retained in the employ of, or in a particular position with, an Employer or Affiliate or a right or claim to any
benefit under the Plan, except to the extent such right or claim has accrued and is nonforfeitable under the terms of the
Plan.
Governing Law
This Plan shall be construed, governed, and administered in accordance with the laws of the State of Arizona, without
regard to its conflict of law provisions and except to the extent that its laws are preempted by the laws of the United
States of America.
Section 409A of the Internal Revenue Code
Severability
If any provision of this Plan is held to be invalid or unenforceable by a court of competent jurisdiction, such holding
shall not impact the validity or enforceability of the remaining provisions of the Plan; provided, however, that if the
Plan's status as an unfunded plan maintained for a select group of management or highly compensated employees is
invalidated, the entire Plan shall be invalidated.
Successors
The terms and conditions of the Plan and any Trust shall be binding on the Employers and their successors and assigns.
Complete Statement of Plan
This instrument contains a document is a complete statement of the terms of the Plan and may be modified, suspended,
revoked, or terminated only as provided in Article 7. An individual's right to any benefit under the Plan shall be
determined in accordance with the terms of this instrument, as amended (and not any other document, arrangement, or
understanding); provided, however, that this instrument shall be applied and interpreted without regard to any scrivener's
error (as described in the next following sentence) in this instrument or any other document of the Plan. The
determination of whether a scrivener's error has occurred shall be made by the General Counsel of the Company in the
exercise of his best judgment and sole discretion, based on his understanding of the intent of the Company as the settlor
of the Plan, and taking into account such evidence, written or oral, as he deems appropriate or helpful. The
(a)
Intent to Comply With Section 409A . This Plan shall be construed and interpreted consistent with the intent to
comply with the requirements of Section 409A of the Code such that there are no adverse tax consequences,
interest, or penalties as a result of any amount paid or payable under this Plan. Any ambiguity or inconsistency in
the provisions of this Plan shall be resolved consistent with such intent.
(b)
No Liability
. The Company makes no representation or warranty regarding the Plan's compliance with the
requirements of Section 409A of the Code, either in form or in operation. None of the Company, its Affiliates, or
any of its representatives, agents, or advisers shall be responsible for any tax imposed on any individual under
Section 409A of the Code or any other tax law in connection with benefits accrued or payable under the Plan.
Avnet Restoration Plan
2013 Restatement
Page
15