Avnet 2013 Annual Report Download - page 85

director of the Company or any subsidiary, division or affiliate thereof, she shall serve as such without additional
compensation.
b. Incentive Programs and Bonuses .
(i)
Incentive Programs. For each fiscal year of the Company during the term of the Agreement,
Executive shall be eligible to receive incentive payments for services rendered during the fiscal year
pursuant to the Company's Executive Incentive Plan (the “ Incentive Plan ”).
The actual amount, if any,
of Executive's incentive payment for each fiscal year shall be determined by the Compensation
Committee (the “ Compensation Committee ”) of the Board of Directors of the Company (the “
Board
of Directors ”)
based on (and subject to) the Company's performance against goals established in
accordance with the Incentive Plan, and may range from zero to any maximum established pursuant to the
Incentive Plan. If Executive is employed for only part of a fiscal year, Executive's incentive payment (if
any) for such fiscal year shall be pro-
rated for the number of days during the fiscal year during which she
was employed, and shall be paid at the end of the performance period based upon (and subject to) actual
achievement of performance goals. In the event of a “change of ownership or control,”
within the
meaning of Treas. Reg. § 1.162-27(e)(2)(v) (an “ Ownership Change ”),
in which the Company has not
been the acquiring and/or surviving entity, the Board or Compensation Committee of the surviving entity
shall modify the performance objectives for the fiscal year in which the Ownership Change occurs to the
extent necessary (if at all) to ensure that Executive's incentive opportunity for such fiscal year is at least
comparable to the incentive opportunity that was expected when the performance objectives for such
fiscal year were first established. In the event of a dispute regarding the extent of the modification, such
dispute shall be resolved by an independent compensation consultant who is acceptable to both Executive
and the Company. Such compensation consultant shall be engaged and paid by the Company. If the
compensation consultant determines that (A) the existing performance objectives are no longer consistent
with the intended incentive opportunity and (B) it is not practicable to revise the applicable performance
objectives, Executive's incentive payment for the applicable fiscal year shall be no less than the target
amount for such fiscal year. For purposes of this paragraph, the fiscal year of the Company shall be
determined without regard to any Ownership Change.
(ii)
Bonus Payments. In addition to any incentive payments under the Incentive Plan, Executive
shall be eligible to receive such additional bonuses as may be awarded by the Committee or the Board.
(iii)
Clawback Policy. Any incentive or bonus payment made to Executive shall be subject to the
terms and conditions of the Company's clawback policy, as in effect and amended from time
to time,
including disgorgement or repayment to the extent required by such policy.
c. Participation in Equity Plans
. Executive shall participate in the Company's various stock option and
other equity incentive plans as in effect from time to time, subject to the terms of such plans and, to the extent
applicable, Executive's executing and not revoking the restrictive covenant agreement described in Section 3.d(ii),
below.
d. Employee Benefits
. Executive shall be entitled to participate, on terms no less favorable than the terms
offered to other senior executives of the Company, in any group and/or executive life, hospitalization or disability
insurance plan, health program, profit sharing, deferred compensation plan, employee stock