Avnet 2013 Annual Report Download - page 87

affiliates and subsidiaries including, but not limited to, the Company's unique business methods, processes, operating
techniques and “know-how” (
all of which have been developed by the Company or its affiliates and subsidiaries through
substantial effort and investment), profit and loss results, market and supplier strategies, customer identity and needs,
information pertaining to employee effectiveness and compensation, inventory strategy, product costs, gross margins,
and other information relating to the affairs of the Company and its affiliates and subsidiaries that Executive shall have
acquired during her employment with the Company.
c. Non-Solicitation of Employees
. Executive agrees that she shall not, at any time during the term of this
Agreement, including all renewals, and for five (5) years thereafter, directly or indirectly solicit or induce any of the
employees of the Company or any of its affiliates or subsidiaries to terminate employment with their employer.
The Company may terminate Executive's employment with or without cause, and Executive may voluntarily
terminate her employment, at any time during the term of this Agreement, subject to the provisions of this Section 5.
a. Executive Voluntary Termination
. Except to the extent otherwise provided in subsection b, below
(Executive Termination Upon Change in Office and Duties), if Executive wishes to terminate her employment under this
Agreement, she must provide written notice of such intent at least one (1) year before her intended termination date. For
the period from when she provides such notice through her termination date, Executive shall continue to be paid her base
salary and other compensation required by Section 3, above. Any annual incentive payment for such period shall be paid
at the end of the performance period, at the time prescribed by the Incentive Plan, based on (and subject to) actual
achievement of the applicable performance goals, and pro-
rated if Executive's employment terminates before the end of
the performance period. If Executive fails to provide one (1) year's advance written notice, and there is not mutual
agreement, she shall not be eligible for any bonus or annual incentive payments for any partial fiscal year worked and
may also be liable for damages and/or subject to injunctive relief pursuant to Section 6, below; provided, however, that if
such failure is due to the Company's request that Executive stop providing services (for a reason other than Cause, as
defined in subsection g, below), Executive shall be entitled to the payments and benefits prescribed by subsection f,
below (“Company Termination Without Cause,” taking into account the Six-
Month Delay Rule described in Section 7.c,
below, and the Company's right to pay cash in lieu of continued benefits, in accordance with Section 7.f, below), through
the first (1st) anniversary of the date on which Executive provided written notice of her intent to terminate employment
(but not for any period thereafter).
b. Executive Termination Upon Change in Office and Duties
. If during the term hereof the Executive
suffers an Adverse Action, as such term is defined in the Change of Control Agreement separately entered into between
the Company and Executive (the “ COC ”),
Executive may terminate her employment under this Agreement, subject to
the following procedures:
(i)
Within ninety (90) days after the Adverse Action, Executive shall notify the Company in
writing of her desire to terminate employment on account of such Adverse Action;
(ii)
Following its receipt of such notice, the Company shall have thirty (30) days to remedy the
Adverse Action; and
(iii)
If the Company fails to remedy the Adverse Action by the end of such thirty (30) day period
and Executive's termination of employment occurs no later than two (2) years after
5.
Termination Rights and Responsibilities