Avnet 2013 Annual Report Download - page 90

not be required with respect to any payment that the Company determines is not subject to Section 409A by reason of
the “short-term deferral” rule described in Treas. Reg. § 1.409A-1(b)(4), the “two-year, two-time”
rule described in
Treas. Reg. § 1.409A-
1(b)(9)(iii), or any other exemption. If payment of any amount is delayed by reason of this six (6)
month delay, such amount shall be paid with interest on the Company's first pay date for the seventh (7th) month that
starts after Executive's termination date (or, if earlier, within 90 days after Executive's death). Except as otherwise
provided in a governing document for an applicable benefit plan, program, or other arrangement, interest shall be
calculated using the prime rate of interest in effect at Bank of America, N.A. (or another bank designated by the
Company that is one of its principal banks) on Executive's termination date.
d. Installments Treated as Separate Payments
. For purposes of Section 409A of the Code, except as
otherwise expressly provided, each installment of payments and benefits due under this Agreement shall be treated as a
separate payment.
e. Payment Date
. To the extent that any payment under this Agreement may be made during a payment
window, the date of payment shall be determined by the Company, in its sole discretion, and not by Executive or any
other individual entitled to receive the payment.
f. Expense Reimbursements and In-Kind Benefits . To the extent that any expense reimbursement or in-
kind benefit is subject to Section 409A ( e.g.
, the expense reimbursement is includible in income and is not required to
be paid by the end of the “applicable 2½-month period” described in Treas. Reg. § 1.409A-
1(b)(4)(i)(A)), such
reimbursement or benefit shall be subject to the conditions set forth in Treas. Reg. § 1.409A-3(i)(1)(iv). Accordingly:
(i) The amount of such expenses eligible for reimbursement, or in-
kind benefits provided, during a
taxable year of Executive shall not affect the expenses eligible for reimbursement, or in-
kind benefits to
be provided, in any other taxable year;
(ii)
The reimbursement of each such expense shall be paid no later than the last day of Executive's
taxable year next following the taxable year in which the expense was incurred; and
(iii) The right to reimbursement or in-
kind benefits shall not be subject to liquidation or exchange
for another benefit.
g. Cash in Lieu of Benefits . Executive's right to receive (I) tax-
qualified retirement and savings and
(II) health benefits under this Agreement is subject to the terms of the applicable plans and satisfying all applicable tax-
qualification, nondiscrimination, and similar requirements. In lieu of any benefit that the Company determines may not
be provided by reason of the immediately preceding sentence, the Company shall pay to Executive cash as follows:
(i) In lieu of tax-
qualified retirement and savings benefits that the Company determines may not be
provided, the Company shall pay to Executive an amount equal to the Company-
provided contributions
or benefit accruals that would have otherwise accumulated under the applicable retirement or savings plan
if not for the Company's determination. Such amount shall not include any payment with respect to any
lost opportunity to make pre-tax or after-
tax deferrals or contributions. However, the amount of any
matching contribution that Executive would otherwise have been entitled to receive shall be calculated
based on the assumption that Executive would have deferred or contributed the amount required to be