Avnet 2013 Annual Report Download - page 91

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eligible for the maximum matching contribution payable for the applicable period. Subject to the Six-
Month Delay Rule described in subsection c, above, such amount shall be paid within thirty (30) days
after the end of the period for which such retirement or savings benefits would otherwise have been
provided.
(ii)
In lieu of health benefits that the Company determines may not be provided, the Company
shall pay to Executive the amount described in this Section 7.g(ii) for each applicable month for which
Executive would otherwise be entitled to health benefits. The amount for each month shall be equal to
167 percent of the excess of (A) the COBRA premium for the applicable coverage under the Company's
plan for such month (without regard to whether Executive is eligible for COBRA coverage) over (B) the
premium that an active senior executive of the Company would be required to pay for such coverage
under the Company's plan for such month. Subject to the Six-
Month Delay Rule described in subsection
c, above, such amount shall be paid monthly in arrears.
h.
Limited Indemnity for Company Error
. If (and only if) Executive becomes subject to adverse tax
consequences under Section 409A of the Code as a result of (i) the Company's failure to administer this Agreement in
accordance with its terms; (ii) the Company's failure to administer any “
nonqualified deferred compensation
plan” (
within the meaning of Section 409A of the Code) other than this Agreement in accordance with its terms or the
requirements of Section 409A; or (iii) the Company's failure to satisfy the Section 409A document requirements for any
nonqualified deferred compensation plan other than this Agreement, the Company shall pay to Executive an amount
such that after all required income and employment tax withholding, the net amount paid to Executive is equal to the tax
imposed under Section 409A of the Code as a result of the applicable error. Such amount shall be calculated by a
certified public accounting firm selected and paid by the Company (the “ Accounting Firm ”),
and shall be paid no later
than the last day of Executive's taxable year next following the taxable year in which Executive remits the applicable
taxes to the U.S. Treasury. Any determination by the Accounting Firm shall be binding upon the Company and
Executive.
This Agreement shall be construed, interpreted and governed by the law of the State of Arizona, without giving
effect to Arizona principles regarding conflict of laws. Reference to any provision of the Code or other law shall include
all regulations and other guidance of general applicability issued thereunder, and shall be deemed to include any
successor provision.
a.
Tax Withholding
. All amounts payable under this Agreement are subject to withholding for all federal,
state, and local taxes, and all other amounts relating to tax or other payroll deductions, as the Company may reasonably
determine should be withheld. Regardless of the amount withheld, Executive shall be solely responsible for paying all
required taxes (other than the employer's share of employment taxes) on all payments and other compensation (including
imputed compensation) and benefits provided under this Agreement.
b.
Succession
. This Agreement shall extend to and be binding upon Executive, her legal representatives,
heirs, and distributees, and upon the Company, its successors and assigns.
8.
Governing Law
9.
Miscellaneous Provisions