Avnet 2014 Annual Report Download - page 100

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of the termination event or (ii) the Expiration Date (unless such Option shall sooner be surrendered for
termination or expire). Unless the provisions of Section 4.B apply, the provisions of this Section 4.C shall
apply to a Participant who has not provided services to the Company for twelve consecutive months due
to long-term disability leave.
The Company may impose such restrictions, conditions, and limitations as it determines appropriate as to the
timing and manner of any resales by the Participant or other subsequent transfers by the Participant of any shares
of Stock issued as a result of the exercise of the Option, including (a) restrictions under an insider trading policy,
(b) restrictions designed to delay and/or coordinate the timing and manner of sales by the Participant and other
optionholders, (c) requiring that you acknowledge and accept these Standard Terms and Conditions and the Term
Sheet, and (d) restrictions as to the use of a specified brokerage firm for such resales or other transfers.
The Participant acknowledges that the delivery of shares of Stock following exercise of the Option will generally
give rise to a withholding tax obligation, and that the issuance of shares of Stock hereunder is conditioned on
timely satisfying such withholding obligation. The Participant shall make arrangements satisfactory to the
Company for satisfying such withholding obligations. The Administrator, in its sole discretion, may allow the
Participant to satisfy all or part of such tax obligation through withholding of shares of Stock otherwise issuable
to the Participant; the Participant transferring to Avnet nonrestricted shares of Stock previously owned by the
Participant; and/or allowing the Participant to engage in a broker-
assisted Regulation T simultaneous exercise
and sale. No provision of the Plan, the Term Sheet, or these Standard Terms and Conditions shall be construed to
transfer to the Company or any of its affiliates any responsibility of the Participant to pay any income,
employment, excise, or other taxes attributable to the grant or exercise of the Option or the disposition of the
underlying shares.
D. If the Participant’
s employment or service with the Company terminates by reason of death or the
Participant dies within five years after Retirement from the Company (as defined above), the Option shall
be exercisable only to the extent vested as of the date of death and shall cease to be exercisable upon the
earliest of (i) the first anniversary of the Participant’
s death, (ii) the Expiration Date, or (iii) the fifth
anniversary of the Participant’s termination date, as set forth in Paragraph B, above.
E.
Notwithstanding any other provision of these Standard Terms and Conditions, in the event of a Change in
Control, the Option shall become immediately exercisable in full (unless it shall sooner have been
surrendered for termination or have expired).
5.
RESTRICTIONS ON RESALES OF OPTION SHARES
6.
TAXES
7. NON-
TRANSFERABILITY OF OPTION