Avnet 2014 Annual Report Download - page 105

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AVNET, INC.
2013 STOCK COMPENSATION AND INCENTIVE PLAN
STANDARD TERMS AND CONDITIONS FOR
PERFORMANCE STOCK UNITS
FISCAL 20__ - FISCAL 20__ PERFORMANCE PERIOD
These Standard Terms and Conditions for Performance Stock Units (the “Standard Terms and Conditions”)
apply to any
Performance Stock Units granted under the Avnet, Inc. 2013 Stock Compensation and Incentive Plan (the “Plan”)
for the Fiscal
20__ through Fiscal 20__ Performance Period (as defined below) that are identified as performance stock units and evidenced by a
Term Sheet or an action of the Administrator that refers to these Standard Terms and Conditions.
Avnet, Inc. (“Avnet”)
has granted to the Participant named in the attached Term Sheet performance stock units (the
“Performance Stock Units” or “PSUs”),
subject to the conditions set forth in the Term Sheet, these Standard Terms and
Conditions, and the Plan. For purposes of these Standard Terms and Conditions and the Term Sheet, the “Company”
refers
to Avnet and its subsidiaries.
The number of PSUs that become vested shall be determined based upon performance over a 3-
year performance cycle,
beginning as of _______, and ending on _______ (the “Performance Period”).
Except as set forth elsewhere in these
Standard Terms and Conditions, the vesting of the PSUs is subject to (a) the Participant remaining continuously employed
by, or in the service of, the Company from the Grant Date through the last day of the 3-
year Performance Period (as
described in Section 3, below), and (b) Avnet achieving the Annual Relative Economic Profit Performance (“
Annual
Relative EP”) and Relative Total Shareholder Return Performance (“Relative TSR”)
goals set forth below. For purposes
hereof:
1.
TERMS OF PERFORMANCE STOCK UNITS
2.
VESTING AND PERFORMANCE
• “Annual Relative EP” means, with respect to each fiscal year in the Performance Period, Avnet’
s economic profit per
dollar of average capital for such fiscal year as compared to the economic profit per dollar of average capital
of the
companies in the S&P Supercomposite Technology Distributors Index--Sub-
Industry Index, excluding Avnet (see
Exhibit A) (the “Distributors Index”).
•
“Economic profit”
for a business means operating income after tax (assuming an effective tax rate of 35%), less a capital
charge of 10% on the amount of capital invested in the business. For purposes hereof, “operating income”
excludes
certain items as determined by the Administrator, such as restructuring charges, asset writedowns, impairments, and
financial impacts of accounting, tax, and regulatory changes, etc.
• “Relative TSR” means the percentile rank (from 0%ile for the lowest to 100%ile for the highest) of Avnet’
s Total
Shareholder Return compared to the individual total shareholder return of each company in the S&P MidCap 400
Information Technology Index, including Avnet, over the 3-year Performance Period (the “Technology Index”).