Avnet 2014 Annual Report Download - page 108

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If Avnet’
s actual Relative TSR percentile rank is between two achievement levels set forth in the table above, the
Earned TSR Percentage shall be determined by linear interpolation.
Except as expressly provided otherwise in Sections 4 through 6 herein below, any PSUs that do not vest in accordance with
the foregoing shall be forfeited without consideration.
Payout . Following the vesting of all or a portion of the PSUs, one share of Avnet common stock (“Stock”)
shall be issuable
for each PSU that vests (the “PSU Shares”).
Thereafter, Avnet shall transfer such PSU Shares to the Participant. Such
transfer shall occur as soon as practicable after the end of the 3-
year Performance Period and satisfaction of all required tax
withholding obligations, securities law registration and other requirements, and applicable stock exchange listing, and in
any event no later than December 31st of the calendar year in which the 3-year Performance Period ends.
No fractional shares shall be issued with respect to vesting of PSUs.
The Participant shall not acquire or have any rights as a shareholder of Avnet by virtue of these Standard Terms and
Conditions (or the Award evidenced thereby) until the PSU Shares issuable pursuant to this Award are actually issued and
delivered to the Participant in accordance with the terms of the Plan and these Standard Terms and Conditions.
Except as provided below with respect to death, disability, Retirement, or Change in Control, if the Participant ceases to be
employed by or in the service of the Company for any reason before the end of the 3-
year Performance Period, the
Participant shall immediately forfeit all of the PSUs without consideration.
If the Participant’s employment with or service to the Company terminates or ceases by reason of the Participant’
s death or
disability (as determined by the Administrator in its sole discretion), the Participant shall vest in a pro-
rata share of the
PSUs equal to the number of PSUs that would have become vested had the Participant remained continuously employed
by, or provided services to, the Company through the end of the 3-year Performance Period (based on Avnet’
s performance
through the end of the 3-
year Performance Period), multiplied by a fraction, the numerator of which is the number of full
calendar quarters in the
Relative TSR
(Percentile Rank) <30%ile 30%ile 50%ile 75%ile+
Earned TSR Percentage 0% 50% 100% 200%
(iii)
Administrator’s Determination
. The Administrator shall determine the Earned EP Percentage, Earned TSR Percentage,
and number of PSUs that become vested in its sole discretion; provided that if the Participant is a “
covered
employee” under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”),
the level of
achievement shall be determined in a manner that satisfies the requirements under Section 162(m) of the Code
for performance-
based compensation and shall be evidenced by written certification of the Compensation
Committee of Avnet’s Board of Directors.
3.
TERMINATION OF EMPLOYMENT OR SERVICE
4.
DEATH OR DISABILITY OF PARTICIPANT