Avnet 2014 Annual Report Download - page 110

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Performance Period that have been completed as of the date of death or disability, and the denominator of which is 12.
Unless the provisions of Section 5, below, apply, this Section 4 shall apply to a Participant who has not provided services to
the Company for twelve consecutive months by reason of long-
term disability leave. The number of PSU Shares payable
(before application of the pro-
ration rule set forth in this Section 4) and the timing of the transfer of such PSU Shares shall
be determined in accordance with Section 2, above (without regard to the service requirement set forth therein). All non-
vested PSUs shall be forfeited.
If the Participant’
s employment or service with the Company terminates by reason of Retirement (as defined herein), the
Participant shall vest in the PSUs equal to the number of PSUs that would have become vested had the Participant remained
continuously employed by the Company through the end of the 3-year Performance Period (based on Avnet’
s relative
performance through the end of the 3-
year Performance Period). For purposes hereof, a cessation of employment will be
treated as a “Retirement”
if (and only if) (a) the cessation of employment occurs after (I) the Participant has attained at least
age 55 and been credited with at least five years of service with the Company and (II) the combination of the Participant’
s
age plus years of service is no less than 65; and (b) the Participant has signed a non-
competition agreement in a form
acceptable to the Company. The number of PSU Shares payable and the timing of the transfer of such PSU Shares shall be
determined in accordance with Section 2, above (without regard to the service requirement set forth therein). All non-
vested PSUs shall be forfeited.
In the event of a Change in Control, the Participant shall immediately become fully vested in the Target Number of Shares
set forth in the Term Sheet, and the Participant shall be entitled to receive one share of Stock for each such vested PSU.
Such PSU Shares shall be transferred to the Participant upon the Change in Control; provided, however, that if a change
described in Treas. Reg. § 1.409A-
3(i)(5) has not occurred, the transfer shall occur at the time prescribed by Section 2,
above ( i.e. , after the end of the 3-year Performance Period).
The Participant acknowledges that the delivery of PSU Shares 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. For
Participants residing in the United States, Canada, Germany and the United Kingdom, Avnet will issue “net shares,”
meaning that shares will be withheld to cover the estimated withholding tax liability. Participants residing in other countries
are subject to the laws of the appropriate tax jurisdiction.
These Standard Terms and Conditions shall be interpreted consistent with the intent to comply with, or be exempt from, the
requirements of Section 409A of the Internal Revenue Code of 1986, as amended, such that there are no adverse tax
consequences, interest, or penalties as a result of any amount paid or payable as a result of the award of the PSUs. Any
ambiguity or inconsistency in the provisions of these Standard Terms and Conditions shall be resolved consistent with such
intent.
5.
RETIREMENT
6.
CHANGE IN CONTROL
7.
TAXES