Avnet 2014 Annual Report Download - page 111

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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 a PSU.
In addition to these Standard Terms and Conditions, the Performance Stock Units shall be subject to the terms of the Plan,
which are incorporated into these Standard Terms and Conditions by this reference. Capitalized terms not otherwise
defined herein shall have the meaning set forth in the Plan, and the rules of construction set forth in the Plan shall also
apply to these Standard Terms and Conditions.
The Term Sheet, these Standard Terms and Conditions, and the Plan constitute the entire understanding between the
Participant and the Company regarding the PSUs. Any prior agreements, commitments or negotiations concerning the
PSUs are superseded.
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
pursuant to the PSUs, 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 holders of awards granted under the Plan, (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.
This Award shall be subject to the terms and conditions of the Company’
s compensation recoupment or clawback policy,
as in effect and amended from time to time, including disgorgement or repayment to the extent required by such policy.
Performance Stock Units granted under the Plan may not be sold, transferred, pledged, assigned, exchanged, encumbered
or otherwise alienated or hypothecated until after the PSUs have vested and the corresponding shares of Stock have been
issued, except to the limited extent permitted by the Plan and approved by the Administrator in its sole discretion.
If any provision of these Standard Terms and Conditions is declared to be illegal, invalid, or otherwise unenforceable by a
court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal,
valid, and enforceable, or otherwise deleted, and the remainder of these Standard Terms and Conditions shall not be
affected except to the extent necessary to reform or delete such illegal, invalid, or unenforceable provision.
8.
THE PLAN; DEFINED TERMS; ENTIRE AGREEMENT
9.
RESTRICTIONS ON RESALES
10.
COMPENSATION RECOUPMENT POLICY
11.
NO ASSIGNMENT
12.
GENERAL