Avnet 2014 Annual Report Download - page 115

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If the Participant’s employment with the Company terminates by reason of the Participant’
s death, the Incentive
Stock Units shall become immediately and fully vested and payable, and one share of Stock shall be issued for
each Incentive Stock Unit on a date determined by the Company, which date shall be no later than 90 days after
the Participant’s death.
If the Participant’
s employment or service with the Company terminates by reason of Retirement, the Incentive
Stock Unit shall continue to vest in accordance with the schedule prescribed by Paragraph 2 (subject to
acceleration in the event of death (pursuant to Paragraph 4) or a Change in Control (pursuant to Paragraph 6)).
One share of Stock shall be delivered with respect to each vested Incentive Stock Unit at the time prescribed by
Paragraph 2, Paragraph 4 or Paragraph 6, as applicable. 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.
In the event of a Change in Control (as such term is defined in the Plan), the Incentive Stock Units shall become
immediately and fully vested and payable, and one share of Stock shall be issued for each Incentive Stock Unit
no later than 10 days after the Change in Control.
The Participant acknowledges that Incentive Stock Units and shares of Stock provided under this Agreement are
subject to income and employment tax withholding obligations and that, in some cases, withholding obligations
will arise before shares are deliverable. 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 estimated
withholding tax liability. Participants residing in other countries are subject to the laws of the appropriate tax
jurisdiction. No provision of the Plan, the award letter, 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 an Incentive Stock Unit.
In addition to these Standard Terms and Conditions, the Incentive 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
4.
DEATH
5.
RETIREMENT
6.
CHANGE IN CONTROL
7.
TAXES
8.
THE PLAN; DEFINED TERMS; ENTIRE AGREEMENT