Avnet 2014 Annual Report Download - page 117

Download and view the complete annual report

Please find page 117 of the 2014 Avnet annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 131

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131

Plan, and the rules of construction set forth in the Plan shall also apply to these Standard Terms and Conditions.
The award letter, these Standard Terms and Conditions, and the Plan constitute the entire understanding between
the Participant and the Company regarding the Incentive Stock Units. Any prior agreements, commitments or
negotiations concerning the Incentive Stock Units are superseded.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 Incentive Stock Units, 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, requiring that you acknowledge and accept these Standard Terms and
Conditions and (c) restrictions as to the use of a specified brokerage firm for such resales or other transfers.
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 (the “Code”
),
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 Incentive Stock Units. Any ambiguity or inconsistency in the provisions of these
Standard Terms and Conditions shall be resolved consistent with such intent.
If, as of the Participant’s “separation from service”
within the meaning of Section 409A(a)(2)(A)(i) of the Code,
as determined by the Company, the Participant is a “specified employee” (
as determined by the Company in
accordance with its guidelines established pursuant to Treas. Reg. § 1.409A-
1(i)), any amount payable to the
Participant upon such separation from service shall be subject to the six (6) month delay required by
Section 409A(a)(2)(B)(i) of the Code; provided however, that such six (6) month delay shall not be required with
respect to any payment for which the payment event is not such separation from service or with respect to any
payment that is not subject to Section 409A by reason of the “short-term deferral”
rule described in Treas. Reg.
§ 1.409A-1(b)(4) or otherwise.
Incentive Stock Units granted under the Plan may not be sold, transferred, pledged, assigned, exchanged,
encumbered or otherwise alienated or hypothecated until the Incentive Stock Units 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.
9.
RESTRICTIONS ON RESALES
10.
SECTION 409A
11.
NO ASSIGNMENT