Avnet 2014 Annual Report Download - page 98

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The exercise price of the Option (the “Exercise Price”)
is set forth in the Term Sheet. The Exercise Price and/or
any required tax withholding may be paid in cash or by certified or cashiers' check, by “cashless”
exercise
methods such as direct share withholding, or by such other method (including transfer of Stock previously owned
by the Participant, or broker-
assisted Regulation T simultaneous exercise and sale), as the Administrator permits
in its sole discretion. Fractional shares may not be exercised.
Shares of Stock will be issued as soon as practical after exercise; provided, however, that Avnet shall not be
obligated to deliver shares of Stock if (a) the Participant has not satisfied all applicable tax withholding
obligations, (b) the Stock is not properly registered or subject to an applicable exemption therefrom, (c) the Stock
is not listed on the stock exchanges on which Avnet's Stock is otherwise listed, or (d) Avnet determines that the
exercisability of the Option or the delivery of shares hereunder would violate any federal or state securities or
other applicable laws. The Option may be rescinded if necessary to ensure compliance with federal, state or other
applicable laws. The Participant shall not acquire or have any rights as a shareholder of Avnet until shares of
Stock issuable upon exercise of the Option are actually issued and delivered to the Participant in accordance
herewith.
Except as provided in this Section 4, the Option shall expire and cease to be exercisable as of the Expiration Date
set forth in the Term Sheet.
4.
EXPIRATION OF OPTION
A. If the Participant’
s employment or service with the Company terminates prior to a Change in Control for
any reason other than death, disability, or Retirement (as defined below), the Option shall immediately
expire and cease to be exercisable.
B. If the Participant’
s employment or service with the Company terminates by reason of Retirement (as
defined below), the Option shall continue to vest as set forth in the Term Sheet and these Standard Terms
and Conditions and, subject to the special rules that apply in the event of death (as set forth in Paragraph
D, below), shall remain exercisable until the earlier of (i) the fifth anniversary of the termination event or
(ii) the Expiration Date (unless such Option shall sooner be surrendered for termination or expire). 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.
C. If the Participant’
s employment with or service to the Company terminates or ceases by reason of
disability (as determined by the Administrator in its sole discretion), the Option shall remain exercisable
only to the extent vested as of such cessation of employment or service and shall cease to be exercisable
upon the earlier of (i) three months after the date