Form of Change of Control Agreement between the Company and Leng Jin Chan, Dayna Badhorn and Elizabeth McMullen
CHANGE OF CONTROL AGREEMENT
This Change of Control Agreement (the “Agreement”) is made by and between Avnet, Inc., a New York corporation, with its principal place of business at 2211 South 47th Street, Phoenix, Arizona 85034 (“Avnet” or the “Company”) and __________________ (the “Officer”), effective as of __________ (the “Effective Date”). Avnet and the Officer are collectively referred to in this Agreement as the “Parties”.
WHEREAS, the Officer holds the position of ________________________ of the Company, which may be pursuant to a letter agreement (the most current letter agreement, if any, if referred to herein as “Letter Agreement”); and
WHEREAS, the Parties wish to provide for certain payments to the Officer in the event of a Change of Control of the Company and the subsequent termination of the Officer’s employment without Cause or the Constructive Termination of the Officer’s employment, as those capitalized terms are defined below.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the Parties agree as follows:
provided, however, that the Officer shall not be deemed to have terminated employment on account of a Constructive Termination unless:
(x)within ninety (90) days after the Adverse Action, the Officer notifies the Company in writing of his desire to terminate employment on account of such Constructive Termination;
(y)following its receipt of such notice, the Company has thirty (30) days to remedy the Adverse Action; and
(z)the Company fails to remedy such event by the end of such thirty (30) day period and the Officer’s termination of employment occurs no later than two (2) years after the Adverse Action.
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IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the day and year first above written.
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