Avnet, Inc. 2021 Stock Compensation and Incentive Plan
2021 STOCK COMPENSATION AND INCENTIVE PLAN
PURPOSE OF THE PLAN
The Avnet, Inc. 2021 Stock Compensation and Incentive Plan is intended to advance the interests of the Company by helping Avnet and its Subsidiaries to attract, retain, and appropriately motivate high caliber persons to serve as Eligible Employees and Non-Employee Directors, and by providing incentives to Eligible Employees and Non-Employee Directors that are consistent with the shareholders’ interest in maximizing the value of Avnet’s Stock.
The following terms, when used in capitalized form, shall have the meanings set forth below:
Solely with respect to any Award that constitutes “deferred compensation” subject to Section 409A of the Code and that is payable on account of a Change in Control (including any installments or stream of payments that are accelerated on account of a Change in Control), a Change in Control shall occur only if such event also constitutes a "change in the ownership", "change in effective control", and/or a "change in the ownership of a substantial portion of assets" of the Company as those terms are defined under Treasury Regulation Section 1.409A-3(i)(5), but only to the extent necessary to establish a time or form of payment that complies with Section 409A of the Code, without altering the definition of Change in Control for purposes of determining whether a Participant's rights to such Award become vested or otherwise unconditional upon the Change in Control.
In addition, Performance Criteria may include any other criteria selected by the Committee.
SHARES RESERVED FOR THE PLAN
ADMINISTRATION OF THE PLAN
STOCK APPRECIATION RIGHTS (“SARs”)
RESTRICTED STOCK UNITS
Performance Share Units
OTHER STOCK UNIT AWARDS
Executive Incentive Performance Awards
ADDITIONAL TERMS AND PROVISIONS
In addition, the making of any Award or determination, the delivery or recording of a stock transfer, and payment of any amount due to a Participant may be postponed for such period as Avnet may require, in the exercise of reasonable diligence, to comply with the requirements of any applicable law.
ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
AMENDMENT OR TERMINATION OF THE PLAN