Counterparts Contract Clauses (32,839)

Counterparts. This Agreement may be executed in counterparts, with each counterpart being equally effective.

Counterparts. This Letter Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.13.Headings. Headings in this letter are for reference only and shall not be deemed to have any substantive effect. We are very pleased to have you serve in this leadership role during this exciting time for the Company. Please confirm your agreement to the terms specified in this Letter Agreement by signing below.Sincer...ely,​Avnet, Inc. ​By: /s/ Rodney Adkins​ ​​ ​​ ​Name: Rodney AdkinsTitle: Chair of the Board​2AGREED AND ACKNOWLEDGED:/s/ Philip R. Gallagher​ ​​ ​​ ​​ ​ Philip R. Gallagher ​​3Annex ARestrictive Covenants​The Officer acknowledges and recognizes (i) his possession of Confidential Information (as defined in Section (b) below), (ii) the highly competitive nature of the business of the Company and its affiliates and subsidiaries, which is worldwide in scope, and (iii) that reasonable restrictions on the Officer's future business endeavors and the Officer's ability to disclose Confidential Information are necessary to protect valuable client and customer relationships of the Company. Accordingly, in consideration of the premises contained herein, the Officer agrees to the restrictions set forth in this Annex A.​a.Non-Competition. The Officer agrees that during the Term and for one (1) year thereafter, he shall not, either individually or as an officer, director, stockholder, member, partner, agent, employee, consultant, principal, or committee-member of another business firm or sole proprietorship, (i) engage in, or be connected in any manner with, any business operating anywhere in the world that is in direct or indirect competition with any active business of the Company or any of its affiliates or subsidiaries, or any planned business of the Company or any of its affiliates or subsidiaries of which the Officer is aware (each a "Competitive Business"); (ii) be employed by an entity or person that controls a Competitive Business; or (iii) directly or indirectly solicit any customer or client of the Company or any of its affiliates or subsidiaries; provided, however, that the restrictions set forth in this Section (a) shall not prohibit the Officer from being a passive shareholder of a public company if the Officer owns less than one percent (1%) of such company.b.Confidential Information. The Officer agrees that he shall not, at any time during the term of this Agreement or thereafter, disclose to another, or use for any purpose other than performing his duties and responsibilities under this Letter Agreement, any Confidential Information. For purposes of this Letter Agreement, Confidential Information includes all trade secrets and confidential information of the Company and its affiliates and subsidiaries including, but not limited to, the Company's unique business methods, processes, operating techniques and "know-how" (all of which have been developed by the Company or its affiliates and subsidiaries through substantial effort and investment), profit and loss results, market and supplier strategies, customer identity and needs, information pertaining to employee effectiveness and compensation, inventory strategy, product costs, gross margins, and other information relating to the affairs of the Company and its affiliates and subsidiaries that Officer shall have acquired during his employment with the Company.c.Non-Solicitation of Employees. The Officer agrees that he shall not, at any time while employed by the Company and for three (3) years thereafter, directly or indirectly solicit or induce any of the employees of the Company or any of its affiliates or subsidiaries to terminate employment with their employer.4 EX-10.2 3 avt-20210102ex1023253bd.htm EX-10.2 Exhibit 10.2​November 17, 2020​Philip R. Gallagher11749 N. 129th WayScottsdale, AZ 85259Dear Phil:We are pleased that you have agreed to serve as the Chief Executive Officer of Avnet, Inc. (the "Company"). This letter agreement ("Letter Agreement") sets forth the terms and conditions of your employment as an officer ("Officer") of the Company, and replaces in its entirety the letter agreement between yourself and the Company dated April 3, 2017. View More

Counterparts. This Agreement may be executed in two or more counterparts (any of which may be delivered by facsimile or electronic transmission), each of which shall constitute an original, and all of which taken together shall constitute one and the same instrument.

Counterparts. This First Amendment may be executed in counterparts, each of which shall constitute an original, but all of which together shall constitute one and the same agreement. A copy of this First Amendment executed by the Parties, whether in electronic or paper form and whether transmitted by email, fax, mail, or otherwise, shall have the same effect as an original.

Counterparts. This Consulting Agreement may be executed in one or more counterparts, including counterparts delivered by facsimile or electronic mail, each of which shall be deemed an original, and it shall not be necessary in making proof of this Consulting Agreement, to produce or account for more than one such counterpart.

Counterparts. The Parties acknowledge and agree that this Agreement may be executed in one or more counterparts, including facsimiles and scanned images, and it shall not be necessary that the signatures of all Parties hereto be contained on any one counterpart, and each counterpart shall constitute one and the same Agreement. You acknowledge that You have entered into this Agreement freely and without coercion, that You have been advised by the Company to consult with counsel of Your choice, that You have ha...d adequate opportunity to so consult, and that You have been given all time periods required by law to consider this Agreement, including but not limited to the 21-day period required by the ADEA (the "Consideration Period"). You understand that You may execute this Agreement fewer than 21 days from its receipt from the Company, but agree that such execution will represent Your knowing waiver of such Consideration Period. You further acknowledge that within the 7-day period following Your execution of this Agreement (the "Revocation Period"), You will have the unilateral right to revoke this Agreement, and that the Company's obligations hereunder will become effective only upon the expiration of the Revocation Period without Your revocation hereof. In order to be effective, notice of Your revocation of this Agreement must be received by the Company in writing on or before the last day of the Revocation Period. Such revocation must be sent to the Company's Vice President, Total Rewards, at 400 Galleria Parkway SE, Suite 300, Atlanta, Georgia, 30339. If the terms set forth in this Agreement are acceptable, please initial each page, sign below, and return the signed original to the Company. If the Company does not receive a signed original on or before the 22nd day after You receive this Agreement, then this offer is automatically revoked and You shall not be entitled to the consideration set forth in this Agreement. View More

Counterparts. This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of a signed counterpart of this Agreement by e-mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or facsimile transmission shall constitute valid and sufficient delivery thereof.

Counterparts. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile, by electronic mail in "portable document format" (".pdf") form, or any other rapid transmission device designed to produce a written record of the communication transmitted shall be as ...effective as delivery of a manually executed counterpart thereof. View More

Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement, and any of the parties hereto may execute this Agreement by signing any such counterpart. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic (i.e., "pdf" or "tiff") format shall be effective as delivery of a manually executed counterpart of this Agreement.

Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument. 7 22. Section 409A of the Code. (a) The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order... to comply with Section 409A of the Code, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Participant and the Company of the applicable provision without violating the provisions of Section 409A of the Code. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Participant by Section 409A of the Code or damages for failing to comply with Section 409A of the Code. (b) Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. (c) Notwithstanding any contrary provision in this Agreement, any payment(s) of "nonqualified deferred compensation" (within the meaning of Section 409A of the Code) that are otherwise required to be made under this Agreement to a "specified employee" (as defined under Section 409A of the Code) as a result of such employee's separation from service (other than a payment that is not subject to Section 409A of the Code) shall be paid no sooner than six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and all amounts not paid because of the foregoing limitation shall be paid upon expiration of such six (6) months period (or if earlier, the death of the specified employee). (d) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes "nonqualified deferred compensation" for purposes of Section 409A of the Code be subject to offset by any other amount unless otherwise permitted by Section 409A of the Code. View More