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Exhibit 10.2
CHANGE OF CONTROL
AGREEMENT
This Change of Control
Agreement (the “Agreement”) is made effective as of the
1 st day of December, 2006, between Avnet, Inc., a New
York corporation with its principal place of business at 2211 South
47 th Street, Phoenix, Arizona 85034 Arizona
(“Avnet” or “the Company”) and Steven R.
Phillips (the “Officer”). Avnet and the Officer are
collectively referred to in this Agreement as “the
Parties.”
WHEREAS, the Officer holds
the position of Vice President with the Company; 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, the Parties
agree as follows:
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(a) |
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“Change of Control” means the happening of any of
the following events: |
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(i) |
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the acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a
“Person”) of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of 50% or
more of either (A) the then outstanding shares of common stock
of the Company or (B) the combined voting power of the then
outstanding voting securities of the Company entitled to vote
generally in the election of directors; provided, however, that the
following transactions shall not constitute a Change of Control
under this subsection (i): (w) any transaction that is
authorized by the Board of Directors of the Company as constituted
prior to the effective date of the transaction, (x) any
acquisition directly from the Company (excluding an acquisition by
virtue of the exercise of a conversion privilege), (y) any
acquisition by the Company, or (z) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by
the Company or any entity controlled by the Company; or |
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(ii) |
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individuals who, as of the effective date hereof, constitute
the Board of Directors |
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