2008 AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.1

2008 AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

This 2008 Amended and Restated Employment Agreement (" Agreement ") is made by and between ROY VALLEE, having offices at 2211 South 47 ^th Street, Phoenix, AZ 85034 (the " Executive ") and AVNET, INC., a New York corporation, with its principal executive offices at 2211 South 47 ^th Street, Phoenix, AZ 85034 (the " Company "), as of this 19 ^th day of December, 2008, but to be effective as of June 29, 2008 (the " Effective Date ").

WHEREAS, Executive is now and has been employed by the Company as Chairman and Chief Executive Officer pursuant to a certain Employment Agreement dated June 29, 2002, (referred to herein as the " Prior Employment Agreement "); and

WHEREAS, the Company and Executive desire to amend and restate the Prior Employment Agreement primarily for compliance with Section 409A of the Internal Revenue Code of 1986, as amended (" Code "), and the guidance issued thereunder by the United States Department of Treasury and/or the Internal Revenue Service (collectively " Section 409A ") and Internal Revenue Service Revenue Ruling 2008-13; and

WHEREAS, the Company wishes to provide for the continued employment of Executive in the role of Chairman and Chief Executive Officer; and

WHEREAS, Executive wishes to accept such continued responsibilities and employment and to render services to the Company in accordance with the provisions of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows:

a.  Employment . The Company hereby employs Executive, and Executive hereby accepts employment upon the terms and conditions set forth in this Agreement, which shall supercede and replace the Prior Employment Agreement.

b.  Duties and Responsibilities . Executive is currently the Chairman and Chief Executive Officer of the Company and is hereby engaged to continue such duties as Chairman and Chief Executive Officer for the term of this Agreement. Executive shall serve without additional compensation as a member of the Board of Directors of the Company (the "Board") and as an officer or director of subsidiaries, divisions or affiliates if elected or appointed to such offices. In the event that Executive is not elected to serve as Chairman and Chief Executive Officer of the Company or is otherwise relieved of his duties as such, he shall not be required to perform other duties in lieu thereof except as otherwise specifically provided herein.

c.  Performance of Duties . Executive agrees to devote his full time attention and best efforts to the business and affairs of the Company. Executive shall perform all duties and responsibilities commensurate with his position as Chairman and Chief Executive Officer and shall follow the reasonable directions of the Board. Executive may serve on civic, charitable or corporate boards or committees, fulfill speaking engagements and manage his personal affairs, so long as the Company, in its sole discretion, reasonably determines that such activities do not interfere, compete with or otherwise pose a conflict of interest with respect to the performance of Executive’s duties and responsibilities. Executive shall comply with Company policies and procedures as adopted from time to time, including the Company’s Code of Conduct.

This Agreement shall be effective beginning on the Effective Date, and, subject to earlier termination as provided in Section 5 below, shall continue through June 28, 2009, and thereafter, shall automatically be extended for additional one-year increments until terminated pursuant to the provisions of Section 5.

For all services to be rendered by Executive and for all covenants undertaken by him, the Company shall pay and Executive shall accept the following compensation:

a.  Base Salary . Subject to adjustment as provided in Section 3.b., Executive shall be paid a base salary of One Million and Fifty Thousand Dollars (US $1,050,000) for the fiscal year beginning on June 29, 2008, as determined by the Compensation Committee of the Board or the full Board (referred to as the " Compensation Committee "), payable in equal bi-weekly installments or in other installment frequencies as may be used from time to time by the Company to pay its other employees located in the United States. The Compensation Committee shall review the base salary of Executive on no less than an annual basis.

b.  Incentive Programs and Bonuses .

(i) Incentive Programs. For each fiscal year of the Company during the term of the Agreement, beginning with the Company’s fiscal year beginning June 29, 2008, Executive shall be eligible to receive incentive payments for services rendered during the fiscal year pursuant to the Company’s Executive Incentive Plan (the " Incentive Plan "). The amount of any actual incentive payment in any fiscal year shall be measured by the Company’s performance against goals established in accordance with the Incentive Plan and may range from zero to any maximum established pursuant to the Incentive Plan. Notwithstanding the foregoing, if as a result of the consummation of a business combination event (whether in the form of a merger, consolidation, transfer of substantial assets, or otherwise) that constitutes a "change of ownership or control," within the meaning of Treasury Regulation Section 1.162-27(e)(2)(v) (an "Ownership Change" ), in which the Company has not been the acquiring and/or surviving entity, Executive’s annual incentive payment for the Company’s fiscal year that includes the Ownership Change shall be equal to the highest amount of incentive compensation paid to Executive during the previous three fiscal years and shall be payable after the end of the fiscal year of the Company during which the Ownership Change takes place. If after an Ownership Change the Incentive Plan is terminated or Executive’s participation therein is otherwise eliminated or discontinued and, in either case, Executive is not immediately thereafter covered by a substantially equivalent incentive compensation plan, then in lieu of any such incentive payment, the annual base salary payable to Executive under Section 3.a. above shall be increased in each such fiscal year, beginning with the fiscal year after Executive is no longer covered by the Incentive Plan or such similar plan, by the highest aggregate incentive compensation paid to Executive by the Company in any fiscal year during the three (3) year period completed most recently prior to the date of the Ownership Change. For purposes of this paragraph, the fiscal year of the Company shall be determined without regard to any Ownership Change.

(ii) Bonus Payments. In addition to any incentive payments under the Incentive Plan, Executive shall be eligible to receive such additional bonuses as may be awarded by the Committee or the Board. In the event Executive is employed for only part of a fiscal year, Executive’s incentive payment pursuant to the Incentive Plan for the applicable fiscal year will be paid at the end of the performance period and appropriately pro-rated, based upon actual achievement of performance goals; provided that, (i) if Executive is then a "specified employee" within the meaning of Section 409A and the Company’s specified employee identification policy, if any (a " Specified Employee "), (ii) if the incentive payment is "nonqualified deferred compensation" within the meaning of Section 409A (and determined by taking into account the applicable provisions of Section 5.k.) and (iii) the incentive payment has not been deferred under the terms of the Avnet Deferred Compensation Plan, as amended (the " DCP "), payment will be made in a lump sum on the first day of the seventh month following the month of Executive’s " Separation From Service, " within the meaning of Section 409A ( "Six Month Delay Rule" ).

c.  Participation in Equity Plans . Executive shall participate in the Company’s various stock option plans and equity incentive plans as may be in effect from time to time; provided, however, that the grant of any stock options, restricted stock, phantom stock or other grant or award of equity shall be made by the committee acting under such plans.

d.  Employee Benefits . Executive shall be entitled to participate, on terms no less favorable than the terms offered to other senior executives of the Company, in any group and/or executive life, hospitalization or disability insurance plan, health program, profit sharing, deferred compensation plan, employee stock purchase plan, 401(k) plan, pension plan and similar benefit plans (qualified, non-qualified and supplemental) and other fringe benefits of the Company and similar programs in effect from time to time. Executive also currently participates in the Company’s Executive Officers’ Supplemental Life Insurance and Retirement Program (the "Program" ). Executive acknowledges and agrees that the Company may amend the Program in any manner that it deems appropriate to comply with Section 409A (including, but not limited to, amending distribution provisions thereunder); provided, however, that the Company may not decrease Executive’s benefits under the Program without the Executive’s written consent. Notwithstanding any other provision of the benefit plans, the Program or any other policy of the Company providing for reimbursement of expenses incurred by Executive or the payment of in-kind benefits, in compliance with Section 409A, to the extent that such payments are not made under the Short-Term Deferral Exception (as defined herein):

(i) They will be made pursuant to an arrangement providing for an objectively determinable and non-discretionary definition of the expenses eligible for reimbursement or of the in-kind benefits to be provided and during an objectively and specifically prescribed period;

(ii) The amount of expenses eligible for reimbursement and the provision of in-kind benefits during any calendar year shall not affect the amount of expenses eligible for reimbursement or the provision of in-kind benefits in any other calendar year (other than medical benefits described in Section 105(b) of the Code);

(iii) The reimbursement of an eligible expense shall be made on or before December 31 of the calendar year following the calendar year in which the expense was incurred; and

(iv) The right to reimbursement or right to in-kind benefit shall not be subject to liquidation or exchange for another benefit.

e.  Vacation and Other Absences . Executive shall be entitled to paid vacations each year in accordance with the Company’s then-current vacation policy for senior executives. Executive shall be subject to the policies and procedures relating to other absences from regular duties for holidays, sick or disability leave, leave of absence without pay, or leave for other reasons, as those customarily provided to the Company’s senior executives.

f.  Expenses . The Company shall reimburse Executive’s travel, entertainment and other business expenses that are reasonably and necessarily incurred by him in the course of performing his duties and properly documented; all in accordance with the Company’s policies as in effect from time to time. In compliance with Section 409A and notwithstanding the terms of any such Company policy to the contrary, to the extent that such payments are not made under the Short-Term Deferral Exception:

(i) The amount of expenses eligible for reimbursement during any calendar year shall not affect the amount of expenses eligible for reimbursement in any other calendar year;

(ii) The reimbursement of an eligible expense shall be made on or before December 31 of the calendar year following the calendar year in which the expense was incurred; and

(iii) The right to reimbursement shall not be subject to liquidation or exchange for another benefit.

a.  Non-Competition . Executive agrees that during the term of this Agreement, including all renewals, and for any period thereafter during which Executive is engaged and paid by the Company as a consultant, Executive will not engage directly or indirectly, either as principal, agent, proprietor, director, officer, employee, or as a ten percent (10%) or more shareholder of any company (inclusive of the direct or indirect shareholdings of his spouse, child or parent) or participate in the ownership, management, operation or control or have any other significant financial interest in any business which is competitive with the business of the Company, including its subsidiaries and affiliates, or any part thereof.

b.  Confidential Information . Executive agrees that he will 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, trade secrets or confidential information of the Company and its subsidiaries and affiliates 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 subsidiaries and affiliates 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 or other information relating to the affairs of the Company and its subsidiaries and affiliates that he shall have acquired during his employment with the Company.

c.  Non-Solicitation of Employees . Executive agrees that he will not, at any time during the term of this Agreement, including all renewals and at any time thereafter, directly or indirectly, solicit or induce any of the employees of the Company or its subsidiaries and affiliates to terminate their employment with their employer.

The Company may terminate Executive’s employment with or without cause, and Executive may voluntarily terminate his employment, at any time during the term of this Agreement, subject to the provisions of this Section 5 and Section 6.

a.  Executive Voluntary Termination of Agreement . Executive may terminate his employment under this Agreement one (1) year from the date when Executive provides written notice of termination to the Company. Following such termination, Executive shall be paid base salary through the termination date and will be eligible for any annual incentive payment (or pro-rata portion earned through the termination date) paid at the end of the performance period (except as otherwise provided below or as provided under the DCP) based on actual achievement of performance goals. If Executive fails to provide one (1) year written notice of termination to the Company, he shall be paid base salary through the last day worked, but shall not be eligible for any bonus or annual incentive payments for any partial fiscal year worked and may also be subject to damages and/or injunctive relief pursuant to Section 7 below for breach of the Agreement. Notwithstanding any other provision of this Agreement or any plan, program, or arrangement of the Company to the contrary, (i) if Executive is a Specified Employee and (ii) to the extent any payment to be made to Executive is "nonqualified deferred compensation" within the meaning of Section 409A (and determined by taking into account the applicable provisions of Section 5.k.), no payment upon a Separation From Service will be made before the first day of the seventh month following the month of Executive’s Separation From Service. If the Company is advised by outside legal counsel that it must restrict Executive’s participation in retirement and savings type benefits referred to in Section 3.d of this Agreement under applicable law during the one (1) year period referred to in the first sentence of this paragraph, then in lieu of participation in those benefits during such period, the Company shall pay Executive within 30 days after the end of such period (or, if later, on the first day of the month following the end of the Six Month Delay Rule) an amount equal to the Company-provided contributions or benefits Executive would have otherwise accumulated under those retirement or savings type benefits during such period (determined: (a) without regard to any pre-tax or after-tax contributions that would have otherwise been made by Executive (but by including the maximum amount of matching contributions that Executive would have otherwise received) or any lost investment or future tax-deferral opportunities and (b) by assuming that distributions relating to such retirement or savings type benefits would have been made to Executive at the end of such one (1) year period) plus a gross-up for any federal, state or local incomes taxes imposed on Executive on such payment (as determined by the Company).

b.  Executive Termination Upon Change in Office and Duties . If during the term hereof the Company does not continue Executive in the office of Chairman