Exhibit 99.1
AVNET, INC.
2006 STOCK COMPENSATION PLAN
PERFORMANCE STOCK UNITS
For 3-Year Performance Periods Commencing with FY2010 and
Subsequent FYs
Avnet, Inc. (the
“Company”), hereby grants to the Participant named
below an award of restricted stock units (the “Performance
Stock Units” or “PSUs”) covering the three-year
Performance Period (defined in the Standard Terms and Conditions)
and covering the number of shares of its common stock (the
“Stock”), as specified below, upon the terms and
conditions set forth in the Avnet, Inc. 2006 Stock Compensation
Plan (the “Plan”) and these Standard Terms and
Conditions (the “Standard Terms and
Conditions”).
Name of Participant:
Grant Date:
Number of Share of Stock covered
by PSUs:
Vesting Schedule:
The
Performance Stock Units are subject to vesting upon the achievement
of performance goals set forth in these Standard Terms and
Conditions.
By accepting this award, the
Participant acknowledges that he or she has received and read, and
agrees that these Performance Stock Units shall be subject to, the
terms of the Plan and these Standard Terms and
Conditions.
1
AVNET, INC.
2006 STOCK COMPENSATION PLAN
STANDARD TERMS AND CONDITIONS FOR
PERFORMANCE STOCK UNITS
FISCAL 201_ — FISCAL 201_ PERFORMANCE PERIOD1
These
Standard Terms and Conditions apply to any Performance Stock Units
granted under the Avnet, Inc. 2006 Stock Compensation Plan (the
“Plan”) for the Fiscal 201
thru Fiscal 201_
Performance Period (as defined below) that are identified as
performance stock units and are evidence by an action of the
Committee.
1. TERMS OF PERFORMANCE STOCK
UNITS
Avnet,
Inc. (the “Company”), has granted to the Participant
restricted stock units (the “Performance Stock Units”
or “PSUs”) covering the number of shares of its common
stock (the “Stock”) a set forth on the cove page
hereto, subject to the conditions set forth in these Standard Terms
and Conditions and the Plan.
2. VESTING AND
PERFORMANCE
The
PSUs shall vest based upon a 3-year cumulative performance cycle,
beginning as of
, 201
and ending on
, 201
2 — Fiscal 201
thru 201
— (the
“Performance Period”). The vesting of the Performance
Stock Units shall be subject to the Company achieving by the end of
the Performance Period Relative Economic Profit (“EP”)
Improvement (as defined herein and as determined by the Committee)
equal to at least the Threshold level set forth below. The
“Relative EP Improvement” means the cumulative increase
in the Company’s economic profit during the Performance
Period over the prior three-year period (e.g., Fiscal 201
thru Fiscal 20
3) compared to the
cumulative increase during the Performance Period in the economic
profit of an index of peer companies consisting of the corporations
listed on Exhibit A hereto, adjusted for size, and expressed
as the percentage by which the Company’s economic profit
increase exceeds or is exceeded by that of the index.
For
purposes hereof, “economic profit” means operating
income after tax less a capital charge on the amount of capital
invested in the business. For purposes hereof, “operating
income” excludes certain items as determined by the Committee
such as restructuring charges, asset writedowns, impairments,
financial impacts of accounting, tax, or regulatory changes,
etc.
Subject to the foregoing, and provided that the
Participant has remained continuously employed by or in the service
of the Company from the Grant Date through the last day of the
Performance Period, the number of PSUs that will vest based on the
Company’s level of achievement with respect to the Relative
EP Improvement goals set forth above, which vesting shall occur as
of the last day of the Performance Period (the “Vest
Date”), shall be determined in accordance with the following
matrix:
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3-Year Size
Adjusted Cumulative Relative
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Percentage of PSUs
Vesting
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Economic
Performance (EP) Improvement
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200
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%
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100
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%
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0
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%
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In the
event that the Company’s actual Relative EP Improvement is
between the achievement levels set forth in the table above, the
percentage vesting shall be determined by interpolation.
Notwithstanding the foregoing or any other provision of these
Standard Terms and Conditions, with respect to the Performance
Periods covering FY2008 through FY2010 and FY2009 through FY2011,
to the extent that the percentage of Performance Stock Units
vesting as a percentage of target pursuant to the table above is
greater than 100%, the vesting percentage shall be limited to
100%.
Following the end of the Performance Period and
the collection of relevant date necessary to determine the extend
to which the performance goals set forth in this Paragraph 2
have been satisfied, the Committee will determine: (a) the
amount of Relative EP Improvement that was achieved by the Company
over the Performance Period; and (b) the percentage of the
Performance Stock Units that vested as of the last day of the
Performance Period. The Committee shall make these determinations
in its sole discretion. The level of achievement of Relative EP
Improvement shall be evidenced by the Committee’s written
certification, in accordance with Code Section 162(m). For the
avoidance of doubt, except as expressly provided otherwise in
Paragraphs 4 through 6 herein below, any Performance Stock Units
that do not vest in accordance with the forgoing on the Vest Date
shall expire without consideration on the Vest Date.
Upon
the vesting of all or a portion of the PSUs, one share of Stock
shall be issuable for each Performance Stock Unit that vests on the
Vest Date (the “PSU Shares”