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AVNET, INC. 2006 STOCK COMPENSATION PLAN PERFORMANCE STOCK UNITS For 3-Year Performance Periods Commencing with FY2010 and Subsequent FYs

Equity Incentive Plan Agreement

AVNET, INC. 2006 STOCK COMPENSATION PLAN PERFORMANCE STOCK UNITS For 3-Year Performance Periods Commencing with FY2010 and Subsequent FYs | Document Parties: AVNET INC | AVNET, INC You are currently viewing:
This Equity Incentive Plan Agreement involves

AVNET INC | AVNET, INC

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Title: AVNET, INC. 2006 STOCK COMPENSATION PLAN PERFORMANCE STOCK UNITS For 3-Year Performance Periods Commencing with FY2010 and Subsequent FYs
Governing Law: New York     Date: 8/20/2009
Industry: Electronic Instr. and Controls     Sector: Technology

AVNET, INC. 2006 STOCK COMPENSATION PLAN PERFORMANCE STOCK UNITS For 3-Year Performance Periods Commencing with FY2010 and Subsequent FYs, Parties: avnet inc , avnet  inc
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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.

 

 

 

AVNET, INC.

 

PARTICIPANT:

By:       
Title:

 

     
Name:

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:

 

 

 

 

 

3-Year Size Adjusted Cumulative Relative

 

Percentage of PSUs Vesting

Economic Performance (EP) Improvement

 

 

 

 

Maximum: =+5.0%

 

 

200

%

 

 

 

 

 

Target: 0.0%.

 

 

100

%

 

 

 

 

 

Below Threshold: = -5%

 

 

0

%

 

 

 

 

 

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”


 
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