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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to Rule 14a-11(c) or Rule 14a-12
Avnet,Inc.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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AVNET, INC.
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
------------------------
TO BE HELD MONDAY, NOVEMBER 23, 1998
TO ALL SHAREHOLDERS OF AVNET, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of AVNET,
INC., a New York corporation ("Avnet"), will be held at The Omni Berkshire
Place, 21 East 52nd Street, New York, New York, on Monday, November 23, 1998 at
9:30 A.M., Eastern Standard Time, for the following purposes:
1. To elect nine directors to serve until the next Annual Meeting and
until their successors have been elected and qualified.
2. To consider a proposal to authorize an amendment to the Avnet
Employee Stock Purchase Plan, increasing the number of shares of
Common Stock reserved for sale under the Plan from 500,000 to
1,000,000.
3. To ratify the appointment of Arthur Andersen LLP as independent
public accountants to audit the books of Avnet for the fiscal year
ending July 2, 1999.
4. To take action with respect to such other matters as may properly
come before the Annual Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on October 5, 1998
as the record date for the Annual Meeting. Only holders of record of shares of
Avnet's Common Stock at the close of business on such date shall be entitled to
notice of and to vote at the Annual Meeting or any adjournment thereof.
By Order of the Board of
Directors
DAVID R. BIRK
Secretary
October 9, 1998
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AVNET, INC.
2211 SOUTH 47TH STREET
PHOENIX, ARIZONA 85034
------------------------
PROXY STATEMENT
DATED OCTOBER 9, 1998
------------------------
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 23, 1998
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Avnet, Inc. ("Avnet") for use at the Annual
Meeting of Shareholders to be held on November 23, 1998, and at any and all
adjournments thereof (the "Annual Meeting"), with respect to the matters
referred to in the accompanying notice. A form of proxy is enclosed herewith.
Any shareholder who executes and returns the proxy may revoke such proxy by
written notice of revocation, provided it is received by the Secretary of Avnet
at the address set forth above at any time prior to the Annual Meeting, by
submission at such address of another proxy bearing a later date, or by voting
in person at the Annual Meeting. The approximate date on which this proxy
statement and the enclosed form of proxy are first being sent or given to
shareholders is October 9, 1998.
Only holders of record of outstanding shares of Avnet's Common Stock, par
value $1.00 per share (the "Common Stock") at the close of business on October
5, 1998 are entitled to notice of and to vote at the Annual Meeting. Each
shareholder is entitled to one vote per share held of record. The aggregate
number of shares of Avnet's Common Stock outstanding (net of treasury shares) at
October 5, 1998 was 36,346,153, comprising all of Avnet's capital stock
outstanding as of that date.
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ELECTION OF DIRECTORS
Nine directors are to be elected at the Annual Meeting to hold office until
the next Annual Meeting of Shareholders and until their successors have been
elected and qualified. It is the intention of the persons named in the enclosed
form of proxy to vote each properly signed and returned proxy (unless otherwise
directed by the shareholder executing such proxy) for the election as directors
of Avnet of the nine persons listed below. Each of such persons has consented to
being named herein and to serve if elected. All of the nominees, other than
Lawrence W. Clarkson, were elected directors at the Annual Meeting of
Shareholders held on November 19, 1997.
Directors will be elected by a plurality of the votes properly cast (in
person or by proxy) at the Annual Meeting. Thus, shareholders who do not vote,
or who withhold their vote from one or more nominees below and do not vote for
another person, will not affect the outcome of the election provided that a
quorum is present at the Annual Meeting. Brokers who hold shares of Common Stock
as nominees will have discretionary authority to vote such shares if they have
not received voting instructions from the beneficial owners by the tenth day
before the Annual Meeting, provided that this proxy statement has been
transmitted to the beneficial owners at least fifteen (15) days before the
Annual Meeting.
In case any of the nominees below should become unavailable for election
for any presently unforeseen reason, the persons named in the enclosed form of
proxy will have the right to use their discretion to vote for a substitute or to
vote for the remaining nominees and leave a vacancy on the Board of Directors.
Under the By-Laws of Avnet, any such vacancy may be filled by a majority vote of
the directors then in office or by the shareholders at any meeting thereof.
Avnet's By-Laws also empower the Board of Directors to fix the number of
directors from time to time.
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The information set forth below as to the age, principal occupations and
other directorships of each nominee has been furnished to Avnet by such nominee.
YEAR FIRST PRINCIPAL OCCUPATIONS DURING
ELECTED A LAST FIVE YEARS; OTHER
NAME AGE DIRECTOR CURRENT PUBLIC COMPANY DIRECTORSHIPS
---- --- ---------- ------------------------------------
Eleanor Baum(a)(b)............. 58 1994 Dean of the School of Engineering of
The Cooper Union, New York, NY; also
a Director of Allegheny Energy
Corporation and U.S. Trust Company.
President of the Accreditation Board
for Engineering and Technology
(1997-1998); Chairman, New York
Academy of Sciences; President of
the American Society for Engineering
Education (1995-1996) and
Commissioner of the Engineering
Workforce Commission (1991 to
present).
J. Veronica Biggins(b)(d)...... 51 1997 Partner (since March 1995) at
Heidrick & Struggles, an executive
search firm; also a Director of
National Data Corporation and
Cameron Ashley Building Products,
Inc. Chairman of the Czech and
Slovak American Enterprise
Development Fund, which is funded by
the U. S. Government SEED Act;
Assistant to the President of the
United States and Director of
Presidential Personnel at the White
House (from January 1994 until
February 1995), and an Executive
Vice President of NationsBank (with
the bank from June 1974 through
January 1994).
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YEAR FIRST PRINCIPAL OCCUPATIONS DURING
ELECTED A LAST FIVE YEARS; OTHER
NAME AGE DIRECTOR CURRENT PUBLIC COMPANY DIRECTORSHIPS
---- --- ---------- ------------------------------------
Joseph F. Caligiuri(b)(c)...... 70 1992 Executive Vice President (retired
April 1993) of Litton Industries,
Inc., a technology-based company
providing resource exploration
services, industrial automation
systems and advanced electronic and
defense systems to the United States
and world markets; also a Director
of The Titan Corporation and
Intracel Corporation.
Lawrence W. Clarkson........... 60 -- Senior Vice President of The Boeing
Company since April 1994, and
President, Boeing Enterprises since
January 1997, a manufacturer of
aerospace, aviation and defense
products; Senior Vice President of
Planning and International
Development of The Boeing Company
(1994-1997); Vice President of
Planning and International
Development (1992-1994). Director of
Atlas Air and Interturbine, a
private freight airline company;
Director of the U.S.-China Business
Council and the National Association
of Manufacturers. Chairman of the
U.S. Pacific Basin Economic Council
and the National Center for Asia
Pacific Economic Cooperation and
Vice Chairman of The National Bureau
of Asian Research.
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YEAR FIRST PRINCIPAL OCCUPATIONS DURING
ELECTED A LAST FIVE YEARS; OTHER
NAME AGE DIRECTOR CURRENT PUBLIC COMPANY DIRECTORSHIPS
---- --- ---------- ------------------------------------
Ehud Houminer(a)(b)............ 58 1993 Professor and Executive-in-
Residence since July 1991 at
Columbia Business School, Columbia
University, New York, NY and (since
January 1996) a principal of Lear,
Yavitz and Associates, a management
consulting firm; previously an
executive of Philip Morris Companies
Inc. (December 1988 until September
1990) and consultant to Bear Stearns
& Co., Inc. (February 1992 through
March 1995); also a Director of
various Dreyfus mutual funds, and of
Supersol Ltd.
Salvatore J. 67 1982 Chairman and CEO (since May 1996) of
Nuzzo(a)(b)(c)(d)............ Datron Inc., a manufacturer of
aerospace and defense products; also
Chairman of the Board (since March
1994) of Marine Mechanical Corp., a
manufacturer of defense products.
Chairman of the Board of SL
Industries, Inc., a manufacturer of
industrial/communications products
(March 1988 to May 1998); also
Director of Gitchner Systems Group,
Inc. Prior to March 1994, Chairman
of the Board (from March 1991) and
Chief Executive Officer (from March
1991 until December 1992) of
Technautics Corporation, a
manufacturer of defense/aerospace
products.
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YEAR FIRST PRINCIPAL OCCUPATIONS DURING
ELECTED A LAST FIVE YEARS; OTHER
NAME AGE DIRECTOR CURRENT PUBLIC COMPANY DIRECTORSHIPS
---- --- ---------- ------------------------------------
Frederic Salerno(b)(c)(d)...... 55 1993 Senior Executive Vice President &
CFO/Strategy & Business Development
and a Director of Bell Atlantic
(since August 1997); previously
Director and Vice Chairman of the
Board of NYNEX Corporation, a
telecommunications company (from
March 1991 to July 1997) and
President of NYNEX Corporation's
Worldwide Services Group (from March
1991 to March 1994); also a Director
of Bear Stearns & Co., Inc., Telecom
Asia (an affiliate of NYNEX), Viacom
Inc. and Keyspan Corp.
Roy Vallee(b)(d)............... 46 1991 Chairman of the Board and Chief
Executive Officer of Avnet since
June 1998; prior thereto, Vice
Chairman of the Board (November 1992
to June 1998) and President and
Chief Operating Officer of Avnet
(March 1992 to June 1998); prior to
March 1992, Senior Vice President of
Avnet and Director of Worldwide
Marketing of Avnet's Electronic
Marketing Group.
Frederick S. 70 1992 Consultant to General Dynamics
Wood(a)(b)(c)(d)............. Corporation, a supplier to the
United States Defense Department and
the aerospace industry.
- ---------------
(a) Member of the Audit Committee.
(b) Member of the Executive Committee.
(c) Member of the Executive Incentive and Compensation Committee.
(d) Member of the Nominating Committee.
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THE BOARD OF DIRECTORS AND CERTAIN OF ITS COMMITTEES
Avnet's Board of Directors held eight meetings during fiscal 1998: the
annual organizational meeting (which occurs shortly after the Annual Meeting of
Shareholders) and seven additional meetings. The Board of Directors has
appointed committees, including an Audit Committee, an Executive Incentive and
Compensation Committee, a Nominating Committee and an Executive Committee, to
carry out certain particular responsibilities.
The Audit Committee is charged with maintaining communication between the
full Board and Avnet's independent public accountants, reviewing the status of
the annual audit prior to its completion and determining the nature and extent
of any problems warranting consideration by the full Board, reviewing any
disagreements that have not been resolved to the satisfaction of both management
and the independent public accountants, and evaluating the adequacy and
effectiveness of Avnet's internal accounting controls and reporting to the full
Board with respect thereto. The Audit Committee also reviews quarterly financial
statements. The Audit Committee met five times in fiscal 1998.
The Executive Incentive and Compensation Committee administers Avnet's
stock option plans and Incentive Stock Program and is responsible for reviewing
and approving the compensation of the Chief Executive Officer, the four other
most highly paid executive officers and any other executives whose total cash
compensation is greater than $500,000 per year. The Executive Incentive and
Compensation Committee met four times in fiscal 1998.
The Nominating Committee is charged with considering, screening and
recommending to the Board of Directors appropriate candidates for nomination to
be elected and/or re-elected as directors of Avnet by the shareholders of Avnet
or for election by the Board of Directors between shareholder meetings. The
Nominating Committee will consider recommendations only from persons solicited
by the Committee. The Nominating Committee met twice in fiscal 1998.
The Executive Committee is charged with the authority of the full Board
and, between meetings of the Board, is authorized to exercise the powers of the
Board in the management of the business affairs of Avnet subject to limitations
prescribed by law. The Executive Committee met two times in fiscal 1998.
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During fiscal 1998, each incumbent director attended at least 75% of the
combined number of meetings of the Board and of the committees (if any) on which
such director served.
COMPENSATION OF DIRECTORS
Directors of Avnet who are also officers or employees of Avnet do not
receive any special or additional remuneration for service on the Board of
Directors or any of its committees. Each non-employee director elected for the
first time prior to January 1997 receives an annual retainer fee of $15,000 for
serving on the Board and each non-employee director elected for the first time
in or after January 1997 (currently only Ms. Biggins) receives an annual
retainer fee of $20,000 for serving on the Board. In addition, each non-
employee director receives an annual retainer fee of $3,000 for each committee
on which he or she serves, and an additional $3,000 for each committee on which
he or she serves as chairman. The maximum aggregate annual fee for a
non-employee director elected for the first time prior to January 1997 is
$24,000, and the maximum aggregate annual fee for a non-employee director
elected for the first time in or after January 1997 is $29,000. Each non-
employee director is also paid $1,000 per meeting for each meeting of the Board
attended by such director. In addition, under the Outside Directors' Stock Bonus
Plan, non-employee directors are awarded 300 shares of Avnet Common Stock upon
their re-election each year, or such lesser number having a value at the time of
delivery not exceeding $24,000.
Under the Avnet Deferred Compensation Plan for Outside Directors, all fees
payable in cash, other than meeting fees, to a non-employee director of Avnet
during a plan year for service as a member of the Board of Directors or any
committees thereof, may be deferred in the form of cash or in Common Stock
equivalent "phantom share units" or "PSUs". Fees deferred in the form of PSUs
are translated monthly into PSUs by dividing the amount of fees deferred by the
average market value of a share of Common Stock on the New York Stock Exchange
for the five trading days ending on the date when the fees would otherwise have
been paid. Compensation deferred as cash is credited at the end of each calendar
month with interest at a rate corresponding to the rate of interest on U.S.
Treasury 10-year notes on the first day of that calendar month. Compensation
deferred under the Plan, and additional PSUs or interest credited thereon, will
be payable to a director (i) upon cessation of membership on Avnet's Board of
Directors in ten annual installments or, at the director's election (which must
be made within twenty-four (24) months prior to the date on which
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the director ceases to be a member of the Board), in annual installments not
exceeding ten or in a single lump sum or (ii) upon a change in control of Avnet,
in a single lump sum. PSUs are payable in Common Stock with cash payment made
for fractional shares. In the event of the death of a director before receipt of
all required payments, all remaining payments shall be made to the director's
designated beneficiary.
In May 1996, the Board of Directors terminated the Retirement Plan for
Outside Directors of Avnet, Inc. (the "Retirement Plan") with respect to outside
directors elected for the first time after May 21, 1996. Therefore, while
members of the Board of Directors as of May 21, 1996 still accrue benefits under
the Retirement Plan, Board members elected for the first time thereafter
(currently only Ms. Biggins) are not eligible to participate in the Retirement
Plan. The Retirement Plan provides retirement income for eligible directors who
are not officers, employees or affiliates (except by reason of being a director)
of Avnet (the "Outside Directors"). The Retirement Plan entitles any eligible
Outside Director who has completed six years or more of active service to an
annual cash retirement benefit equal to the annual retainer fee (including
committee fees) during the Outside Director's last year of active service,
payable in equal monthly installments for a period of from two to ten years
depending on length of service, with payments beginning on the date which is the
later of such director's 65th birthday or his or her retirement date. The
Retirement Plan also provides for automatic retirement of Outside Directors at
age 72 or, in the case of Outside Directors serving on the Board on the
Retirement Plan's effective date (July 1, 1992), age 75. The surviving spouse of
any deceased Outside Director is entitled to 50% of any remaining unpaid
retirement benefit.
Avnet had a consulting agreement with David Shaw, a former executive
officer of Avnet who is currently a director of Avnet but who is not standing
for reelection. Under this agreement, which expired on June 30, 1998, Mr. Shaw
was paid $50,000 in fiscal 1998 for performing consulting and advisory services,
and also received certain medical insurance benefits.
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BENEFICIAL OWNERSHIP OF COMMON STOCK BY MANAGEMENT AND OTHERS
The following table sets forth information with respect to the Common Stock
beneficially owned at August 31, 1998 by (a) the only persons which, to Avnet's
knowledge, are the beneficial owners of more than 5% of the outstanding Common
Stock, (b) each current director and director nominee of Avnet, (c) each of the
executive officers named in the Summary Compensation Table set forth on page 13,
and (d) all current directors, director nominees and executive officers as a
group. Except where specifically noted in the table, all the shares listed for a
person or the group are directly held by such person or group members, with sole
voting and dispositive power. The table does not reflect undelivered awards of
restricted stock under the Avnet Incentive Stock Program, which stock cannot be
voted prior to delivery. Also, the table does not include PSUs held for the
account of non-employee directors under the Deferred Compensation Plan for
Outside Directors (see "Compensation of Directors" above).
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AMOUNT AND
NATURE OF BENEFICIAL PERCENT OF
NAME OWNERSHIP CLASS*
---- -------------------- -------------
Sanford C. Bernstein & Co. Inc.(1)....................... 4,056,391 11.16%
Goldman, Sachs & Co. and The Goldman Sachs Group,
L.P.(2)................................................ 2,192,621 6.03%
Eleanor Baum............................................. 1,250
Gerald J. Berkman........................................ 300
J. Veronica Biggins...................................... 300
Joseph F. Caligiuri...................................... 2,350(T,S)
Steven C. Church......................................... 5,352
60,250(O)
Lawrence W. Clarkson..................................... -0-
Ehud Houminer............................................ 3,100
Burton Katz.............................................. 2,707
15,750(O)
Leon Machiz.............................................. 10,407
262,500(O)
Salvatore J. Nuzzo....................................... 4,100
Frederic Salerno......................................... 3,100
David Shaw............................................... 20,000
Roy Vallee............................................... 2,012
295,000(O)
6,060(T,S)
Richard R. Ward.......................................... 4,265
35,375(O)
Keith Williams........................................... 2,517
58,750(O)
Frederick S. Wood........................................ 300
1,300(T)
Directors and executive officers as a group (21
persons)............................................... 80,381
1,300(T)
8,410(T,S)
877,946(O)
---------
968,037 2.60%
- ---------------
(T) Shares owned by trusts, custodianships and other entities as to which the
person has the power to direct voting and disposition.
(S) Shares as to which the person shares voting and/or dispositive power with
others.
(O) Shares issuable upon exercise of stock options currently exercisable or
first becoming exercisable on or prior to December 31, 1998.
* Less than 1% for each person listed below except as otherwise indicated.
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(1) Sanford C. Bernstein & Co., Inc. ("Bernstein") is a registered investment
advisor and broker/dealer, with offices at 767 Fifth Avenue, New York, New
York 10153. Information as to the beneficial ownership of Common Stock by
Bernstein was obtained from a Schedule 13G dated February 4, 1998, filed by
Bernstein with the Securities and Exchange Commission, which disclosed that
Bernstein was then the beneficial owner of 4,056,391 shares of Common
Stock, including 2,166,269 shares as to which it had sole voting power,
525,671 shares as to which it had shared voting power, and 4,056,391 shares
as to which it had sole dispositive power. Such filing further discloses
that the shares were acquired in the ordinary course of business and were
not acquired for the purpose of, and do not have the effect of, changing or
influencing the control of Avnet, and were not acquired in connection with
or as a participant in any transaction having such purpose or effect.
(2) Goldman Sachs & Co. is a registered investment advisor and broker/dealer,
and The Goldman Sachs Group, L.P. is its parent holding company, both with
offices at 85 Broad Street, New York, New York 10004 (collectively "Goldman
Sachs"). Information as to the beneficial ownership of Common Stock by
Goldman Sachs was obtained from a Schedule 13G dated February 14, 1998,
filed by Goldman Sachs with the Securities and Exchange Commission, which
disclosed that Goldman Sachs was then the beneficial owner of 2,192,621
shares of Common Stock, including 2,078,021 shares as to which it had
shared voting power and 2,192,621 as to which it had shared dispositive
power. Such filing further discloses that the shares were acquired in the
ordinary course of business and were not acquired for the purpose of, and
do not have the affect of, changing or influencing the control of Avnet,
and were not acquired in connection with or as a participant in any
transaction having such purpose or effect.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Pursuant to Section 16(a) of the Securities Exchange Act of 1934, Avnet's
directors, executive officers and beneficial owners of more than 10% of the
outstanding Common Stock are required to file reports with the Securities and
Exchange Commission, the New York Stock Exchange and the Pacific Exchange
concerning their ownership of and transactions in Avnet Common Stock; such
persons are also required to furnish Avnet with copies of such reports. Based
solely on such reports and related information furnished to Avnet, Avnet
believes that in fiscal 1998 all such filing requirements were complied with in
a timely manner by all directors and executive officers.
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COMPENSATION OF AVNET MANAGEMENT
The following table sets forth information concerning the total
compensation during Avnet's last three fiscal years of its Chief Executive
Officer and its four other executive officers who had the highest individual
aggregates of salary and bonus during Avnet's fiscal year ended June 26, 1998:
SUMMARY COMPENSATION TABLE
LONG-TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
----------------------- -----------------------
RESTRICTED SECURITIES
NAME AND FISCAL STOCK UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS AWARDS(1) OPTIONS(#) COMPENSATION(2)
- ------------------ ------ ---------- ---------- ---------- ---------- ---------------
Leon Machiz,................ 1998 $1,000,000 $1,060,000 $238,423 -- $16,589
Chairman of the Board 1997 1,000,000 1,125,000 275,100 225,000 9,852
and Chief Executive 1996 1,000,000 1,160,000 205,000 -- 8,932
Officer (retired 6/26/98)
Roy Vallee,................. 1998 600,000 648,000 166,044 100,000 1,256
Chairman of the Board 1997 600,000 700,000 189,623 100,000 1,048
and Chief Executive 1996 600,000 724,000 141,040 25,000 953
Officer
(effective 6/27/98; prior
thereto Vice Chairman,
President and Chief
Operating Officer)
Steven C. Church,........... 1998 400,000 291,129 82,647 20,000 1,104
Senior Vice President 1997 360,000 262,260 98,250 20,000 995
1996 300,000 241,229 76,875 15,000 920
Burton Katz,................ 1998 225,000 339,604 66,368 8,000 1,365
Senior Vice President 1997 265,000 189,210 68,775 10,000 1,948
1996 250,000 158,854 63,550 10,000 1,676
Richard Ward,............... 1998 300,000 223,807 50,089 15,000 2,055
Senior Vice President 1997 250,000 339,189 49,125 12,000 1,742
1996 250,000 161,638 25,625 7,500 1,484
- ---------------
(1) The dollar values of the restricted stock awards shown in this table are
based on the closing price of a share of Common Stock on the date on which
the restricted stock awards were made. The number of shares of restricted
stock awarded to each person named in the table during fiscal year 1998 was
as follows: Mr. Machiz -- 3,808 shares; Mr. Vallee -- 2,652 shares; Mr.
Church -- 1,320 shares; Mr. Katz -- 1,060 shares; and Mr. Ward -- 800
shares. These restricted shares vested and will vest in four equal
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installments in January 1998, 1999, 2000 and 2001; however, as a result of
Mr. Machiz's retirement, his previously undelivered restricted shares will
be delivered to him in January 1999. A holder of undelivered restricted
stock awards is not entitled to receive dividends paid on, or to any other
rights of a shareholder with respect to, the Common Stock underlying such
awards. The aggregate number of shares of allocated but undelivered
restricted stock at Avnet's 1998 fiscal year-end (June 26, 1998) and the
value of such shares (based on the closing price of a share of Common Stock
on that date) are as follows: Mr. Machiz -- 6,656 shares ($363,584); Mr.
Vallee -- 4,607 shares ($251,657); Mr. Church -- 2,365 shares ($129,188);
Mr. Katz -- 1,805 shares ($98,598); and Mr. Ward -- 1,225 shares ($66,916).
(2) Consists of premiums paid by Avnet for the insurance benefits to the persons
named in the table under the executive group life insurance program
described on page 17.
OPTIONS
The following table sets forth information concerning grants of stock
options during Avnet's fiscal year ended June 26, 1998 to each of Avnet's
executive officers named in the Summary Compensation Table:
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
---------------------------------------------------------------- POTENTIAL REALIZABLE
NUMBER OF % OF TOTAL VALUE AT ASSUMED
SECURITIES OPTIONS ANNUAL RATES OF STOCK
UNDERLYING GRANTED TO APPRECIATION FOR
OPTIONS EMPLOYEES EXERCISE MARKET PRICE OPTION TERM
GRANTED IN PRICE PER ON DATE EXPIRATION ------------------------
NAME (#)(1) FISCAL YEAR SHARE OF GRANT DATE 5% 10%
- ---- ---------- ----------- --------- ------------ ---------- ---------- -----------
Leon Machiz.......... -- -- -- -- -- -- --
Roy Vallee........... 100,000 17.9% $63.25 $63.25 9/24/2007 $3,978,400 $10,082,100
Steven C. Church..... 20,000 3.6 63.25 63.25 9/24/2007 795,680 2,016,420
Burton Katz.......... 8,000 1.4 63.25 63.25 9/24/2007 318,272 806,568
Richard Ward......... 15,000 2.7 63.25 63.25 9/24/2007 596,760 1,512,315
- ---------------
(1) All of the options granted become exercisable in four equal cumulative
installments on each of the first through fourth anniversary dates of the
date of grant.
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The following table sets forth information concerning exercises of stock
options during fiscal 1998 by each of Avnet's executive officers named in the
Summary Compensation Table, and the number and value of options held by them at
fiscal year end (June 26, 1998):
AGGREGATED OPTION EXERCISES IN LAST FISCAL
YEAR AND FISCAL YEAR-END OPTION VALUES
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT IN-THE-MONEY OPTIONS
ACQUIRED ON FISCAL YEAR END AT FISCAL YEAR-END(2)
EXERCISE VALUE --------------------------- ---------------------------
NAME (#) REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ----------- ----------- ------------- ----------- -------------
Leon Machiz.......... 100,000 $5,281,000 231,250 193,750 $2,932,031 $ 833,594
Roy Vallee........... -- -- 232,500 212,500 5,007,813 1,157,813
Steven C. Church..... -- -- 46,500 42,500 814,439 150,939
Burton Katz.......... 16,250 537,850 8,750 23,000 100,783 130,626
Richard Ward......... -- -- 24,250 30,250 400,095 129,970
- ---------------
(1) Value realized is the aggregate market value on the date of exercise of the
shares acquired less the aggregate exercise price paid for such shares.
(2) Value of unexercised options is the difference between the aggregate market
value of the underlying shares (based on the average of the high and low
prices on June 26, 1998 of $54.875 per share) and the aggregate exercise
price for such shares.
RETIREMENT BENEFITS AND INSURANCE
The Avnet Pension Plan (the "Pension Plan") is a defined benefit plan which
covers most United States employees of Avnet, including each of the executive
officers named in the Summary Compensation Table. The Pension Plan is a type of
defined benefit plan commonly referred to as a cash balance plan. A
participant's benefit under the Pension Plan is based, in general, on the value
of the participant's cash balance account, which is used for record keeping
purposes and does not represent any assets of the Pension Plan segregated on
behalf of a participant. A participant's cash balance account equals the sum of
the present value of his or her accrued benefit under the Pension Plan. The
accumulated benefit in a
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participant's cash balance account is approximately equal to the actuarial
present value (using certain actuarial assumptions under the Pension Plan) of a
deferred annuity benefit payable at age 65 determined by aggregating 2% of a
participant's annual earnings for each year. In general, the Pension Plan
defines annual earnings as a participant's base salary, commissions, royalties,
annual cash incentive compensation and amounts deferred pursuant to plans
described in section 125 or 401(k) of the Internal Revenue Code of 1986, as
amended. No benefit is accrued under the Pension Plan for annual earnings
exceeding $100,000 in any plan year. There is no offset under the Pension Plan
for Social Security or other benefits. The Pension Plan offers participants
distributions in the form of various monthly annuity payments. However, in lieu
of an annuity form of distribution, a participant who has attained age 65 may
elect to receive a cash lump sum distribution equal to the actuarial present
value of the participant's accrued benefit under the Pension Plan at age 65. In
certain situations, the lump sum distribution option is also available to a
participant who has terminated employment with Avnet and has not yet attained
age 65.
The following table sets forth estimated annual retirement benefits payable
under the Pension Plan for each of the executive officers of Avnet named in the
Summary Compensation Table, assuming that (i) each such executive officer
currently under age 65 retires at age 65, (ii) current pensionable remuneration
for each such executive officer remains unchanged until retirement, (iii)
benefits under the Pension Plan are not altered prior to retirement and (iv) all
actuarial costs and expenses of the Pension Plan are paid by the Pension Plan:
ESTIMATED
ANNUAL
RETIREMENT BENEFIT
------------------
Leon Machiz................................................. $ 4,070(1)
Roy Vallee.................................................. 77,340
Steven C. Church............................................ 46,000
Burton Katz................................................. 55,865
Richard Ward................................................ 48,866
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(1) This is Mr. Machiz's actual annual benefit accrual as of June 26, 1998. Mr.
Machiz previously received lump-sum payments aggregating $1,284,749
representing the present value of his accrued retirement benefits through
December 31, 1996, which
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payments were made pursuant to Section 401(a)(9)(C) of the Internal Revenue Code
of 1986, as amended.
Avnet pays the premiums in respect of an executive group life insurance
program which provides for: (1) payment of a death benefit to the designated
beneficiary of each participating officer in an amount equal to twice the yearly
earnings (including salary and cash incentive compensation) of such officer; (2)
payment to Avnet, upon the death of a participating officer, of the amount by
which the benefit payable by the insurer under the particular policy exceeds the
death benefit payable to such officer's beneficiary; (3) a right to receive from
Avnet a supplemental retirement benefit (if the officer has satisfied certain
age and service requirements) payable annually (or in a lump sum under certain
circumstances) to such officer or his or her beneficiary for ten years in an
amount not to exceed 36% of the officer's eligible compensation; and (4) payment
to Avnet upon the death of an officer who is receiving or has received
supplemental retirement benefits of the full amount payable by the insurer under
the particular policy. For purposes of clause (3) in the preceding sentence, the
eligible compensation of the executive officers named in the Summary
Compensation Table, other than Mr. Machiz, is as follows: Mr.
Vallee -- $1,312,000; Mr. Church -- $656,695; Mr. Katz -- $509,407; and Mr.
Ward -- $556,498. Mr. Machiz will be receiving a lump sum retirement benefit in
January 1999 under the terms of the program in the amount of $5,762,946.
As permitted by Section 726 of the Business Corporation Law of New York,
Avnet has in force directors' and officers' liability insurance and corporate
reimbursement insurance, written by Federal Insurance Company (a Chubb Company),
by Columbia Casualty Co. and by National Union Insurance Company, for the
three-year period which commenced on August 1, 1997 at a total cost of $820,000.
The policy insures Avnet against losses from claims against its directors and
officers when they are entitled to indemnification by Avnet, and insures Avnet's
directors and officers against certain losses from claims against them in their
official capacities. All duly elected directors and officers of Avnet are
covered under this insurance.
EMPLOYMENT CONTRACTS
Leon Machiz, who served as Chairman of the Board and Chief Executive
Officer of Avnet from December 1988, retired from Avnet on June 26, 1998. During
fiscal 1998, Mr. Machiz's compensation was governed by the terms of a Restated
Employment
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Agreement (the "Agreement") entered into between Mr. Machiz and Avnet in June
1996, and which expired with respect to his full time employment on June 26,
1998. Under the terms of the Agreement, Mr. Machiz received a base salary of
$1,000,000 and additional compensation equal to $5,000 for each one cent by
which Avnet's net earnings per share (before unusual and/or infrequent items)
for fiscal 1998 on a fully-diluted basis exceeded $2.00. Such additional
compensation as shown in the bonus column of the Summary Compensation Table was
$ 1,060,000 in fiscal 1998 based on Avnet's fiscal 1998 earnings of $4.12 per
share (on a fully diluted basis) as adjusted to exclude the effect on net
earnings of the amount accrued in fiscal 1998 for Mr. Machiz's incentive
compensation and any unusual and/or infrequent items. Pursuant to the Agreement,
Mr. Machiz will be retained as a consultant and advisor to Avnet, and be
compensated at the rate of $250,000 per annum, for a period of five years
through June 26, 2003. The Agreement also provides that Avnet will pay Mr.
Machiz for the balance of his lifetime (or to his estate in the event of his
death) an annual post-employment benefit of $100,000 (in the event of his death
a minimum of $1,000,000) plus certain medical and life insurance benefits. The
Agreement was amended in March 1998 (the "Amended Agreement") to further provide
that during the five year consulting and advisory period, Mr. Machiz will be
provided with a budget of up to $250,000 to provide for costs and expenses
related to his consultancy, including, but not limited to charitable
contributions which he may recommend to Avnet, and secretarial and other
personnel services. The Amended Agreement also provides that in certain events,
including a change in control of Avnet, as therein defined, Mr. Machiz may elect
to receive a lump sum payment equal to (i) the present value of any remaining
consulting payments and (ii) with respect to the annual post-employment
benefits, the greater of (x) the present value of $1,000,000 (the guaranteed
minimum amount) less the post-employment sums already paid to him (using an
annual discount rate of 7%), and (y) an amount equal to the cost to purchase a
lifetime annuity from an insurance company to cover such post-employment
benefits of $100,000 per year (with a guarantee of $1,000,000 less sums
previously paid).
In September 1997, Roy Vallee, currently Chairman of the Board and Chief
Executive Officer, and Avnet entered into an employment agreement ("Employment
Agreement"), the term of which became effective on June 27, 1998 and which
terminates on June 29, 2001. Pursuant to the Employment Agreement, Mr. Vallee
will receive an annual base salary of $750,000 and incentive compensation as
follows: (a) a first incentive bonus equal to: (i) $4,000 for each one cent by
which Avnet's net earnings per share (before unusual and/or
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infrequent items) on a fully diluted basis for that year exceed $3.00 and are
less than or equal to $4.00; (ii) $5,000 for each one cent by which Avnet's net
earnings per share (before unusual and/or infrequent items) on a fully diluted
basis for that year exceed $4.00 and are less than or equal to $5.00; and (iii)
$7,000 for each one cent by which Avnet's net earnings per share (before unusual
and/or infrequent items) on a fully diluted basis for that year exceed $5.00;
and (b) a second incentive bonus of $10,000 for each one-tenth of a percent by
which Avnet's return on capital exceeds 8%. The foregoing incentive compensation
was approved by Avnet's shareholders at the Annual Meeting of Shareholders held
on November 19, 1997. In addition, if Mr. Vallee becomes permanently and totally
disabled on or prior to June 29, 2001, he will be paid by Avnet through the
earlier of the date of cessation of such disability or his death an annual
disability benefit of $300,000. The Employment Agreement also provides that
Avnet has the option to retain Mr. Vallee as a consultant for up to twenty-four
consecutive months immediately following termination of Mr. Vallee's Employment
Agreement or his employment with Avnet, during which time he will be compensated
at an annual rate equal to the highest base salary and incentive bonus
compensation earned by him in any one fiscal year during the three year period
prior to the commencement of the consultancy. Mr. Vallee has the right to
terminate his full-time employment if a majority of the Board of Directors of
Avnet shall be elected by any single person or entity which owns or controls
voting rights to a majority of Avnet's then outstanding stock. Additionally, if
Avnet notifies Mr. Vallee that it does not intend to renew Mr. Vallee's
Employment Agreement, and if Avnet fails to engage Mr. Vallee for at least
twelve months as a consultant, then Mr. Vallee may elect to be engaged as a
consultant for such twelve month period at the rate of compensation described
above.
In May 1998, Keith Williams and Avnet EMG Ltd. ("EMG") entered into an
amendment ("Amendment") to his employment agreement. The employment agreement
provided that either Mr. Williams or EMG could terminate the employment
relationship on three years notice. Pursuant to the Amendment, Mr. Williams and
Avnet agreed to commence the three years notice of termination of the employment
agreement as of June 1, 1998. Effective June 1, 1998, Mr. Williams has been on a
paid personal leave of absence. The Amendment provides that upon conclusion of
Mr. Williams' personal leave of absence, if EMG does not offer Mr. Williams his
current position or EMG and Mr. Williams do not agree upon other suitable
employment duties, he will be entitled to receive a lump sum payment equivalent
to the balance of three years remuneration remaining upon his return
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from his leave of absence. Mr. Williams' current target compensation is L320,000
per annum.
Steven C. Church, Senior Vice President of Avnet and Co-President of
Avnet's Electronics Marketing Group, and Avnet entered into an employment
agreement effective June 28, 1997. The employment agreement is terminable by
either party upon one year's prior written notice to the other. The amount of
compensation to be paid to Mr. Church is not fixed and is to be agreed upon by
Mr. Church and Avnet from time to time. In the event Mr. Church's employment is
terminated with one year's notice and Mr. Church and Avnet shall have failed to
agree upon the compensation to be paid during all or any portion of the one year
notice period prior to termination, Mr. Church's compensation formula during the
notice period will remain the same as was most recently agreed upon.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
In accordance with the Company's By-Laws, the Executive Incentive and
Compensation Committee of the Board of Directors (the "Committee") is
responsible for reviewing and approving compensation of the Chief Executive
Officer, the four other most highly paid executive officers and other executives
whose total cash compensation (base salary and incentive compensation) is
greater than $500,000 per year. In addition, the Committee also sets the policy
for, administers and determines all allocations and awards under Avnet's long-
term compensation plans. All eligible Company employees, including executive
officers, may participate in Avnet's long-term compensation plans. All members
of the Committee are non-employee directors unaffiliated with management.
Executive compensation consists of three components -- base salary, annual
incentive compensation (bonus) and long-term incentive compensation.
The base salary of each of the Company's executive officers earning
$500,000 or less per year is set annually by such officer's immediate supervisor
with the approval of the Chief Executive Officer. The base salaries of the Chief
Executive Officer, the four other most highly compensated executive officers and
other executives earning greater than $500,000 are determined by the Committee.
Base salaries are influenced by a variety of objective and subjective factors.
Particular consideration is given to the range of compensation levels for
officers of other companies in the electronic distribution industry including,
but not limited
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23
to, the peer group used in the performance graph appearing on page 24, as well
as officers of other companies of similar size to Avnet in a broader range of
businesses. There is no precise formula used to set base salary levels, which
may fall above or below average compensation levels of comparable companies
depending upon the management and leadership abilities, level of responsibility,
experience and performance of a particular executive.
In addition to base salary, most executive officers receive annual
incentive compensation. For most executive officers, other than Messrs. Machiz
and Vallee (see pages 17 through 19 above), annual incentive compensation for
fiscal 1998 was based on the annual net before tax income ("NBTI") objectives of
the business units for which such executives are responsible. For each such
executive, an annual target incentive compensation amount for fiscal 1998 was
set in advance. A numerical factor ("multiplier") was determined by dividing the
executive's annual incentive target by the target NBTI of the applicable
business unit. The unit's actual NBTI was also then multiplied by the multiplier
to yield the executive's incentive compensation. Some executives' incentive
compensation was also based upon formulas which take into consideration factors
similar to Avnet's return on capital. Some executives' annual target incentive
compensation also includes, either as an additional component or as the sole
component, a fixed sum payable upon his or her achievement of one or more goals
stated as Management By Objectives, or MBOs, set annually for each such
executive.
Long-term incentive compensation awards are based on an executive's
performance in a particular fiscal period. The Committee awards long-term
incentive compensation pursuant to five shareholder-approved incentive
compensation plans: the Avnet Incentive Stock Program, the 1990 Stock Option
Plan and 1996 Incentive Stock Option Plan, which are both incentive stock option
plans, and the 1995 and 1997 Stock Option Plans, which are both non-qualified
stock option plans.
THE AVNET INCENTIVE STOCK PROGRAM
The current version of the Avnet Incentive Stock Program (the "Program")
was adopted in 1994. The Program provides for annual allocations of restricted
shares of the Company's Common Stock to employees of the Company, including
executive officers, selected by the Committee. The Committee makes allocations
under the Program, usually in September of each year, in recognition of
operating results achieved by the Company as a whole or by particular operating
groups or subdivisions in the immediate past fiscal year.
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24
Restricted shares allocated under the Program vest in four equal annual
installments, contingent upon continued employment (except in the case of death
or retirement of the employee) and subject to acceleration in certain instances
in the discretion of the Committee. The Program sets no limits on the number of
shares which may be allocated to any single employee, but it is the Committee's
policy that allocations to officers of Avnet as a group will not exceed fifty
(50%) percent of the total number of shares available for award under the
Program (there has been an aggregate of 350,000 shares available for award
during the term of the Program, which expires December 31, 1999). The Program
also provides that executives to whose applicable remuneration section 162(m) of
the Internal Revenue Code of 1986 as amended ("Section 162(m)") is likely to
apply (i) must achieve performance goals fixed in advance by the Committee in
order to qualify for an award under the Program and (ii) may not be awarded more
than 10,000 shares with respect to any fiscal year.
STOCK OPTION PLANS
The Committee periodically grants options under Avnet's stock option plans
to officers and other employees in consideration of their contribution to the
long-term success of the Company. Unlike the Incentive Stock Program, the
Committee does not grant options on a regular schedule based on operating
results of the Company, but makes awards from time to time in its discretion
based on its evaluation of accomplishments achieved by an executive or other
employee. The Committee may grant options under the Company's incentive stock
option plans, which mandate that grants be made at or above the fair market
value of the Company's stock at the date of grant, or under the Company's
non-qualified stock option plans, which permit the Committee to grant options
having exercise prices discounted by as much as 15% from the fair market value
of the Company's Common Stock as of the grant dates. The number of shares
subject to options held by an executive may be taken into account when the
Committee makes an award to such executive. Except with respect to an executive
officer hired during fiscal 1998, it was the Committee's policy in fiscal 1998
not to grant to executive officers options having exercise prices at less than
fair market value of the Common Stock as of the date of grant.
CHIEF EXECUTIVE OFFICER'S COMPENSATION
During fiscal 1998, Leon Machiz served as the Company's Chairman of the
Board and Chief Executive Officer. Mr. Machiz retired as Chairman of the Board
and Chief Executive
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Officer effective as of the end of fiscal 1998. During fiscal 1998, the
compensation paid to Mr. Machiz was determined by a Restated Employment
Agreement dated June 29, 1996 (the "Agreement"). The terms of the Agreement are
described in detail on pages 17 to 18. Under the terms of the Agreement, Mr.
Machiz received in fiscal 1998 an annual base salary of $1,000,000 and incentive
compensation of $1,060,000 based upon the Company's achievement of annual net
earnings per share in excess of two dollars (as adjusted to exclude the effect
on net earnings of the amount accrued in fiscal 1998 for Mr. Machiz's incentive
compensation and before unusual and/or infrequent items). The terms for the
award of this incentive compensation were approved by the shareholders at the
1995 Annual Meeting of Shareholders. During fiscal 1998, the Company and Mr.
Machiz entered into an Amendment to the Restated Employment Agreement, which
modified certain provisions relating to post-employment consulting services and
is described in greater detail on page 18.
Additionally, in fiscal 1998 Mr. Machiz was allocated 3,808 shares of
restricted stock under the Program. In determining the number of shares of
restricted stock to be awarded to Mr. Machiz, the Committee considered a variety
of factors, including the continued growth and expansion of the Company's
business on a world-wide basis and the successful divestiture of non-core
businesses of the Company. As a result of Mr. Machiz's retirement and pursuant
to the provisions of the Program, all previously allocated, but undelivered,
restricted shares (including the 3,808 shares allocated to him in fiscal 1998)
will be delivered to Mr. Machiz in January 1999. Mr. Machiz was granted no stock
options in fiscal 1998 or subsequently.
DEDUCTIBILITY OF EXECUTIVE COMPENSATION
As a matter of policy, the Company has determined not to enter into any
compensation arrangement with any of its executive officers which fails at such
time to qualify for full deductibility under Section 162(m), and the
compensation paid to its executive officers in fiscal 1998 which was subject to
Section 162(m) qualified for deductibility thereunder.
Joseph F. Caligiuri, Chairman Frederic Salerno
Gerald Berkman Frederick Wood
Salvatore J. Nuzzo
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26
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
The following graph compares the annual change in the cumulative total
return on Avnet's Common Stock during its last five fiscal years with the annual
change in the cumulative total return of the Standard & Poor's Composite-500
Stock Index and a group consisting of Avnet's peer companies in the electronic
distribution industry. The companies comprising the peer group are Arrow
Electronics, Inc., Bell Industries, Inc., and Marshall Electronics, Inc. Wyle
Laboratories, formerly included in the peer group and which was acquired by Raab
Karcher during Avnet's 1998 fiscal year, is no longer a publicly reporting
company and therefore was eliminated from the peer group. The graph assumes $100
was invested on June 30, 1993 in Avnet, the S&P 500 and the peer group, and that
all dividends were reinvested. The returns of each company in the peer group
were weighted according to their respective stock market capitalization at the
beginning of the period of each reported data point.
[AVNET COMPARISON CHART]
'Avnet, Inc.' Peer Group S & P 500
6/30/93 100 100 100
7/01/94 95 105 101
6/30/95 146 146 128
6/28/96 129 126 161
6/27/97 186 156 217
6/26/98 171 125 282
* $100 Invested on 6/30/93 in stock or index -- including reinvestment of
dividends.
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27
RELATED PARTY TRANSACTIONS
The Dreyfus Trust Company acted as trustee of the Avnet 401(k) Plan (the
"401(k) Plan"), during the period from January 1, 1994 through April 30, 1998.
During such period of time, the 401(k) Plan's funds were invested in six Dreyfus
mutual funds and an Avnet Company Stock Fund. Effective as of May 1, 1998, the
trustee and investments under the 401(k) Plan were changed and now include only
one Dreyfus mutual fund in which $480,575 was invested as of August 31, 1998.
Ehud Houminer, a director of Avnet, is director of various Dreyfus mutual funds
including the Dreyfus New Leaders Fund, Inc., which was one of the Dreyfus funds
which was available to participants in the 401(k) Plan. The 401(k) Plan's
investment in the Dreyfus funds was and is on terms and at a rate of return no
less favorable than those made available to other participants in the funds and
was not afforded preferential terms or rates on the investments managed by the
Dreyfus Trust Company.
The Nominating Committee retained the firm of Heidrick & Struggles during
fiscal 1998 to assist with the search for potential candidates for nomination to
Avnet's Board of Directors. The fee to be paid to Heidrick & Struggles, in
addition to certain expenses, is $60,000 for each candidate it identifies to
Avnet who is ultimately selected for Board membership. J. Veronica Biggins, a
member of the Nominating Committee, is a partner in the firm of Heidrick &
Struggles. Ms. Biggins abstained from the Nominating Committee's vote to retain
Heidrick & Struggles.
* * * * * * * * * *
PROPOSAL TO APPROVE AN INCREASE OF SHARES RESERVED FOR SALE UNDER THE AVNET
EMPLOYEE STOCK PURCHASE PLAN
One of the purposes of the Annual Meeting is to consider and take action
with respect to increasing the number of shares of Common Stock reserved for
sale under the Avnet Employee Stock Purchase Plan (the "Stock Purchase Plan" or
the "Plan") from 500,000 to 1,000,000. The Stock Purchase Plan became effective
on October 1, 1995, subject to shareholder approval which was obtained on
November 15, 1995. The Board of Directors is requesting shareholder approval for
the share increase, as required by Section 423 of the Internal Revenue Code of
1986, as amended ("Section 423"). The Board of Directors believes that the Stock
Purchase Plan has advanced, and will continue to advance, the
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interests of Avnet and its shareholders by providing employees of Avnet and its
designated subsidiaries with an opportunity to acquire an ownership interest in
Avnet through the purchase of shares of its Common Stock on favorable terms
through payroll deductions, thereby assisting in attracting high caliber
personnel to Avnet and in retaining and motivating its employees.
Subject to the limitations imposed by Section 423, any employee of Avnet
and certain of its subsidiaries, as designated by the Committee administering
the Plan, who has attained the eligibility requirements of the Plan, is eligible
to participate in the Plan after three months of continuous employment. It is
estimated that there are currently about 8,400 employees who are or will be
eligible to participate in the Stock Purchase Plan.
The material features of the Stock Purchase Plan are as follows:
1. A total of 500,000 shares of Common Stock were initially reserved
for sale under the Plan, subject to adjustment as provided in the Plan. As
of August 31, 1998 384,443 shares had been sold under the Plan. Approval of
this proposal would increase the total number of Common Stock reserved for
sale under the Plan to 1,000,000 shares. Shares sold under the Plan may be
authorized but unissued shares of Common Stock, shares held in treasury, or
shares of Common Stock purchased by Avnet.
2. Options to purchase shares of Common Stock are offered to each
eligible employee who elects to participate in the Stock Purchase Plan (a
"Participant") in a continuous monthly series of offerings (each, an
"Offering"), each beginning on the first business day of a month (the
"Offering Date") and terminating on the last business day of that month
(the "Termination Date"). On each Offering Date, each Participant is
granted an option (an "Option") to purchase as many shares of Common Stock,
including fractional shares (up to a maximum of 500 shares), as can be
purchased with the payroll deductions credited to the Participant's account
during the Offering.
3. An eligible employee may become a Participant by completing a
participation form authorizing payroll deductions and filing it with Avnet
at least 15 days before the Offering Date of the first Offering in which
such eligible employee wishes to participate. All payroll deductions
authorized by a Participant are credited to a record keeping account
established under the Plan for the Participant. Payroll deductions for a
Participant will begin with the first pay date following the applicable
Offering Date and
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will continue until the Plan is terminated or the Participant terminates
participation as described below.
4. No participant is permitted to purchase shares of Common Stock
under the Stock Purchase Plan or any other Section 423 employee stock
purchase plans which Avnet or any of its subsidiaries may adopt in the
future, to the extent that such shares have an aggregate "Fair Market
Value" (determined for each share on its Offering Date) in excess of
$25,000 in any calendar year. The Fair Market Value of the Common Stock on
any date is the closing price of Common Stock for New York Stock Exchange
composite transactions on such date. Additionally, each Participant's
payroll deduction may not exceed the lesser of a percentage of his or her
annual compensation as set by the Committee from time to time (currently
15%) or $21,250 per calendar year.
5. The purchase price of the shares under each Option is the lesser
of (i) 85% of the Fair Market Value of a share of Common Stock on the
Offering Date or (ii) 85% of the Fair Market Value of a share of Common
Stock on the Termination Date.
6. A Participant may terminate participation in the Plan and withdraw
all of the payroll deductions then credited to his or her account under the
Plan at any time prior to the end of the Termination Date of any Offering.
Upon termination or notice of termination of a Participant's employment for
any reason, any payroll deductions authorized by the Participant will cease
immediately and any payroll deductions that were previously accumulated in
the Participant's account will be applied toward the exercise of the Option
then outstanding unless the Participant terminates participation in the
Plan as provided above.
7. Neither payroll deductions credited to a Participant's account nor
any rights in relation to the exercise of an Option or the receipt of
shares of Common Stock under the Plan may be assigned, transferred, pledged
or otherwise disposed of except that, in the event of the death of a
Participant while cash or Common Stock is held for his or her account under
the Plan, such shares of Common Stock and/or cash will be delivered to the
Participant's executor or administrator, or if no such executor or
administrator has been appointed, Avnet, in its discretion, may deliver
such shares and/or cash to the spouse or to any one or more dependents or
relatives of the
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Participant, or if no spouse, dependent or relative is known to Avnet, then
to such other person as Avnet may designate.
8. The Stock Purchase Plan is currently administered by the Employee
Stock Purchase Plan Committee (the "Committee"). Members of the Committee
are appointed from time to time by the Board of Directors, serve at the
pleasure of the Board, and may resign at any time upon written notice to
the Board. The Committee has full power to administer the Plan, including
the power to (i) adopt and apply such rules and regulations as the
Committee deems necessary or proper for the administration of the Plan,
(ii) limit the amount of payroll deductions, and (iii) interpret the Plan
and decide all questions concerning the Plan. The Committee may at any time
amend the Plan to the extent it deems necessary or appropriate in light of,
and consistent with, Section 423; provided that any amendment that either
changes the composition, function or duties of the Committee or modifies
the terms and conditions pursuant to which Options are granted under the
Stock Purchase Plan must be approved by the Board.
9. The Board of Directors may amend any and all provisions of the
Stock Purchase Plan except that no amendment adopted by either the
Committee or the Board shall be effective, without approval of the
shareholders of the Company, if such approval is then required by Rule
16b-3 under the Securities Exchange Act of 1934 or by Section 423. The
Board may terminate the Plan or the granting of Options under the Plan at
any time except that the Board cannot modify, cancel or amend any
outstanding Option granted before such termination unless the affected
Participant consents in writing.
FEDERAL INCOME TAX CONSEQUENCES OF THE STOCK PURCHASE PLAN
The Stock Purchase Plan is intended to qualify as an "employee stock
purchase plan" under Section 423. If the Plan so qualifies, the amount withheld
from a Participant's compensation under the Plan will constitute ordinary income
for federal income tax purposes in the year in which such amounts would
otherwise have been paid to the Participant. However, a Participant will
generally not recognize any income for federal income tax purposes either on the
grant of an Option or upon the issuance of any shares of Common Stock under the
Stock Purchase Plan.
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31
The federal income tax consequences of a disposition of shares of Common
Stock acquired under the Plan depend upon how long a Participant holds the
shares. If a Participant disposes of shares acquired under the Stock Purchase
Plan (other than a transfer by reason of death) within a period of two years
from the Offering Date of the Offering in which the shares were acquired, an
amount (not less than zero) equal to the fair market value of each share on the
Termination Date minus the Option Price will be treated as ordinary income for
federal income tax purposes in the taxable year in which the disposition takes
place. The amount realized upon such disposition of a share minus the Option
Price (adjusted to reflect any ordinary income incurred as described in the
preceding sentence) will constitute long-term capital gain or loss if the
disposition occurs more than one year after the Termination Date and short-term
capital gain or loss if the disposition occurs one year or less after the
Termination Date.
If a Participant disposes of any shares acquired under the Stock Purchase
Plan more than two years after the Offering Date of the Offering in which such
shares were acquired (or if no disposition has occurred by the time of the
Participant's death), an amount (not less than zero) equal to the lesser of (a)
the fair market value of the shares at the time of disposition (or death) minus
the Option Price, or (b) the fair market value of the shares on the Offering
Date of the Offering in which the shares were acquired minus the Option Price
will be recognized as ordinary income. The amount realized upon such disposition
of a share minus the Option Price (adjusted to reflect any ordinary income
incurred as described in the preceding sentence) will constitute long-term
capital gain or loss. With respect to a transfer of such shares upon death, any
remaining gain or loss will not be recognized. However, a subsequent sale or
exchange of such shares by a Participant's estate or the person receiving such
shares by reason of the Participant's death may result in capital gain or loss.
No income tax deduction ordinarily is allowed to Avnet with respect to the
grant of any Option, the issuance of any shares of Common Stock under the Stock
Purchase Plan or the disposition of any shares acquired under the Stock Purchase
Plan and held for two years. However, if a Participant disposes of shares
purchased under the Stock Purchase Plan within two years after the Offering Date
of the Offering in which the shares were acquired, Avnet may receive an income
tax deduction in the year of such disposition in an amount equal to the amount
constituting ordinary income to the Participant.
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VOTE REQUIRED FOR APPROVAL
Under the New York Business Corporation Law (the "BCL"), the affirmative
vote of a majority of the votes duly cast at the Annual Meeting on this proposal
is required for the adoption of the proposed amendment to the Stock Purchase
Plan. In addition, under the rules of the New York Stock Exchange (the "NYSE"),
the total vote cast on this proposal must represent over 50% in interest of all
shares entitled to vote. Thus, a shareholder who does not vote will not affect
the outcome of the vote so long as at least 50% of the outstanding shares of
Common Stock are voted on this proposal. An abstention will not constitute a
"vote cast" for purposes of the BCL majority vote requirement but will count as
a negative "vote cast" for purposes of the NYSE 50% vote requirement. Brokers
who hold shares of Common Stock as nominees will have discretionary authority to
vote such shares if they have not received voting instructions from the
beneficial owners by the tenth day before the Annual Meeting, provided that this
proxy statement is transmitted to the beneficial owners at least 15 days before
the Annual Meeting.
* * * * * * * * * *
Copies of the Stock Purchase Plan, as amended, are not being submitted with
this Proxy Statement but will be furnished to any shareholder upon written
request made to the Corporate Secretary of Avnet at the address shown on the
first page of this Proxy Statement, or by telephoning the Corporate Secretary at
(602) 643-2000.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE AMENDMENT
TO THE AVNET EMPLOYEE STOCK PURCHASE PLAN.
INFORMATION AS TO ACCOUNTING AND AUDITING
One of the purposes of the Annual Meeting is to consider and take action
with respect to ratification of the appointment by Avnet's Board of Directors of
Arthur Andersen LLP as independent public accountants to audit the books of
Avnet for the fiscal year ending July 2, 1999. Arthur Andersen LLP has been
regularly employed by Avnet since January 2, 1991 to examine its books and
accounts and for other purposes. The affirmative vote of the holders of a
majority of the votes cast at the Annual Meeting by the holders of shares of
Common Stock is required to ratify the appointment of Arthur Andersen LLP as
Avnet's independent public accountants.
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Representatives of Arthur Andersen LLP are expected to be present at the
Annual Meeting and will have an opportunity to make such statements as they may
desire. Such representatives are expected to be available to respond to
appropriate questions from shareholders.
GENERAL
Avnet's Annual Report to its Shareholders for the fiscal year ended June
26, 1998, including financial statements, was mailed commencing on September 30,
1998 to shareholders of record on September 18, 1998 and subsequently to persons
who became shareholders of record up to and including the October 5, 1998 record
date for the Annual Meeting.
As of the date of this proxy statement, the Board of Directors does not
know of any matter which will come before the Annual Meeting other than those
described herein. In the event that any other matter properly comes before the
Annual Meeting, the persons named in the enclosed form of proxy intend to vote
all proxies in accordance with their judgment on such matters.
All shares represented by a valid proxy received by Avnet prior to the
Annual Meeting will be voted in accordance with the directions of the
shareholder marked thereon. If no directions are marked on a validly signed and
returned proxy, such proxy will be voted for the election as directors of the
nine persons named above, in favor of ratification of the appointment of Arthur
Andersen LLP as independent public accountants of Avnet for the current fiscal
year, and in favor of the amendment to Avnet's Employee Stock Purchase Plan
increasing the number of shares of Common Stock reserved for sale under the Plan
to 1,000,000 shares.
The cost of soliciting proxies relating to the Annual Meeting will be borne
by Avnet. Directors, officers and regular employees of Avnet may solicit proxies
by telephone or personal interview without being specially compensated therefor.
Georgeson & Company, Inc. has been engaged by Avnet to solicit proxies relating
to the Annual Meeting, by telephone and mail, from holders of shares of Avnet's
Common Stock and to perform certain other procedures relating to the
solicitation of proxies. The cost of the services to be performed by Georgeson &
Company, Inc. is approximately $7,500 plus out-of-pocket
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34
expenses estimated at approximately $5,000. In addition, Avnet will, upon
request, reimburse brokers, dealers, banks and other nominee shareholders for
their reasonable expenses for mailing copies of this proxy statement, the form
of proxy and the Notice of the Annual Meeting, to the beneficial owners of such
shares.
1999 ANNUAL MEETING
Each year, Avnet's Board of Directors confirms the date, in November or
December, selected for the next Annual Meeting of Shareholders pursuant to
Section 4 of Avnet's By-Laws. While it is too early to have selected the date
for the 1999 Annual Meeting, any shareholder who decides to present a proposal
for action at the 1999 Annual Meeting should take note that his or her proposal
must be received by Avnet on or before 5:00 PM on June 11, 1999, in order to be
considered for inclusion in Avnet's Proxy Statement and form of Proxy relating
to the 1999 Annual Meeting. In addition, if at the 1999 Annual Meeting, a
shareholder makes a proposal which is not included in the Company's proxy
statement, the form of proxy issued with the Company's proxy statement may
confer discretionary authority to vote for or against such shareholder proposal,
unless the shareholder proponent shall have given the Secretary of the Company
notice of such proposal prior to August 25, 1999, and certain other conditions
provided for in the rules of the Securities and Exchange Commission are
satisfied.
AVNET WILL PROVIDE A COPY OF ITS ANNUAL REPORT ON FORM 10-K FOR THE YEAR
ENDED JUNE 26, 1998, TO EACH SHAREHOLDER WITHOUT CHARGE (OTHER THAN A
REASONABLE CHARGE FOR ANY EXHIBIT REQUESTED) UPON WRITTEN REQUEST TO: AVNET,
INC., 2211 SOUTH 47TH STREET, PHOENIX, ARIZONA 85034 ATTENTION: RAYMOND
SADOWSKI, CHIEF FINANCIAL OFFICER.
AVNET, INC.
DAVID R. BIRK
Secretary
Dated: October 9, 1998
PLEASE SIGN, DATE AND MAIL YOUR PROXY NOW.
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AVNET, INC. -- PROXY FOR 1998 ANNUAL MEETING
SOLICITED BY THE BOARD OF DIRECTORS
The undersigned shareholder of AVNET, INC. (the "Company") hereby
constitutes and appoints Roy Vallee and Raymond Sadowski, or either of them, as
proxy of the undersigned, with full power of substitution and revocation, to
vote all shares of Common Stock of the Company standing in his or her name on
the books of the Company at the Annual Meeting of Shareholders to be held at The
Omni Berkshire Place, 21 East 52nd Street, New York, NY, on November 23, 1998,
at 9:30 A.M., E.S.T. or at any adjournment thereof, with all the powers which
the undersigned would possess if personally present, as designated on the
reverse side.
The undersigned hereby instructs the said proxies (i) to vote in accordance
with the instructions indicated on the reverse side with respect to the election
of directors, a proposed amendment to the Avnet Employee Stock Purchase Plan,
and ratification of the appointment of independent public accountants, BUT, IF
NO INSTRUCTION IS GIVEN ON THE REVERSE SIDE, TO VOTE FOR THE ELECTION OF NINE
DIRECTORS, FOR THE AMENDMENT OF THE AVNET EMPLOYEE STOCK PURCHASE PLAN, AND FOR
RATIFICATION OF SUCH APPOINTMENT, and (ii) to vote in their discretion with
respect to such other matters (including matters incident to the conduct of the
meeting) as may properly come before the meeting.
The undersigned hereby acknowledges receipt of the Notice of Meeting and
Proxy Statement dated October 9, 1998 relating to the Annual Meeting of
Shareholders to be held November 23, 1998.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
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/ /
(a)ELECTION of 9 DIRECTORS to serve for the ensuing year: E. Baum, J.V. Biggins,
J.F. Caligiuri, L.W. Clarkson, E. Houminer, S.J. Nuzzo, F. Salerno, R. Vallee
and F.S. Wood
FOR ALL NOMINEES WITHHOLD AUTHORITY
LISTED ABOVE TO VOTE FOR
(EXCEPT AS NOTED ALL NOMINEES
TO THE CONTRARY) /X/ LISTED ABOVE /X/
INSTRUCTIONS: TO WITHHOLD AUTHORITY FOR ANY INDIVIDUAL NOMINEE, WRITE THAT
NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.
__________________________________________________________________________
(b) AUTHORIZATION OF AN AMENDMENT TO THE AVNET EMPLOYEE STOCK PURCHASE PLAN.
FOR /X/ AGAINST /X/ ABSTAIN /X/
(c) RATIFICATION OF APPOINTMENT OF ARTHUR ANDERSEN LLP AS INDEPENDENT
PUBLIC ACCOUNTANTS.
FOR /X/ AGAINST /X/ ABSTAIN /X/
(d) Transactions of such other business as may properly come before the
Meeting or any adjournment(s) thereof.
SIGNATURE SHOULD CORRESPOND WITH THE STENCILED NAME APPEARING
HEREON. WHEN SIGNING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY, GIVE FULL
TITLE AS SUCH. WHEN MORE THAN ONE OWNER, EACH SHOULD SIGN.
Dated:____________________________________________________, 1998
__________________________________________________________(L.S.)
__________________________________________________________(L.S.)
VOTES MUST BE INDICATED BY
(X) IN BLACK OR BLUE INK. /X/
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
37
AVNET EMPLOYEE STOCK PURCHASE PLAN
38
AVNET EMPLOYEE STOCK PURCHASE PLAN
TABLE OF CONTENTS
SECTION PAGE
- ------- ----
1. Purpose..................................................... 1
2. Definitions................................................. 1
3. Plan Administration......................................... 2
(a) Committee Members....................................... 2
(b) Powers and Duties of the Committee...................... 2
(c) Committee Action........................................ 2
(d) Exoneration of Committee Members........................ 3
4. Eligibility to Participate in Offerings..................... 3
5. Offerings................................................... 3
6. Participation in Offerings.................................. 3
7. Payroll Deductions.......................................... 4
8. Grant of Option............................................. 4
9. Exercise of Option.......................................... 4
10. Delivery.................................................... 5
11. Withdrawal; Termination of Employment....................... 5
12. Interest.................................................... 5
13. Stock Subject to the Plan................................... 5
14. Disposition Upon Death...................................... 6
15. Transferability............................................. 6
16. Share Transfer Restrictions................................. 6
17. Amendment or Termination.................................... 6
18. Notices..................................................... 7
19. Effective Date of Plan...................................... 7
20. Miscellaneous............................................... 7
(a) Headings and Gender..................................... 7
(b) Governing Law........................................... 7
(c) Plan Not A Contract of Employment....................... 7
39
AVNET EMPLOYEE STOCK PURCHASE PLAN
1. Purpose. The purpose of this Avnet Employee Stock Purchase Plan (the "Plan")
is to advance the interests of Avnet, Inc, a New York corporation ("the
Company"), and its shareholders by providing Eligible Employees (as defined in
section 2(g) below) of the Company and its Designated Subsidiaries (as defined
in section 2(f) below) with an opportunity to acquire an ownership interest in
the Company by purchasing Common Stock of the Company on favorable terms through
payroll deductions. It is the intention of the Company that the Plan, as applied
to Employees resident in the United States of America, qualify as an "employee
stock purchase plan" under section 423 of the Internal Revenue Code of 1986, as
amended (the "Code"). Accordingly, provisions of the Plan shall be construed so
as to extend and limit participation in a manner consistent with the
requirements of section 423 of the Code. As applied to an Employee resident in a
country other than the United States of America, the Plan shall not be subject
to section 423 of the Code and the terms of the Plan may be subject to an
appendix to the Plan corresponding to the Employee's resident country.
2. Definitions.
(a) "Board" means the Board of Directors of the Company.
(b) "Business Day" means a day when the New York Stock Exchange is open.
(c) "Common Stock" means the common stock, par value $1.00 per share, of
the Company, or the number and kind of shares of stock or other
securities into which such common stock may be changed in accordance
with section 13 of the Plan.
(d) "Committee" means the entity administering the Plan, as provided in
section 3 below.
(e) "Compensation" means the total cash compensation, including salary,
wages, overtime pay, and bonuses, paid to an Eligible Employee by
reason of his employment with the Employer (determined prior to any
reduction thereof by operation of a salary reduction election under a
plan described in section 401(k) of the Code or section 125 of the
Code), as reported on IRS Form W-2, but excluding any amounts not
paid in cash which are required to be accounted for as imputed income
on IRS Form W-2, any reimbursements of expenses and amounts under
stock incentives or stock options.
(f) "Designated Subsidiary" means a Subsidiary that has been designated
by the Committee from time to time, in its sole discretion, as
eligible to participate in the Plan.
(g) "Eligible Employee" means, with respect to any Offering, an
individual who is an Employee at all times during the period
beginning three (3) months before the Offering Date and ending on the
Offering Date.
(h) "Employee" means any person, including an Insider, who has attained
age 18 and is employed by the Company or one of its Designated
Subsidiaries, exclusive of any such person whose customary employment
with the Company or a Designated Subsidiary is for less than 20 hours
per week.
(i) "Exchange Act" means the Securities Exchange Act of 1934, as amended.
(j) "Fair Market Value" generally means, with respect to any share of
Common Stock, as of any date under the Plan, the closing price of the
Common Stock on the New York Stock Exchange on a particular date.
(k) "Insider" means any Participant who is subject to section 16 of the
Exchange Act.
(l) "Offering" means any of the offerings to Participants of options to
purchase Common Stock under the Plan, each continuing for one month,
as described in section 5 below.
(m) "Offering Date" means the first day of the period of an Offering
under the Plan, as described in section 5 below.
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(n) "Option Price" means the lesser of: (i) 85% of the Fair Market Value
of one share of Common Stock on the Offering Date, or (ii) 85% of the
Fair Market Value of one share of Common Stock on the Termination
Date the definition of which, for purposes of this subsection 2(n)
only, shall be subject to Treas. Reg. sec.1.421-7(f).
(o) "Participant" means an Eligible Employee who elects to participate in
Offerings under the Plan pursuant to section 6 below.
(p) "Securities Act" means the Securities Act of 1933, as amended.
(q) "Subsidiary" means any corporation, other than the Company, in an
unbroken chain of corporations, beginning with the Company, if, at
the time an option is granted under the Plan, each of the
corporations, other than the last corporation in the unbroken chain,
owns stock possessing 50 percent or more of the total combined voting
power of all classes of stock in one of the other corporations in
such chain.
(r) "Termination Date" means the last day of the period of an Offering
under the Plan, as described in section 5 below.
3. Plan Administration.
(a) Committee Members. The administration of the Plan shall be under the
supervision of the committee for the Plan (the "Committee") appointed
by the Board from time to time. Members of the Committee shall serve
at the pleasure of the Board and may be removed by the Board at any
time without prior written notice. A Committee member may resign by
giving written notice to the Board.
(b) Powers and Duties of the Committee. The Committee will have full
power to administer the Plan in all of its details, subject to the
requirements of applicable law. For this purpose, the Committee's
powers will include, but will not be limited to, the following
authority, in addition to all other powers provided by this Plan:
(i) To adopt and apply, in a uniform and nondiscriminatory manner to
all persons similarly situated, such rules and regulations as it
deems necessary or proper for the efficient and proper
administration of the Plan, including the establishment of any
claims procedures that may include a requirement that all
disputes that cannot be resolved between a Participant and the
Committee will be subject to binding arbitration;
(ii) To interpret the Plan and decide all questions concerning the
Plan, such as the eligibility of any person to participate in
the Plan, and the respective benefits and rights of Participants
and others entitled thereto and the exclusive power to remedy
ambiguities, inconsistencies or omissions in the terms of the
Plan;
(iii) To appoint such agents, counsel, accountants, consultants and
other persons as may be required to assist in administering the
Plan;
(iv) To allocate and delegate its responsibilities under the Plan and
to designate other persons to carry out any of its
responsibilities under the Plan;
(v) To prescribe such forms as may be necessary or appropriate for
Employees to make elections under the Plan or to otherwise
administer the Plan; and
(vi) To do such other acts as it deems necessary or appropriate to
administer the Plan in accordance with its terms, or as may be
provided for or required by law.
(c) Committee Action. The certificate of a Committee member designated
by the Committee that the Committee has taken or authorized any
action shall be conclusive in favor of any person relying on, or
subject to, the certificate. Any interpretation of the Plan, and any
decision on any matter within the discretion of the Committee, made
by the Committee in good faith shall be final and binding on all
persons. A majority of the members of the Committee shall constitute
a quorum. The
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Committee shall act by majority approval of the members and shall
keep minutes of its meetings. Action of the Committee may be taken
without a meeting if unanimous written consent is given. Copies of
minutes of the Committee's meetings and of its actions by written
consent shall be kept with the corporate records of the Company.
(d) Exoneration of Committee Members. No member of the Committee shall
be liable for any action or determination made in good faith with
respect to the Plan or any option granted under it. The Company
hereby agrees to indemnify, defend and hold harmless, to the fullest
extent permitted by law, any Committee member against any and all
liabilities, damages, costs and expenses (including attorneys' fees
and amounts paid in settlement of any claims approved by the Company)
occasioned by any act or omission to act in connection with the Plan,
if such act or omission was not due to the gross negligence or
willful misconduct of the Committee member.
4. Eligibility to Participate in Offerings.
(a) An Eligible Employee is entitled to participate in Offerings in
accordance with sections 5 and 6, beginning with the Offering Date
after an Employee first becomes an Eligible Employee, subject to the
limitations imposed by section 423 of the Code.
(b) Notwithstanding any provisions of the Plan to the contrary: (i) no
Employee shall be granted an option under the Plan if immediately
after the grant, such Employee (or any other person whose stock
ownership would be attributed to such Employee pursuant to section
424(d) of the Code) would own shares of Common Stock and/or hold
outstanding options to purchase shares of Common Stock possessing 5%
or more of the total combined voting power or value of all classes of
shares of the Company or of any Subsidiary; and (ii) an Eligible
Employee who is an Insider may not participate in Offerings under the
Plan until the Plan has been approved by the Company's Shareholders
in accordance with Rule 16b-3 of the Exchange Act.
5. Offerings. Options to purchase shares of Common Stock shall be offered to
Participants under the Plan through a continuous series of Offerings, each
beginning on the first Business Day of the month (the "Offering Date"), and each
Offering shall terminate on the last Business Day of the month corresponding to
the Offering Date (the "Termination Date") . The first Offering under the Plan,
however, shall have an Offering Date of October 2, 1995 and a Termination Date
of October 31, 1995. Offerings under the Plan shall continue until either (a)
the Committee decides, in its sole discretion, that no further Offerings shall
be made because the Common Stock remaining available under the Plan is
insufficient to make an Offering to all Eligible Employees, or (b) the Plan is
terminated in accordance with section 17 below. Notwithstanding the foregoing,
Offerings will be limited under the Plan so that no Eligible Employee will be
permitted to purchase shares of Common Stock under all "employee stock purchase
plans" (within the meaning of section 423 of the Code) of the Company and its
Subsidiaries in excess of $25,000 of the Fair Market Value of such shares of
Common Stock (determined at the time of an Offering Date) for each calendar year
in which an Offering is outstanding at any time.
6. Participation in Offerings.
(a) An Eligible Employee may participate in Offerings under the Plan by
completing a subscription agreement authorizing payroll deductions on
the form provided by the Company (the "Participation Form") and
filing the Participation Form with the Company (pursuant to such
standards or procedures as are established by the Committee) at least
15 days before the Offering Date of the first Offering in which such
Employee wishes to participate.
(b) Except as provided in section 7(a) below, payroll deductions for a
Participant shall begin with the first payroll following the
applicable Offering Date, and shall continue until the Plan is
terminated, subject to earlier termination by the Participant as
provided in section 11 below or increases or decreases by the
Participant in the amount of payroll deductions as provided in
section 7(c) below.
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7. Payroll Deductions.
(a) By completing and filing a Participation Form, an Eligible Employee
shall elect to have payroll deductions withheld from his total
Compensation on each paydate (including paydates covering regular
payroll, commissions and bonuses) during the time he is a Participant
in the Plan in such amount as he shall designate on the Participation
Form; provided, however, that: (i) payroll deductions must be in such
percentages or whole dollar amounts, as determined by rules
established by the Committee which may change from time to time to
provide for the efficient administration of the Plan; (ii) the
Committee may establish rules limiting the amount of an Eligible
Employee's Payroll Deductions, except that any percentage or dollar
limitation must apply uniformly to all Eligible Employees; (iii) and
each Participant's payroll deductions must be equal to at least the
minimum percentage or dollar amount established by the Committee from
time to time, but no more than $21,250 (U.S.) per calendar year.
(b) All payroll deductions authorized by a Participant shall be credited
to an account established under the Plan for the Participant. The
funds represented by such account shall be held as part of the
Company's general assets, usable for any corporate purpose, and the
Company shall not be obligated to segregate such funds. A Participant
may not make any separate cash payment or contribution to such
account.
(c) No increases or decreases of the amount of payroll deductions for a
Participant may be made during an Offering. A Participant may
increase or decrease the amount of his payroll deductions under the
Plan for subsequent Offerings by completing an amended Participation
Form and filing it with the Company (pursuant to such standards and
procedures established by the Committee) not less than 15 days prior
to the Offering Date as of which such increase or decrease is to be
effective.
(d) A Participant may discontinue his participation in the Plan at any
time as provided in section 11 below.
8. Grant of Option. On each Offering Date, each Participant shall be granted
(by operation of the Plan) an option to purchase (at the Option Price) as many
shares of Common Stock as he will be able to purchase with the payroll
deductions credited to his account during his participation in the Offering
beginning on such Offering Date. Notwithstanding the foregoing, the maximum
number of shares of Common Stock that an Employee may purchase under an Offering
may not exceed 500 (as may be adjusted from time to time under section 13(b)).
9. Exercise of Option.
(a) Unless a Participant gives written notice to the Company as provided
in subsection 9(c) below or withdraws from the Plan pursuant to
section 11 below, his option for the purchase of shares of Common
Stock granted under an Offering will be exercised automatically at
the Termination Date of such Offering for the purchase of the number
of shares of Common Stock that the accumulated payroll deductions in
his account on such Termination Date will purchase at the applicable
Option Price.
(b) No Participant (or any person claiming through such Participant)
shall have any interest in any Common Stock subject to an option
under the Plan until such option has been exercised, at which point
such interest shall be limited to the interest of a purchaser of the
Common Stock purchased upon such exercise pending the delivery of
such Common Stock in accordance with section 10 below. During his
lifetime, a Participant's option to purchase shares of Common Stock
under the Plan is exercisable only by him.
(c) By written notice to the Company prior to the end of the Business Day
on a Termination Date corresponding to an Offering, a Participant may
elect, effective on such Termination Date, to withdraw all of the
accumulated payroll deductions in his account as of the Termination
Date (which will also constitute a notice of termination and
withdrawal pursuant to section 11(a)).
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However, the preceding sentence shall not apply to an Insider who has
made, with the prior written consent of the Committee, an irrevocable
election at least six (6) months prior to a Termination Date until
such six (6) month period has expired, in accordance with 17 CFR
sec.240.16b-3(d)(1).
10. Delivery. As promptly as practicable after the Termination Date of each
Offering, the Company will deliver, or cause to be delivered, on behalf of each
Participant, a certificate representing the shares of Common Stock purchased
upon exercise of his option granted for such offering, to a brokerage firm
(designated by the Company) that has rights to execute trades on the New York
Stock Exchange. Such shares will be deposited in an account established for the
Participant at the brokerage firm.
11. Withdrawal; Termination of Employment.
(a) A Participant may terminate his participation in the Plan and
withdraw all, but not less than all, the payroll deductions credited
to his account under the Plan at any time prior to the end of the
Business Day on a Termination Date corresponding to an Offering, by
giving written notice to the Company. Such notice shall state that
the Participant wishes to terminate his involvement in the Plan,
specify a Termination Date and request the withdrawal of all of the
Participant's payroll deductions held under the Plan. All of the
Participant's payroll deductions credited to his account will be paid
to him as soon as practicable after the Termination Date specified in
the notice of termination and withdrawal (or, if no such date is
specified, as soon as practical after receipt of his notice of
termination and withdrawal), and his option for such Offering will be
automatically canceled, and no further payroll deductions for the
purchase of shares of Common Stock will be made for such Offering or
for any subsequent offering, except in accordance with a new
Participation Form filed pursuant to section 6 above.
(b) Upon termination, or notice of termination, of a Participant's
employment for any reason, including retirement or death, any payroll
deductions authorized under section 7 shall be cancelled immediately.
Thereafter, any payroll deductions that were previously accumulated
in the Participant's account prior to his termination or notice of
termination will be applied in accordance with the provisions of
Section 9. However, if a termination of employment precludes an
Employee from being classified as an Eligible Employee with respect
to an Offering, then the payroll deductions accumulated in his
account will be returned to him as soon as practicable after such
termination or, in the case of his death, to the person or persons
entitled thereto under section 14 below, and his option will be
automatically canceled. For purposes of the Plan, the termination
date of employment shall be the Participant's last date of actual
employment and shall not include any period during which such
Participant receives any severance payments. A transfer of employment
between the Company and a Designated Subsidiary or between one
Designated Subsidiary and another Designated Subsidiary, or absence
or leave approved by the Company, shall not be deemed a termination
of employment under this subsection 11(b).
(c) A Participant's termination and withdrawal pursuant to subsection
11(a) above will not have any effect upon his eligibility to
participate in a subsequent Offering by completing and filing a new
Participation Form pursuant to section 6 above or in any similar plan
that may hereafter be adopted by the Company; provided, however,
that, unless otherwise permitted by the Committee in its sole
discretion, an Insider who has not made the six (6) month irrevocable
election described in subsection 9(c), may not participate in the
Plan for at least six months after the effective date of his
termination and withdrawal in accordance with 17 CFR
sec.240.16b-3(d)(2).
12. Interest. No interest shall accrue on a Participant' s payroll deductions
under the Plan.
13. Stock Subject to the Plan.
(a) The maximum number of shares of Common Stock that shall be reserved
for sale under the Plan shall be 1,000,000 shares, subject to
adjustment upon changes in capitalization of the Company as provided
in subsection (b) below. The shares to be sold to Participants under
the Plan may be, at the election of the Company, either treasury
shares or shares authorized but unissued and may be derived from
shares of Common Stock purchased by the Company. If the total number
of shares of
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Common Stock that would otherwise be subject to options granted
pursuant to section 8 above on any Termination Date exceeds the
number of shares then available under the Plan (after deduction of
all shares for which options have been exercised or are then
outstanding), the Company shall make a pro rata allocation of the
shares of Common Stock remaining available for issuance in as uniform
and equitable a manner as is practicable. In such event, the Company
shall give written notice of such reduction of the number of shares
subject to the option to each Participant affected thereby and shall
return any excess funds accumulated in each Participant's account as
soon as practicable after the Termination Date of such Offering.
(b) If any option under the Plan is exercised after any Common Stock
dividend, split-up, recapitalization, merger, consolidation,
combination or exchange of Common Stock or the like, occurring after
the shareholders of the Company approve the Plan, the number of
shares of Common Stock to which such option shall be applicable and
the Option Price for such Common Stock shall be appropriately
adjusted by the Company.
14. Disposition Upon Death.
(a) If a Participant dies, shares of Common Stock and/or cash, if any,
attributable to the Participant's account under the Plan (when cash
or shares of Common Stock are held for his account) shall be
delivered to the executor or administrator of the estate of the
Participant; or, if no such executor or administrator has been
appointed (to the knowledge of the Company), the Company, in its
discretion, may deliver such shares of Common Stock and/or cash to
the spouse or to any one or more dependents or relatives of the
Participant; or, if no spouse, dependent or relative is known to the
Company, then to such other person as the Company may designate.
15. Transferability. Neither payroll deductions credited to a Participant's
account nor any rights relating to the exercise of an option or to receive
shares of Common Stock under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution, or as provided in section 14 above) by the Participant. Any such
attempt at assignment, transfer, pledge or other disposition shall be without
effect, except that the Company may treat such act as an election to withdraw
funds in accordance with section 11(a) above.
16. Share Transfer Restrictions.
(a) Shares of Common Stock shall not be issued under the Plan unless such
issuance is either registered under the Securities Act and applicable
state securities laws or is exempt from such registrations.
(b) Shares of Common Stock issued under the Plan may not be sold,
assigned, transferred, pledged encumbered, or otherwise disposed of
(whether voluntarily or involuntarily) except pursuant to
registration under the Securities Act and applicable state securities
laws, or pursuant to exemptions from such registrations.
(c) Notwithstanding any other provision of the Plan or any documents
entered into pursuant to the Plan and except as permitted by the
Committee in its sole discretion, any shares of Common Stock issued
to a Participant who is an Insider may not be sold, assigned,
transferred, pledged, encumbered or otherwise disposed of for a
six-month period until after the Option Price is determined on or
after the Termination Date corresponding to the Offering with respect
to which they were issued.
17. Amendment or Termination. The Plan may be amended by the Committee from
time to time to the extent that the Committee deems necessary or appropriate in
light of, and consistent with, section 423 of the Code; provided, however, that
any amendment that either changes the composition, function or duties of the
Committee or modifies the terms and conditions pursuant to which options are
granted hereunder must be approved by the Board. The Board also may terminate
the Plan or the granting of options pursuant to the Plan at any time; provided,
however, that the Board shall not have the right to modify, cancel, or amend any
outstanding option granted pursuant to the Plan before such termination unless
each Participant consents in
6
45
writing to such modification, amendment or cancellation. The Plan shall
terminate automatically if it is not approved by the Shareholders of the
Company, in accordance with Treas. Reg. sec.1.423-2(c), by September 30, 1996.
Notwithstanding the foregoing, no amendment adopted by either the Committee or
the Board shall be effective, without approval of the shareholders of the
Company, if shareholder approval of the amendment is then required pursuant to
Rule 16b-3 under the Exchange Act or any successor rule or section 423 of the
Code.
18. Notices. All notices or other communications by a Participant to the
Company in connection with the Plan shall be deemed to have been duly given when
received by the Secretary of the Company or by any other person designated by
the Company for the receipt of such notices or other communications, in the form
and at the location specified by the Company.
19. Effective Date of Plan. The Plan shall be effective as of October 1, 1995.
The Plan has been adopted by the Board subject to shareholder approval, and
prior to shareholder approval shares of Common Stock issued under the Plan are
subject to such approval.
20. Miscellaneous.
(a) Headings and Gender. The headings to sections in the Plan have been
included for convenience of reference only. The masculine pronoun
shall include the feminine and the singular the plural, whenever
appropriate. Except as otherwise expressly indicated, all references
to sections in the Plan shall be to sections of the Plan.
(b) Governing Law. The Plan shall be interpreted and construed in
accordance with the internal laws of the State of New York to the
extent that such laws are not superseded by the laws of the United
States of America.
(c) Plan Not A Contract of Employment. The Plan does not constitute a
contract of employment and participation in the Plan does not give
any Employee or Participant the right to be retained in the employ
of the Company or a Designated Subsidiary, nor give any person a
right or claim to any benefit under the Plan, unless such right or
claim has specifically accrued under the terms of the Plan.
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