0000950153-06-001243 Sample Contracts

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • May 8th, 2006 • Avnet Inc • Wholesale-electronic parts & equipment, nec

This Change of Control Agreement (the “Agreement”) is made effective as of the 1st day of July, 2004, between Avnet, Inc., a New York corporation with its principal place of business at 2211 South 47th Street, Phoenix, Arizona 85034 Arizona (“Avnet” or “the Company”) and Steven C. Church (the “Officer”). Avnet and the Officer are collectively referred to in this Agreement as “the Parties.”

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INDEMNITY AGREEMENT
Indemnity Agreement • May 8th, 2006 • Avnet Inc • Wholesale-electronic parts & equipment, nec • New York

WHEREAS, Indemnitee currently serves and performs valuable services for the Corporation as an officer or director of the Corporation or a subsidiary thereof and, as such, may be subject to claims, actions, suits or proceedings arising as a result of such service; and

Contract
Agreement • May 8th, 2006 • Avnet Inc • Wholesale-electronic parts & equipment, nec

AGREEMENT effective as of July 1, 2004 between AVNET, INC., a New York corporation with a principal place of business at 2211 South 47th Street, Phoenix, Arizona 85034 (“Avnet”) and Steven C. Church, having an office at 2211 South 47th Street, Phoenix, Arizona 85034 (“Church”). This Agreement supersedes and replaces a previous employment agreement between Avnet and Church dated as of July 1, 2002.

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