Avnet 2012 Annual Report Download - page 101

Download and view the complete annual report

Please find page 101 of the 2012 Avnet annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 140

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140

discoveries, improvements, advances, methods, practices and techniques, concepts and
ideas, whether or not patentable, relating to present and prospective activities and products
of the Company (or an Affiliate).
(B)
A Participant will be in violation of this subparagraph 5.2(b)(3) if he violates or does not
comply with either (i), (ii) or (iii) below:
(i)
Assignment of Developments
. Any and all Developments developed
by the Participant (acting alone or in conjunction with others) during the period of the
Participant’
s employment with the Company (or an Affiliate) shall be conclusively
presumed to have been created for or on behalf of the Company (or an Affiliate) as part of
the Participant’
s obligations to the Company (or an Affiliate). Such Developments shall be
the property of and belong to the Company (or an Affiliate) without the payment of
consideration therefor in addition to the Participant’
s Compensation or benefits hereunder,
and the Participant hereby transfers, assigns and conveys all of the Participant’
s right, title
and interest in any such Developments to the Company (or an Affiliate) and shall execute
and deliver any documents that the Company deems necessary to effect such transfer on
the demand of the Company.
(ii)
Restrictions on Use and Disclosure
. The Participant shall not to use
or disclose at any time, except with the prior written consent of the CEO, any Confidential
Information which is or was obtained or acquired by the Participant while in the employ of
the Company (or an Affiliate); provided, however, that this provision shall not preclude
the Participant from (y) the use or disclosure of such information which presently is
known generally to the public or which subsequently comes into the public domain, other
than by way of disclosure in violation of this provision or in any other unauthorized
fashion, or (z) disclosure of such information required by law or court order; provided that
prior to such disclosure required by law or court order the Participant will have given the
Company at least three (3) business days’
written notice (or, if disclosure is required to be
made in fewer than three (3) business days, then such notice shall be given as promptly as
practicable after determination that disclosure may be required) of the nature of the law or
order requiring disclosure and the disclosure to be made in accordance therewith.
(iii)
Return of Documents
. Upon Termination of Employment with the
Company (and all of its Affiliates), the Participant shall forthwith deliver to the CEO all
documents,
15