AGREEMENT effective as of July 4, 2004 between AVNET, INC., a New York corporation with a principal
place of business at 2211 South 47th Street, Phoenix, Arizona 85034 (“Avnet”) and Harley Feldberg, having an
office at 2211 South 47th Street, Phoenix, Arizona 85034 (“Feldberg”).
W I T N E S S E T H
1. Employment, Salary, Benefits:
1.1 Employment. Avnet agrees to employ Feldberg and Feldberg agrees to accept employment upon the terms
and conditions hereinafter set forth.
1.2 Term. Feldberg’s employment shall commence on July 4, 2004 and subject to earlier termination as provided
in Section 2 below, shall continue for a period of two (2) years (until July 4, 2006, the “Initial Term”). Unless
Feldberg provides Avnet written notice at least thirty (30) days prior to the expiration of the Initial Term advising
Avnet that Feldberg does not intend to renew the Agreement as hereinafter described, then after July 4, 2006
such employment shall continue until terminated by either party provided, however, that the party desiring to
terminate the employment gives written notice thereof to the other not less than one (1) year prior to the date of
actual termination of employment. By way of example, should Feldberg desire not to renew after the Initial Term,
such notice would have to be given no later than June 3, 2006. Thereafter (if not so terminated by Feldberg at the
end of the Initial Term), if either Avnet or Feldberg should desire to terminate the employment on June 15, 2007
such notice would have to be given not later than June 15, 2006.
1.3 Duties. Feldberg is hereby engaged in an executive capacity and shall perform such duties for Avnet, or
Avnet’s subsidiaries, divisions and operating units as may be assigned to him from time to time by the Chief
Executive Officer of Avnet. Feldberg is currently engaged as President of Avnet Electronics Marketing. If
Feldberg is elected an officer or a director of Avnet or any subsidiary or division thereof, he shall serve a